SELIGMAN MUNICIPAL FUND SERIES INC
485BPOS, 1999-01-29
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                                                                File No. 2-86008
                                                                        811-3828

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    FORM N-1A

      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                |X|

            Pre-Effective Amendment No. __                                   |_|

   
            Post-Effective Amendment No. 34                                  |X|
    

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

   
            Amendment No. 33                                                 |X|
    

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

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

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

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

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

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

   
|X|   on January 31, 1999 pursuant to paragraph (b) of rule 485
    

|_|   60 days after filing pursuant to paragraph (a)(1) of rule 485

   
|_|   on ____(date)______ pursuant to paragraph (a)(1) of rule 485
    

|_|   75 days after filing pursuant to paragraph (a)(2) of rule 485

|_|   on ____(date)______ pursuant to paragraph (a)(2) 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.

<PAGE>


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

               SELIGMAN
- -----------------------
        MUNICIPAL FUNDS

SELIGMAN MUNICIPAL FUND                                    
           SERIES, INC.

     SELIGMAN MUNICIPAL
           SERIES TRUST                                      [GRAPHIC]

    SELIGMAN NEW JERSEY
   MUNICIPAL FUND, INC.

  SELIGMAN PENNSYLVANIA
  MUNICIPAL FUND SERIES



   
The Securities and Exchange                                 PROSPECTUS
Commission has neither                                   FEBRUARY 1, 1999
approved nor disapproved these 
Funds, and it has not                                        Seeking
determined the prospectus to   
be accurate or adequate. Any                                  Income
representation to the contrary 
is a criminal offense.                                      Exempt From
    
                                                             Regular
                                                        
An investment in these Funds or any                         Income Tax
other fund cannot provide a
complete investment program. The
suitability of an investment in a
Fund should be evaluated based on
the investment objective,
strategies and risks described
herein, considered in light of all
of the other investments in your
portfolio, as well as your risk
tolerance, financial goals, and
time horizons. We recommend that
you consult your financial advisor
to determine if one or more of
these Funds is suitable for you.


                                                               managed by
                                                                 [LOGO]
                                                          J. & W. SELIGMAN & CO.
                                                               INCORPORATED
                                                            ESTABLISHED 1864

MUNI-1 2/99


<PAGE>

Table of Contents

The Funds                              Shareholder Information                 
                                                                               
A discussion of the investment               Deciding Which Class of Shares    
strategies, risks, performance and             to Buy    44                    
expenses of the Funds.                                                         
                                             Pricing of Fund Shares    45      
      Overview of the Funds    1                                               
                                             Opening Your Account    46        
      National Fund    4                                                       
                                             How to Buy Additional Shares   46 
      California High-Yield Fund    6                                          
                                             How to Exchange Shares Between    
      California Quality Fund    8             the Seligman Mutual Funds    47 
                                                                               
      Colorado Fund    10                    How to Sell Shares    48          
                                                                               
      Florida Fund    12                     Important Policies That May Affect
                                               Your Account    49              
      Georgia Fund    14                                                       
                                             Dividends and Capital Gain        
      Louisiana Fund    16                     Distributions    50             
                                                                               
      Maryland Fund    18                    Taxes    50                       
                                                                               
      Massachusetts Fund    20         Financial Highlights    51              
                                                                               
      Michigan Fund    22              How to Contact Us    61                 
                                                                               
      Minnesota Fund    24             For More Information    back cover      
                                       
      Missouri Fund    26

      New Jersey Fund    28

      New York Fund    30

      North Carolina Fund    32

      Ohio Fund    34

      Oregon Fund    36

      Pennsylvania Fund    38

      South Carolina Fund    40

      Management of the Funds    42

      Year 2000    43




TIMES CHANGE ... VALUES ENDURE

<PAGE>

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The Funds

OVERVIEW OF THE FUNDS

This Prospectus contains information about four separate funds, which together
offer 19 investment options: Seligman Municipal Fund Series offers the following
13 series: 

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

Seligman Municipal Series Trust offers the following four series: 

California High-Yield Fund    Florida Fund 
California Quality Fund       North Carolina Fund

Seligman New Jersey Municipal Fund, Inc. (New Jersey Fund) 
Seligman Pennsylvania Municipal Fund Series (Pennsylvania Fund)  

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

   
Each Fund has its own objectives, strategies and risks. You should read the
discussion of a particular Fund, in addition to the information below, before
making an investment decision about that Fund.

The Seligman Municipal Funds seek to provide income exempt from regular federal
income taxes and, as applicable, regular state and local personal income taxes.

The Funds are managed for total return, which means, in addition to income
considerations, the Funds (except the Pennsylvania Fund) look to enhance
portfolio returns by pursuing opportunities for capital appreciation. The
Pennsylvania Fund does not pursue capital appreciation as one of its objectives.
At all times, safety of principal is a primary concern of all of the Funds.
However, there is no assurance that the Funds will meet their objectives. Each
Fund normally invests at least 80% of its net assets in municipal securities
that pay interest that is exempt from regular federal income taxes and (except
the National Fund) regular personal income taxes in its respective state. Income
may be subject to the federal alternative minimum tax and, where applicable,
state alternative minimum tax.

Municipal securities are issued by state and local governments, their agencies
and authorities, as well as territories and possessions of the United States,
and the District of Columbia. Municipal bonds are issued to obtain funds to
finance various public or private projects, to meet general expenses, and to
refinance outstanding debt.

The Funds use a top-down method of selecting securities to purchase. This means
the investment manager analyzes the current interest rate environment and trends
in the municipal market to formulate investment strategy before selecting
individual securities for each Fund. The investment manager determines the
appropriate cash positions, quality parameters, market sectors, and bond
duration and then uses in-depth credit analysis to evaluate individual
securities considered for purchase.

Portfolio holdings are continually monitored to identify securities which should
be sold as a result of a deterioration in credit quality. A Fund may also sell a
security when there is a better investment opportunity available in the market.

The Funds (except the California High-Yield Fund) will purchase only investment
grade municipal securities, defined as those issues rated in the four highest
rating categories by independent rating agencies at the time of purchase. The
Funds may also purchase non-rated securities if, based on credit analysis, the
investment manager believes that they are of comparable quality to investment
grade securities.


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Alternative Minimum Tax (AMT):

A tax imposed on certain types of income to ensure that all taxpayers pay at
least a minimum amount of taxes.
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<PAGE>


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Under normal market conditions, the Funds will invest in longer maturity bonds
(typically, bonds with maturities in excess of ten years). However, a Fund may
shorten or lengthen maturities to achieve its objective.

As a defensive measure, a Fund may invest a considerable amount of its portfolio
in cash or in securities that are subject to regular federal income tax or, if
applicable, the regular income tax of its designated state. A Fund would take
such a defensive position only temporarily in seeking to minimize extreme
volatility caused by adverse market, economic or other conditions or in
anticipating significant withdrawals from the Fund. However, such a position is
inconsistent with the Funds' principal strategies and could prevent a Fund from
achieving its investment objective.
    

PRINCIPAL RISKS 

The value of your investment in a Fund will fluctuate with fluctuations in the
value of the Fund's investment portfolio. The principal factors that may affect
the value of a Fund's portfolio are changes in interest rates and the credit
worthiness of the Fund's portfolio holdings. 

   
Interest rate risk. Changes in market interest rates will affect the value of a
Fund's investment portfolio. In general, the market value of a municipal bond
moves in the opposite direction of interest rates: the market value decreases
when interest rates rise and increases when interest rates decline. A Fund's net
asset value per share moves in the same direction as the market value of the
municipal securities held in its portfolio. Therefore, if interest rates rise,
you should expect a Fund's net asset value per share to fall, and if interest
rates decline, the Fund's net asset value per share should rise. 
    

Additionally, longer maturity bonds (like those held by the Funds) are generally
more sensitive to changes in interest rates. Each Fund's strategy of investing
in longer maturity bonds could subject its portfolio holdings to a greater
degree of market price volatility.

Declining interest rates increase the risk that portfolio holdings which contain
call features could be redeemed by the issuer. Proceeds of called bonds may be
reinvested at lower yields, which could affect the level of income a Fund
generates.

Credit risk. A municipal bond issue could deteriorate in quality to the extent
that its rating is downgraded or its market value declines relative to
comparable municipal securities. Credit risk also includes the risk that an
issuer of a municipal bond would be unable to make interest and principal
payments. 

   
The investment manager seeks to minimize the credit risk inherent in municipal
securities by performing its own in-depth credit analysis on every municipal
security before purchase and by continuing to monitor all securities while they
remain in the portfolio. Each Fund may purchase municipal bonds that are insured
as to the payment of principal and interest. However, the Funds view insurance
as an enhancement of quality, not as a substitute for it. A Fund and will not
purchase a bond unless the investment manager approves the underlying credit.
The Funds are also subject to the following risks:

Concentration risk. Each Fund (except the National Fund) invests in municipal
securities issued by a single state and its municipalities. Specific events or
factors affecting a particular state may have an impact on the municipal
securities of that state without affecting the municipal market in general. The
Funds seek to minimize this risk by diversifying investments within the state.
In addition, each Fund is subject to certain investment restrictions limiting
the amount of its assets that can be invested in the securities of a single
issuer.

Market risk. At times, market conditions could result in a lack of liquidity.
The municipal market is an over-the-counter market, which means that the Funds
purchase and sell portfolio holdings through municipal bond dealers. A Fund's
ability to sell securities held in its portfolio is dependent on the willingness
and ability of market participants to provide bids that reflect current market
levels. Adverse market conditions could result in a lack of liquidity by
reducing the number of ready buyers. Lower-rated securities may be less liquid
than higher-rated securities.
    

An investment in any of the Funds is not a deposit in a bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.



                                       2
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<PAGE>


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PAST PERFORMANCE

   
Each Fund offers two Classes of shares. The performance information presented
for each Fund provides some indication of the risks of investing in the Fund by
showing how the performance of Class A shares has varied year to year, as well
as how each Class's performance compares to the Lehman Brothers Municipal Bond
Index, a widely-used measure of municipal bond performance. Although each Fund's
fiscal year ends on September 30, the performance information is provided on a
calendar year basis to assist you in comparing the returns of the Funds with the
returns of other mutual funds. How a Fund has performed in the past, however, is
not necessarily an indication of how the Fund will perform in the future. Total
returns will vary between each Fund's Class A and Class D shares due to their
different fees and expenses. 
    

FEES AND EXPENSES 

The fee and expense table provided for each Fund summarizes the fees and
expenses that you may pay as a shareholder of a Fund. Each Class of shares has
its own sales charge schedule and is subject to different ongoing fees.
Shareholder fees are charged directly to you. Annual fund operating expenses are
deducted from a Fund's assets and are therefore paid indirectly by you and other
Fund shareholders.

Accompanying each Fund's fee and expense table is an example intended to help
you compare the expenses of investing in that Fund with the expenses of
investing in other mutual funds.

   
                    Discussions of each Fund begin on page 4.
    



                                       3
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<PAGE>


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National Fund

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES

The National Fund 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.

The National Fund uses the following strategies to pursue its objective:

The National Fund invests at least 80% of its net assets in municipal securities
of states, territories, and possessions of the United States, and the District
of Columbia, and their political subdivisions, agencies, and instrumentalities
that are rated investment grade when purchased.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective.

PRINCIPAL RISKS

The National Fund is subject to the following principal risks:

o  The Fund is subject to interest rate risk. When interest rates rise,
   municipal bond prices fall. Movements in interest rates may affect the Fund's
   yield, net asset value, and total return.

o  Generally, the longer the maturity (duration) of a bond, the more sensitive
   it is to movements in interest rates. Therefore, long-term bonds, while
   generally providing higher current income, may be subject to greater price
   volatility than bonds with shorter maturities.

o  The Fund is subject to credit risk. If the Fund holds securities that are
   downgraded or whose issuers become unable to pay interest or principal, the
   Fund's net asset value may decline. Revenue bonds held by the Fund may be
   downgraded or may default on payment if revenues from their underlying
   facilities decline.

   
o  If certain securities or market sectors represented in the Fund's portfolio
   do not perform as expected, the Fund's net asset value may decline.
    


                                       4
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<PAGE>

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National Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.


 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989                9.82%
                            1990                5.82%
                            1991               11.47%
                            1992                7.88%
                            1993               14.10%
                            1994               -9.95%
                            1995               20.10%
                            1996                3.33%
                            1997               10.38%
                            1998                5.67%

   
Best calendar quarter return: 8.25% - quarter ended 3/31/95

Worst calendar quarter return: -8.20% - quarter ended 3/31/94
    


- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98

   
                                                                     Class D
                                                                      Since
                                   One       Five          Ten      Inception
                                  Year       Years        Years       2/1/94
                                  ----       -----        -----       ------
Class A                           0.61%       4.41%       7.07%         --
Class D                           3.60         n/a         n/a        4.27%
Lehman Brothers 
 Municipal Bond Index             6.48        6.23        8.22        6.09(1)
    


The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance. 

(1) From 1/31/94.
- --------------------------------------------------------------------------------

FEES AND EXPENSES

Shareholder Fees                                    Class A       Class D
- ----------------                                    -------       -------
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) .........     4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ..........     none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees ................................      .50%           .50%
Distribution and/or
  Service (12b-1) Fees .........................      .09%          1.00%
Other Expenses .................................      .21%           .21%
                                                      ---            --- 
Total Annual Fund Operating Expenses ...........      .80%          1.71%
                                                      ===           ==== 

   
(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    


Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:

                    1 Year       3 Years      5 Years      10 Years
                    ------       -------      -------      --------
Class A              $553         $718          $898        $1,418
Class D               274          539           928         2,019

If you did not sell your shares at the end of each period, your expenses would
be:

                    1 Year       3 Years      5 Years      10 Years
                    ------       -------      -------      --------
Class A              $553          $718          $898        $1,418
Class D               174           539           928         2,019


                                       5
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<PAGE>

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California High-Yield Fund

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES

The California High-Yield Fund 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.

The California High-Yield Fund uses the following strategies to pursue its
objective:

The California High-Yield Fund invests at least 80% of its net assets in
California municipal securities that are within any rating category, including
securities rated below investment grade or securities that are not rated.

In selecting securities to purchase, the investment manager may consider the
current market conditions, the availability of lower-rated securities, and
whether lower-rated securities offer yields high enough relative to yields on
investment grade securities to justify their higher risk.

The Fund generally invests in long-term municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective.

PRINCIPAL RISKS

The California High-Yield Fund is subject to the following principal risks:

o  The Fund is subject to interest rate risk. When interest rates rise,
   municipal bond prices fall. Movements in interest rates may affect the Fund's
   yield, net asset value, and total return.

o  Generally, the longer the maturity (duration) of a bond, the more sensitive
   it is to movements in interest rates. Therefore, long-term bonds, while
   generally providing higher current income, may be subject to greater price
   volatility than bonds with shorter maturities.

o  The Fund is subject to credit risk. If the Fund holds securities that are
   downgraded or whose issuers become unable to pay interest or principal, the
   Fund's net asset value may decline. Revenue bonds held by the Fund may be
   downgraded or may default on payment if revenues from their underlying
   facilities decline.

   
o  Lower-rated municipal bonds are subject to a greater degree of credit risk
   than higher-rated bonds. They generally involve greater price volatility and
   risk of loss of principal and income than higher-rated bonds.

o  If certain securities or market sectors represented in the Fund's portfolio
   do not perform as expected, the Fund's net asset value may decline.

o  Because the Fund invests primarily in the securities of California issuers,
   its performance may be affected by local, state, and regional factors. These
   may include state or local legislation or policy changes, economics, natural
   disasters, and the possibility of credit problems, such as the 1994
   bankruptcy of Orange County.
    


                                       6
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<PAGE>


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California High-Yield Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.


 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989                9.28%
                            1990                6.00%
                            1991               10.48%
                            1992                9.53%
                            1993                9.91%
                            1994               -2.79%
                            1995               14.55%
                            1996                5.52%
                            1997                8.72%
                            1998                 6.8%


   
Best calendar quarter return: 6.48% - quarter ended 3/31/95

Worst calendar quarter return: -2.30% - quarter ended 3/31/94
    


- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98

   
                                                                  Class D
                                                                   Since
                                One        Five         Ten       Inception
                                Year       Years       Years       2/1/94
                                ----       -----       -----       ------
Class A                         1.16%       5.26%       7.13%         --
Class D                         4.21         n/a         n/a        5.22%
Lehman Brothers
 Municipal Bond Index           6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance.

(1)  From 1/31/94.
- --------------------------------------------------------------------------------

FEES AND EXPENSES

Shareholder Fees                                          Class A      Class D
- ----------------                                          -------      -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ............      4.75%(1)        none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) .............       none(1)          1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees ...................................       .50%           .50%
Distribution and/or
  Service (12b-1) Fees ............................       .09%          1.00%
Other Expenses ....................................       .23%           .23%
                                                          ---           ---- 
Total Annual Fund Operating Expenses ..............       .82%          1.73%
                                                          ===           ==== 

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    


<PAGE>


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

Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $555      $724       $908      $1,440
Class D           276       545        939       2,041

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $555      $724       $908      $1,440
Class D           176       545        939       2,041



                                       7
- --------------------------------------------------------------------------------

<PAGE>


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


California Quality Fund

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES

The California Quality Fund 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.

The California Quality Fund uses the following strategies to pursue its
objective:

The California Quality Fund invests at least 80% of its net assets in California
municipal securities that are within the three highest ratings of Moody's (Aaa,
Aa, or A) or S&P (AAA, AA, or A) on the date of purchase.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective.

PRINCIPAL RISKS

The California Quality Fund is subject to the following principal risks:

o  The Fund is subject to interest rate risk. When interest rates rise,
   municipal bond prices fall. Movements in interest rates may affect the Fund's
   yield, net asset value, and total return.

o  Generally, the longer the maturity (duration) of a bond, the more sensitive
   it is to movements in interest rates. Therefore, long-term bonds, while
   generally providing higher current income, may be subject to greater price
   volatility than bonds with shorter maturities.

o  The Fund is subject to credit risk. If the Fund holds securities that are
   downgraded or whose issuers become unable to pay interest or principal, the
   Fund's net asset value may decline. Revenue bonds held by the Fund may be
   downgraded or may default on payment if revenues from their underlying
   facilities decline.

   
o  If certain securities or market sectors represented in the Fund's portfolio
   do not perform as expected, the Fund's net asset value may decline.

o  Because the Fund invests primarily in the securities of California issuers,
   its performance may be affected by local, state, and regional factors. These
   may include state or local legislation or policy changes, economics, natural
   disasters, and the possibility of credit problems, such as the 1994
   bankruptcy of Orange County. 
    


                                       8
- --------------------------------------------------------------------------------

<PAGE>


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

California Quality Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.


 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989               9.77%
                            1990               6.57%
                            1991              11.22%
                            1992               8.49%
                            1993               12.6%
                            1994              -8.30%
                            1995              19.79%
                            1996               3.91%
                            1997               8.80%
                            1998               6.26%


   
Best calendar quarter return: 8.97% - quarter ended 3/31/95

Worst calendar quarter return: -6.63% - quarter ended 3/31/94
    



- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98

   
                                                                  Class D
                                                                   Since
                                  One       Five        Ten      Inception
                                 Year       Years       Years      2/1/94
                                 ----       -----       -----      ------
Class A                          1.23%       4.69%       7.16%        --
Class D                          4.33         n/a         n/a        4.54%
Lehman Brothers
 Municipal Bond Index            6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance. 
(1)  From 1/31/94.
- --------------------------------------------------------------------------------


FEES AND EXPENSES

Shareholder Fees                                           Class A      Class D
- ----------------                                           -------      -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- -------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .09%          1.00%
Other Expenses ......................................        .18%           .18%
                                                            ----           ----
Total Annual Fund Operating Expenses ................        .77%          1.68%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    


Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $550      $709       $883      $1,384
Class D           271       530        913       1,987

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $550      $709       $883      $1,384
Class D           171       530        913       1,987


                                       9
- --------------------------------------------------------------------------------

<PAGE>


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

Colorado Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

   
The Colorado Fund seeks to maximize income exempt from regular federal income
taxes and from Colorado personal income taxes to the extent consistent with
preservation of capital and with consideration given to opportunities for
capital gain.
    

The Colorado Fund uses the following strategies to pursue its objective:

The Colorado Fund invests at least 80% of its net assets in Colorado municipal
securities rated investment grade when purchased.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective.

PRINCIPAL RISKS

The Colorado Fund is subject to the following principal risks:

o  The Fund is subject to interest rate risk. When interest rates rise,
   municipal bond prices fall. Movements in interest rates may affect the Fund's
   yield, net asset value, and total return.

o  Generally, the longer the maturity (duration) of a bond, the more sensitive
   it is to movements in interest rates. Therefore, long-term bonds, while
   generally providing higher current income, may be subject to greater price
   volatility than bonds with shorter maturities.

o  The Fund is subject to credit risk. If the Fund holds securities that are
   downgraded or whose issuers become unable to pay interest or principal, the
   Fund's net asset value may decline. Revenue bonds held by the Fund may be
   downgraded or may default on payment if revenues from their underlying
   facilities decline.

   
o  If certain securities or market sectors represented in the Fund's portfolio
   do not perform as expected, the Fund's net asset value may decline.

o  Because the Fund invests primarily in the securities of Colorado issuers, its
   performance may be affected by local, state, and regional factors. These may
   include state or local legislation or policy changes, economics, natural
   disasters, and the possibility of credit problems. Colorado's largest trading
   partner is Japan, and the State is sensitive to national and international
   business cycles. Turmoil in the world economy, especially in Asia, has the
   potential to dramatically affect Colorado's economy. 
    


                                       10
- --------------------------------------------------------------------------------

<PAGE>


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

Colorado Fund

Past Performance

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.


 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989              10.04%
                            1990               5.05%
                            1991               9.40%
                            1992               7.67%
                            1993              11.11%
                            1994              -5.13%
                            1995              13.96%
                            1996               3.39%
                            1997               7.52%
                            1998               5.80%
                                              

   
Best calendar quarter return: 6.34% - quarter ended 3/31/95

Worst calendar quarter return: -4.87% - quarter ended 3/31/94
    

- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98

   
                                                                       Class D
                                                                        Since
                                      One        Five         Ten     Inception
                                     Year        Years       Years      2/1/94
                                     ----        -----       -----      ------
Class A                              0.83%       3.91%       6.24%        --
Class D                              3.83         n/a         n/a        3.71%
Lehman Brothers
 Municipal Bond Index                6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance.

(1)  From 1/31/94.
- --------------------------------------------------------------------------------


FEES AND EXPENSES

Shareholder Fees                                            Class A      Class D
- ----------------                                            -------      -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .10%          1.00%
Other Expenses ......................................        .30%           .30%
                                                            ----           ----
Total Annual Fund Operating Expenses ................        .90%          1.80%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    


Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:

   
                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $562      $748       $950      $1,530
Class D           283       566        975       2,116
    

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $562      $748       $950      $1,530
Class D           183       566        975       2,116


- --------------------------------------------------------------------------------
                                       11


<PAGE>


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

Florida Fund

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES

   
The Florida Fund seeks high income exempt from regular federal income taxes
consistent with preservation of capital and with consideration given to capital
gain.
    

The Florida Fund uses the following strategies to pursue its objective:

The Florida Fund invests at least 80% of its net assets in Florida municipal
securities rated investment grade when purchased.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective.

PRINCIPAL RISKS

The Florida Fund is subject to the following principal risks:

o  The Fund is subject to interest rate risk. When interest rates rise,
   municipal bond prices fall. Movements in interest rates may affect the Fund's
   yield, net asset value, and total return.

o  Generally, the longer the maturity (duration) of a bond, the more sensitive
   it is to movements in interest rates. Therefore, long-term bonds, while
   generally providing higher current income, may be subject to greater price
   volatility than bonds with shorter maturities.

o  The Fund is subject to credit risk. If the Fund holds securities that are
   downgraded or whose issuers become unable to pay interest or principal, the
   Fund's net asset value may decline. Revenue bonds held by the Fund may be
   downgraded or may default on payment if revenues from their underlying
   facilities decline.

   
o  If certain securities or market sectors represented in the Fund's portfolio
   do not perform as expected, the Fund's net asset value may decline.

o  Because the Fund invests primarily in the securities of Florida issuers, its
   performance may be affected by local, state, and regional factors. These may
   include state or local legislation or policy changes, economics, natural
   disasters, and the possibility of credit problems. The lack of an income tax
   in Florida exposes total tax collections to more volatility than would
   otherwise be the case and, in the event of an economic downturn, could affect
   the State's ability to pay principal and interest in a timely manner.
   Florida's economy may be affected by foreign trade, crop failures, and severe
   weather conditions and is sensitive to trends in the tourism and construction
   industries. 
    


                                       12
- --------------------------------------------------------------------------------

<PAGE>


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

Florida Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.

 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989               11.35%
                            1990                6.46%
                            1991               10.62%
                            1992                9.07%
                            1993               13.52%
                            1994               -5.52%
                            1995               16.67%
                            1996                2.76%
                            1997                9.33%
                            1998                5.67%

   
Best calendar quarter return: 7.49% - quarter ended 6/30/89

Worst calendar quarter return: -5.99% - quarter ended 3/31/94
    


- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98

   
                                                                     Class D
                                                                      Since
                                      One       Five        Ten      Inception
                                     Year       Years       Years      2/1/94
                                     ----       -----       -----      ------
Class A                              0.69%       4.51%       7.31%         --
Class D                              3.85         n/a         n/a        4.59%
Lehman Brothers
 Municipal Bond Index                6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance.

(1)  From 1/31/94.
- --------------------------------------------------------------------------------

FEES AND EXPENSES

Shareholder Fees                                           Class A      Class D
- ----------------                                           -------      -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .23%          1.00%
Other Expenses ......................................        .27%           .27%
                                                            ----           ----
Total Annual Fund Operating Expenses ................       1.00%          1.77%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    


Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:

   
                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $572      $778     $1,001      $1,641
Class D           280       557        959       2,084
    

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $572      $778     $1,001      $1,641
Class D           180       557        959       2,084


                                       13
- --------------------------------------------------------------------------------

<PAGE>


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

Georgia Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

   
The Georgia Fund seeks to maximize income exempt from regular federal income
taxes and from Georgia personal income taxes to the extent consistent with
preservation of capital and with consideration given to opportunities for
capital gain.
    

The Georgia Fund uses the following strategies to pursue its objective:

The Georgia Fund invests at least 80% of its net assets in Georgia municipal
securities rated investment grade when purchased.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective.

PRINCIPAL RISKS

The Georgia Fund is subject to the following principal risks:

o  The Fund is subject to interest rate risk. When interest rates rise,
   municipal bond prices fall. Movements in interest rates may affect the Fund's
   yield, net asset value, and total return.

o  Generally, the longer the maturity (duration) of a bond, the more sensitive
   it is to movements in interest rates. Therefore, long-term bonds, while
   generally providing higher current income, may be subject to greater price
   volatility than bonds with shorter maturities.

o  The Fund is subject to credit risk. If the Fund holds securities that are
   downgraded or whose issuers become unable to pay interest or principal, the
   Fund's net asset value may decline. Revenue bonds held by the Fund may be
   downgraded or may default on payment if revenues from their underlying
   facilities decline.

   
o  If certain securities or market sectors represented in the Fund's portfolio
   do not perform as expected, the Fund's net asset value may decline.

o  Because the Fund invests primarily in the securities of Georgia issuers, its
   performance may be affected by local, state, and regional factors. These may
   include state or local policy changes, economics, natural disasters, and the
   possibility of credit problems. Georgia's economy will be affected by trends
   in the services, wholesale and retail trade, manufacturing, and
   transportation industries, as these industries, along with government,
   comprise the largest sources of employment within the State.
    


                                       14
- --------------------------------------------------------------------------------

<PAGE>


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

Georgia Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.


 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989               9.87%
                            1990               7.01%
                            1991              10.97%
                            1992               9.00%
                            1993              12.21%
                            1994              -7.64%
                            1995              19.16%
                            1996               3.86%
                            1997               9.02%
                            1998               5.94%
                                              
   
Best calendar quarter return: 7.71% - quarter ended 3/31/95

Worst calendar quarter return: -6.83% - quarter ended 3/31/94
    


- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98
   
                                                                      Class D
                                                                       Since
                                      One       Five         Ten     Inception
                                     Year       Years       Years      2/1/94
                                     ----       -----       -----      ------
Class A                              0.90%       4.70%       7.21%         --
Class D                              3.99         n/a         n/a        4.67%
Lehman Brothers
 Municipal Bond Index                6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance.

(1)  From 1/31/94.
- --------------------------------------------------------------------------------


FEES AND EXPENSES

Shareholder Fees                                           Class A       Class D
- ----------------                                           -------       -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%
Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .09%          1.00%
Other Expenses ......................................        .30%           .30%
                                                            ----           ----
Total Annual Fund Operating Expenses ................        .89%          1.80%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    


<PAGE>


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

Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $562      $745       $945      $1,519
Class D           283       566       $975       2,116

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $562      $745       $945      $1,519
Class D           183       566        975       2,116


                                       15
- --------------------------------------------------------------------------------


<PAGE>


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

Louisiana Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

   
The Louisiana Fund seeks to maximize income exempt from regular federal income
taxes and from Louisiana personal income taxes to the extent consistent with
preservation of capital and with consideration given to opportunities for
capital gain.
    

The Louisiana Fund uses the following strategies to pursue its objective:

The Louisiana Fund invests at least 80% of its net assets in Louisiana municipal
securities rated investment grade when purchased.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective.

PRINCIPAL RISKS

The Louisiana Fund is subject to the following principal risks:

o  The Fund is subject to interest rate risk. When interest rates rise,
   municipal bond prices fall. Movements in interest rates may affect the Fund's
   yield, net asset value, and total return.

o  Generally, the longer the maturity (duration) of a bond, the more sensitive
   it is to movements in interest rates. Therefore, long-term bonds, while
   generally providing higher current income, may be subject to greater price
   volatility than bonds with shorter maturities.

o  The Fund is subject to credit risk. If the Fund holds securities that are
   downgraded or whose issuers become unable to pay interest or principal, the
   Fund's net asset value may decline. Revenue bonds held by the Fund may be
   downgraded or may default on payment if revenues from their underlying
   facilities decline.

   
o  If certain securities or market sectors represented in the Fund's portfolio
   do not perform as expected, the Fund's net asset value may decline.

o  Because the Fund invests primarily in the securities of Louisiana issuers,
   its performance may be affected by local, state, and regional factors. These
   may include state or local legislation or policy changes, economics, natural
   disasters, and the possibility of credit problems. Louisiana's economy is
   affected by trends in the oil and gas, tourism, and gaming industries within
   the State. 
    



                                       16
- --------------------------------------------------------------------------------

<PAGE>


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

Louisiana Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.


 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989              10.14%
                            1990               6.86%
                            1991              11.38%
                            1992               7.83%
                            1993              11.45%
                            1994              -5.89%
                            1995              17.10%
                            1996               3.49%
                            1997               8.45%
                            1998               5.93%

   
Best calendar quarter return: 6.57% - quarter ended 3/31/95

Worst calendar quarter return: -5.38% - quarter ended 3/31/94
    


- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98
   
                                                                      Class D
                                                                       Since
                                     One         Five         Ten    Inception
                                     Year        Years       Years      2/1/94
                                     ----        -----       -----      ------
Class A                              0.87%       4.54%       6.99%         --
Class D                              3.86         n/a         n/a        4.43%
Lehman Brothers
 Municipal Bond Index                6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance.

(1)  From 1/31/94.
- --------------------------------------------------------------------------------


FEES AND EXPENSES

Shareholder Fees                                           Class A       Class D
- ----------------                                           -------       -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .10%          1.00%
Other Expenses ......................................        .28%           .28%
                                                            ----           ----
Total Annual Fund Operating Expenses ................        .88%          1.78%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    


Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:

   
                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $561      $742       $939      $1,508
Class D           281       560        964       2,095
    

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $561      $742       $939      $1,508
Class D           181       560        964       2,095


                                       17
- --------------------------------------------------------------------------------

<PAGE>


- --------------------------------------------------------------------------------
 
Maryland Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

   
The Maryland Fund seeks to maximize income exempt from regular federal income
taxes and from Maryland personal income taxes to the extent consistent with
preservation of capital and with consideration given to opportunities for
capital gain.
    

The Maryland Fund uses the following strategies to pursue its objective:

The Maryland Fund invests at least 80% of its net assets in Maryland municipal
securities rated investment grade when purchased.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective.

PRINCIPAL RISKS

The Maryland Fund is subject to the following principal risks:

o  The Fund is subject to interest rate risk. When interest rates rise,
   municipal bond prices fall. Movements in interest rates may affect the Fund's
   yield, net asset value, and total return.

o  Generally, the longer the maturity (duration) of a bond, the more sensitive
   it is to movements in interest rates. Therefore, long-term bonds, while
   generally providing higher current income, may be subject to greater price
   volatility than bonds with shorter maturities.

o  The Fund is subject to credit risk. If the Fund holds securities that are
   downgraded or whose issuers become unable to pay interest or principal, the
   Fund's net asset value may decline. Revenue bonds held by the Fund may be
   downgraded or may default on payment if revenues from their underlying
   facilities decline.

   
o  If certain securities or market sectors represented in the Fund's portfolio
   do not perform as expected, the Fund's net asset value may decline.

o  Because the Fund invests primarily in the securities of Maryland issuers, its
   performance may be affected by local, state, and regional factors. These may
   include state or local legislation or policy changes, economics, natural
   disasters, and the possibility of credit problems. Because the Fund favors
   investing in revenue bonds, its performance may also be affected by economic
   developments impacting a specific facility or type of facility. The
   performance of general obligation bonds of the State of Maryland may be
   affected by efforts to limit or reduce state or local taxes. 
    


                                       18
- --------------------------------------------------------------------------------

<PAGE>


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

Maryland Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.


 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989              10.49%
                            1990               6.15%
                            1991              10.47%
                            1992               8.24%
                            1993              11.93%
                            1994              -5.48%
                            1995              16.84%
                            1996               3.66%
                            1997               8.09%
                            1998               5.85% 
                                               
   
Best calendar quarter return: 6.96% - quarter ended 3/31/95

Worst calendar quarter return: -5.29% - quarter ended 3/31/94
    

- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98
   
                                                                      Class D
                                                                       Since
                                      One       Five         Ten     Inception
                                      Year      Years       Years      2/1/94
                                      ----      -----       -----      ------
Class A                              0.80%       4.52%       6.95%         --
Class D                              3.89         n/a         n/a        4.42%
Lehman Brothers
 Municipal Bond Index                6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance.

(1)  From 1/31/94.
- --------------------------------------------------------------------------------


FEES AND EXPENSES

Shareholder Fees                                            Class A      Class D
- ----------------                                            -------      -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .09%          1.00%
Other Expenses ......................................        .30%           .30%
                                                            ----           ----
Total Annual Fund Operating Expenses ................        .89%          1.80%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    


Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $562      $745       $945      $1,519
Class D           283       566        975       2,116

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $562      $745       $945      $1,519
Class D           183       566        975       2,116


                                       19
- --------------------------------------------------------------------------------

<PAGE>


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

Massachusetts Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

   
The Massachusetts Fund seeks to maximize income exempt from regular federal
income taxes and from Massachusetts personal income taxes to the extent
consistent with preservation of capital and with consideration given to
opportunities for capital gain.
    

The Massachusetts Fund uses the following strategies to pursue its objective:

The Massachusetts Fund invests at least 80% of its net assets in Massachusetts
municipal securities rated investment grade when purchased.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective.

PRINCIPAL RISKS

The Massachusetts Fund is subject to the following principal risks:

o    The Fund is subject to interest rate risk. When interest rates rise,
     municipal bond prices fall. Movements in interest rates may affect the
     Fund's yield, net asset value, and total return.

o    Generally, the longer the maturity (duration) of a bond, the more sensitive
     it is to movements in interest rates. Therefore, long-term bonds, while
     generally providing higher current income, may be subject to greater price
     volatility than bonds with shorter maturities.


o    The Fund is subject to credit risk. If the Fund holds securities that are
     downgraded or whose issuers become unable to pay interest or principal, the
     Fund's net asset value may decline. Revenue bonds held by the Fund may be
     downgraded or may default on payment if revenues from their underlying
     facilities decline.

   
o    If certain securities or market sectors represented in the Fund's portfolio
     do not perform as expected, the Fund's net asset value may decline.

o    Because the Fund invests primarily in the securities of Massachusetts
     issuers, its performance may be affected by local, state, and regional
     factors. These may include state or local legislation or policy changes,
     economics, natural disasters, and the possibility of credit problems.
     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 these financial difficulties could adversely
     affect the market value and marketability of, or result in default payments
     on, outstanding obligations issued by Massachusetts or its public
     authorities or municipalities.
    


                                       20
- --------------------------------------------------------------------------------

<PAGE>


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

Massachusetts Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results. 


 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989               8.67%
                            1990               5.42%
                            1991              12.97%
                            1992               9.08%
                            1993              11.52%
                            1994              -4.43%
                            1995              15.20%
                            1996               4.14%
                            1997               8.68%
                            1998               6.55% 

   
Best calendar quarter return: 6.16% - quarter ended 3/31/95

Worst calendar quarter return: -4.69% - quarter ended 3/31/94
    


- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98

   
                                                                      Class D
                                                                       Since
                                     One        Five         Ten     Inception
                                     Year       Years       Years      2/1/94
                                     ----       -----       -----      ------
Class A                              1.49%       4.81%       7.13%         --
Class D                              4.59         n/a         n/a        4.69%
Lehman Brothers
 Municipal Bond Index                6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance

(1)  From 1/31/94.
- --------------------------------------------------------------------------------


FEES AND EXPENSES

Shareholder Fees                                           Class A       Class D
- ----------------                                           -------       -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .09%          1.00%
Other Expenses ......................................        .21%           .21%
                                                            ----           ----
Total Annual Fund Operating Expenses ................        .80%          1.71%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    


Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:


                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $553      $718       $898      $1,418
Class D           274       539        928       2,019

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $553      $718       $898      $1,418
Class D           174       539        928       2,019


                                       21
- --------------------------------------------------------------------------------

<PAGE>


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

Michigan Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

   
The Michigan Fund seeks to maximize income exempt from regular federal income
taxes and from Michigan personal income taxes to the extent consistent with
preservation of capital and with consideration given to opportunities for
capital gain
    

The Michigan Fund uses the following strategies to pursue its objective:

The Michigan Fund invests at least 80% of its net assets in Michigan municipal
securities rated investment grade when purchased.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective.

PRINCIPAL RISKS

The Michigan Fund is subject to the following principal risks:

o    The Fund is subject to interest rate risk. When interest rates rise,
     municipal bond prices fall. Movements in interest rates may affect the
     Fund's yield, net asset value, and total return.

o    Generally, the longer the maturity (duration) of a bond, the more sensitive
     it is to movements in interest rates. Therefore, long-term bonds, while
     generally providing higher current income, may be subject to greater price
     volatility than bonds with shorter maturities.

o    The Fund is subject to credit risk. If the Fund holds securities that are
     downgraded or whose issuers become unable to pay interest or principal, the
     Fund's net asset value may decline. Revenue bonds held by the Fund may be
     downgraded or may default on payment if revenues from their underlying
     facilities decline.

   
o    If certain securities or market sectors represented in the Fund's portfolio
     do not perform as expected, the Fund's net asset value may decline.

o    Because the Fund invests primarily in the securities of Michigan issuers,
     its performance may be affected by local, state, and regional factors.
     These may include state or local legislation or policy changes, economics,
     natural disasters, and the possibility of credit problems. The principal
     sectors of Michigan's economy are manufacturing of durable goods (including
     automobiles and components and office equipment), tourism, and agriculture.
     The cyclical nature of these industries can adversely affect the revenue
     stream of the State and its political subdivisions because it may adversely
     impact tax sources, particularly sales taxes, income taxes and single
     business taxes.
    


                                       22
- --------------------------------------------------------------------------------

<PAGE>


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

Michigan Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.


 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989              10.71%
                            1990               5.85%
                            1991              12.01%
                            1992               9.31%
                            1993              11.48%
                            1994              -4.84%
                            1995              15.78%
                            1996               3.74%
                            1997               8.73%
                            1998               6.12% 
                                              
   
Best calendar quarter return: 6.57% - quarter ended 3/31/95

Worst calendar quarter return: -4.63% - quarter ended 3/31/94
    


- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98

   
                                                                      Class D
                                                                       Since
                                     One        Five         Ten     Inception
                                     Year       Years       Years      2/1/94
                                     ----       -----       -----      ------
Class A                              1.09%       4.66%       7.23%         --
Class D                              4.06         n/a         n/a        4.51%
Lehman Brothers
 Municipal Bond Index                6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance

(1)  From 1/31/94.
- --------------------------------------------------------------------------------

FEES AND EXPENSES

Shareholder Fees                                           Class A       Class D
- ----------------                                           -------       -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .09%          1.00%
Other Expenses ......................................        .20%           .20%
                                                            ----           ----
Total Annual Fund Operating Expenses ................        .79%          1.70%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    



Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:


                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $552      $715       $898      $1,406
Class D           273       536        923       2,009

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $552      $715       $893      $1,406
Class D           173       536        923       2,009


                                       23
- --------------------------------------------------------------------------------

<PAGE>


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

Minnesota Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

   
The Minnesota Fund seeks to maximize income exempt from regular federal income
taxes and from regular Minnesota personal income taxes to the extent consistent
with preservation of capital and with consideration given to opportunities for
capital gain.
    

The Minnesota Fund uses the following strategies to pursue its objective:

The Minnesota Fund invests at least 80% of its net assets in Minnesota municipal
securities rated investment grade when purchased.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective. 

PRINCIPAL RISKS

The Minnesota Fund is subject to the following principal risks

o    The Fund is subject to interest rate risk. When interest rates rise,
     municipal bond prices fall. Movements in interest rates may affect the
     Fund's yield, net asset value, and total return.

o    Generally, the longer the maturity (duration) of a bond, the more sensitive
     it is to movements in interest rates. Therefore, long-term bonds, while
     generally providing higher current income, may be subject to greater price
     volatility than bonds with shorter maturities.

o    The Fund is subject to credit risk. If the Fund holds securities that are
     downgraded or whose issuers become unable to pay interest or principal, the
     Fund's net asset value may decline. Revenue bonds held by the Fund may be
     downgraded or may default on payment if revenues from their underlying
     facilities decline.

   
o    If certain securities or market sectors represented in the Fund's portfolio
     do not perform as expected, the Fund's net asset value may decline.

o    Because the Fund invests primarily in the securities of Minnesota issuers,
     its performance may be affected by local, state, and regional factors.
     These may include state or local legislation or policy changes, economics,
     natural disasters, and the possibility of credit problems. Pursuant to
     Minnesota legislation enacted in 1995, dividends that would otherwise be
     exempt from Minnesota personal income tax in the case of individuals,
     estates, and trusts, could become subject to the Minnesota personal income
     tax if it were judicially determined that exempting such dividends would
     discriminate against interstate commerce.
    


                                       24
- --------------------------------------------------------------------------------

<PAGE>


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

Minnesota Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.


 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989               9.89%
                            1990               6.52%
                            1991               7.53%
                            1992               7.67%
                            1993              13.49%
                            1994              -2.54%
                            1995              11.41%
                            1996               3.39%
                            1997               7.02%
                            1998               6.43% 
                                              

   
Best calendar quarter return: 6.01% - quarter ended 6/30/89

Worst calendar quarter return: -3.23% - quarter ended 3/31/94
    


- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98

   
                                                                      Class D
                                                                       Since
                                     One        Five         Ten     Inception
                                     Year       Years       Years      2/1/94
                                     ----       -----       -----      ------
Class A                              1.18%       3.79%       6.45%         --
Class D                              4.26         n/a         n/a        3.89%
Lehman Brothers
 Municipal Bond Index                6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance

(1)  From 1/31/94.
- --------------------------------------------------------------------------------

FEES AND EXPENSES

Shareholder Fees                                           Class A       Class D
- ----------------                                           -------       -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .09%          1.00%
Other Expenses ......................................        .22%           .22%
                                                            ----           ----
Total Annual Fund Operating Expenses ................        .81%          1.72%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    



Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:


                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $554      $721       $903      $1,429
Class D           275       542        933       2,030

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $554      $721       $903      $1,429
Class D           175       542        933       2,030


                                       25
- --------------------------------------------------------------------------------


<PAGE>


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

Missouri Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

   
The Missouri Fund seeks to maximize income exempt from regular federal income
taxes and from Missouri personal income taxes to the extent consistent with
preservation of capital and with consideration given to opportunities for
capital gain.
    

The Missouri Fund uses the following strategies to pursue its objective

The Missouri Fund invests at least 80% of its net assets in Missouri municipal
securities rated investment grade when purchased.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective.

PRINCIPAL RISKS

The Missouri Fund is subject to the following principal risks:

o    The Fund is subject to interest rate risk. When interest rates rise,
     municipal bond prices fall. Movements in interest rates may affect the
     Fund's yield, net asset value, and total return

o    Generally, the longer the maturity (duration) of a bond, the more sensitive
     it is to movements in interest rates. Therefore, long-term bonds, while
     generally providing higher current income, may be subject to greater price
     volatility than bonds with shorter maturities

o    The Fund is subject to credit risk. If the Fund holds securities that are
     downgraded or whose issuers become unable to pay interest or principal, the
     Fund's net asset value may decline. Revenue bonds held by the Fund may be
     downgraded or may default on payment if revenues from their underlying
     facilities decline.

   
o    If certain securities or market sectors represented in the Fund's portfolio
     do not perform as expected, the Fund's net asset value may decline.

o    Because the Fund invests primarily in the securities of Missouri issuers,
     its performance may be affected by local, state, and regional factors.
     These may include state or local legislation or policy changes, economics,
     natural disasters, and the possibility of credit problems. The national
     economic recession of the early 1980s had a disproportionately adverse
     impact on Missouri's economy, and its unemployment levels. A return to a
     pattern of high unemployment could adversely affect the Missouri debt
     obligations acquired by the Fund. Defense related business plays an
     important role in Missouri's economy. Negative trends in this industry or
     relocations of major employers could have a negative impact on the economy
     of the State and particularly on the economy of the St. Louis metropolitan
     area.
    


                                       26
- --------------------------------------------------------------------------------

<PAGE>


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

Missouri Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.


 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989               9.44%
                            1990               6.93%
                            1991              11.37%
                            1992               7.25%
                            1993              11.40%
                            1994              -6.32%
                            1995              16.95%
                            1996               3.71%
                            1997               8.08%
                            1998               5.77%
                                              

   
Best calendar quarter return: 7.31% - quarter ended 3/31/95

Worst calendar quarter return: -6.11% - quarter ended 3/31/94
    


- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98

   
                                                                      Class D
                                                                       Since
                                     One        Five         Ten     Inception
                                     Year       Years       Years      2/1/94
                                     ----       -----       -----      ------
Class A                              0.76%       4.34%       6.78%         --
Class D                              3.83         n/a         n/a        4.20%
Lehman Brothers
 Municipal Bond Index                6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance

(1)  From 1/31/94.
- --------------------------------------------------------------------------------

FEES AND EXPENSES

Shareholder Fees                                           Class A       Class D
- ----------------                                           -------       -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .10%          1.00%
Other Expenses ......................................        .29%           .29%
                                                            ----           ----
Total Annual Fund Operating Expenses ................        .89%          1.79%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    



Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:


                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $562      $745       $945      $1,519
Class D           282       563        970       2,105

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $562      $745       $945      $1,519
Class D           182       563        970       2,105


                                       27
- --------------------------------------------------------------------------------


<PAGE>


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

New Jersey Fund

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES

The New Jersey Fund seeks to maximize income exempt from regular federal income
tax and New Jersey gross income tax consistent with preservation of capital and
with consideration given to opportunities for capital gain.

The New Jersey Fund uses the following strategies to pursue its objective:

The New Jersey Fund invests at least 80% of its net assets in New Jersey
municipal securities rated investment grade when purchased.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective

PRINCIPAL RISKS

The New Jersey Fund is subject to the following principal risks:

o    The Fund is subject to interest rate risk. When interest rates rise,
     municipal bond prices fall. Movements in interest rates may affect the
     Fund's yield, net asset value, and total return.

o    Generally, the longer the maturity (duration) of a bond, the more sensitive
     it is to movements in interest rates. Therefore, long-term bonds, while
     generally providing higher current income, may be subject to greater price
     volatility than bonds with shorter maturities.

o    The Fund is subject to credit risk. If the Fund holds securities that are
     downgraded or whose issuers become unable to pay interest or principal, the
     Fund's net asset value may decline. Revenue bonds held by the Fund may be
     downgraded or may default on payment if revenues from their underlying
     facilities decline.

   
o    If certain securities or market sectors represented in the Fund's portfolio
     do not perform as expected, the Fund's net asset value may decline.

o    Because the Fund invests primarily in the securities of New Jersey issuers,
     its performance may be affected by local, state, and regional factors.
     These may include state or local legislation or policy changes, economics,
     natural disasters, and the possibility of credit problems. New Jersey's
     economic base is diversified, consisting of a variety of manufacturing,
     construction, and service industries, supplemented by rural areas with
     selective commercial agriculture. New Jersey's economy will be affected by
     trends in these sectors.
    


                                       28
- --------------------------------------------------------------------------------

<PAGE>


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

New Jersey Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.

 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989              10.56%
                            1990               6.78%
                            1991              11.04%
                            1992               8.99%
                            1993              12.37%
                            1994              -6.15%
                            1995              15.57%
                            1996               3.40%
                            1997               8.93%
                            1998               6.00%

   
Best calendar quarter return: 6.78% - quarter ended 3/31/95

Worst calendar quarter return: -5.63% - quarter ended 3/31/94
    


- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98

   
                                                                      Class D
                                                                       Since
                                     One        Five         Ten     Inception
                                     Year       Years       Years      2/1/94
                                     ----       -----       -----      ------
Class A                              0.96%       4.29%       7.07%         --
Class D                              4.03         n/a         n/a        4.52%
Lehman Brothers
 Municipal Bond Index                6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance

(1)  From 1/31/94.
- --------------------------------------------------------------------------------

FEES AND EXPENSES

Shareholder Fees                                           Class A       Class D
- ----------------                                           -------       -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .30%          1.00%
Other Expenses ......................................        .30%           .30%
                                                            ----           ----
Total Annual Fund Operating Expenses ................       1.02%          1.80%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    


Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:


                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $574      $784     $1,011      $1,664
Class D           283       566        975       2,116

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $574      $784     $1,011      $1,664
Class D           183       566        975       2,116


                                       29
- --------------------------------------------------------------------------------


<PAGE>


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

New York Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

   
The New York Fund seeks to maximize income exempt from regular federal income
taxes and from New York personal income taxes to the extent consistent with
preservation of capital and with consideration given to opportunities for
capital gain
    

The New York Fund uses the following strategies to pursue its objective:

The New York Fund invests at least 80% of its net assets in New York municipal
securities rated investment grade when purchased.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective.

PRINCIPAL RISKS

The New York Fund is subject to the following principal risks:

o    The Fund is subject to interest rate risk. When interest rates rise,
     municipal bond prices fall. Movements in interest rates may affect the
     Fund's yield, net asset value, and total return.

o    Generally, the longer the maturity (duration) of a bond, the more sensitive
     it is to movements in interest rates. Therefore, long-term bonds, while
     generally providing higher current income, may be subject to greater price
     volatility than bonds with shorter maturities.

o    The Fund is subject to credit risk. If the Fund holds securities that are
     downgraded or whose issuers become unable to pay interest or principal, the
     Fund's net asset value may decline. Revenue bonds held by the Fund may be
     downgraded or may default on payment if revenues from their underlying
     facilities decline

   
o    If certain securities or market sectors represented in the Fund's portfolio
     do not perform as expected, the Fund's net asset value may decline.

o    Because the Fund invests primarily in the securities of New York issuers,
     its performance may be affected by local, state, and regional factors.
     These may include state or local legislation or policy changes, economics,
     natural disasters, and the possibility of credit problems. New York City
     and certain localities outside New York City have experienced financial
     problems. These problems may affect the fiscal health of the State.
    


                                       30
- --------------------------------------------------------------------------------

<PAGE>


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

New York Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.

 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989               9.39%
                            1990               4.18%
                            1991              13.53%
                            1992               9.31%
                            1993              13.26%
                            1994              -7.93%
                            1995              19.31%
                            1996               3.83%
                            1997              10.04%
                            1998               6.86%
                                              

   
Best calendar quarter return: 8.13% - quarter ended 3/31/95

Worst calendar quarter return: -6.61% - quarter ended 3/31/94
    


- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98

   
                                                                      Class D
                                                                       Since
                                     One        Five         Ten     Inception
                                     Year       Years       Years      2/1/94
                                     ----       -----       -----      ------
Class A                              1.73%       5.03%       7.42%         --
Class D                              4.90         n/a         n/a        4.93%
Lehman Brothers
 Municipal Bond Index                6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance

(1)  From 1/31/94.
- --------------------------------------------------------------------------------

FEES AND EXPENSES

Shareholder Fees                                           Class A       Class D
- ----------------                                           -------       -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .09%          1.00%
Other Expenses ......................................        .22%           .22%
                                                            ----           ----
Total Annual Fund Operating Expenses ................        .81%          1.72%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    


Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:


                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $554      $721       $903      $1,429
Class D           275       542        933       2,030

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $554      $721       $903      $1,429
Class D           175       542        933       2,030


                                       31
- --------------------------------------------------------------------------------


<PAGE>


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

North Carolina Fund

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES

   
The North Carolina Fund seeks high income exempt from regular federal income
taxes and North Carolina personal income taxes consistent with preservation of
capital and with consideration given to capital gain.
    

The North Carolina Fund uses the following strategies to pursue its objective:

The North Carolina Fund invests at least 80% of its net assets in North Carolina
municipal securities rated investment grade when purchased.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

 In abnormal market conditions, the Fund may temporarily invest more than
20% of its assets in taxable investment-grade fixed-income securities. Under
these circumstances, the Fund may not achieve its investment objective.

PRINCIPAL RISKS

The North Carolina Fund is subject to the following principal risks:

o    The Fund is subject to interest rate risk. When interest rates rise,
     municipal bond prices fall. Movements in interest rates may affect the
     Fund's yield, net asset value, and total return.

o    Generally, the longer the maturity (duration) of a bond, the more sensitive
     it is to movements in interest rates. Therefore, long-term bonds, while
     generally providing higher current income, may be subject to greater price
     volatility than bonds with shorter maturities.

o    The Fund is subject to credit risk. If the Fund holds securities that are
     downgraded or whose issuers become unable to pay interest or principal, the
     Fund's net asset value may decline. Revenue bonds held by the Fund may be
     downgraded or may default on payment if revenues from their underlying
     facilities decline.

   
o    If certain securities or market sectors represented in the Fund's portfolio
     do not perform as expected, the Fund's net asset value may decline.

o    Because the Fund invests primarily in the securities of North Carolina
     issuers, its performance may be affected by local, state, and regional
     factors. These may include state or local legislation or policy changes,
     economics, natural disasters, and the possibility of credit problems. North
     Carolina's total expenditures for each fiscal period covered by the budget
     must not exceed total receipts during the period and the surplus in the
     State Treasury at the beginning of the period. During the State's 1990-1991
     fiscal year, it began facing a substantial budget shortfall resulting from
     the failure of revenues received by the State to meet projected levels.
     While the State was successful in dealing with the problem, pressure on
     state revenues may be an ongoing problem.
    


                                       32
- --------------------------------------------------------------------------------
<PAGE>


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


North Carolina Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.


 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1990*              2.80%
                            1991              10.63%
                            1992               8.15%
                            1993              12.98%
                            1994              -7.35%
                            1995              19.56%
                            1996               2.71%
                            1997               8.75%
                            1998               5.81%


   
Best calendar quarter return: 8.72% - quarter ended 3/31/95

Worst calendar quarter return: -6.73% - quarter ended 3/31/94
    


- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98

   
                                                                      Class D
                                                                       Since
                                     One        Five         Ten     Inception
                                     Year       Years       Years      2/1/94
                                     ----       -----       -----      ------
Class A                              0.85%       4.53%       6.80%         --
Class D                              4.14         n/a         n/a        4.57%
Lehman Brothers
 Municipal Bond Index                6.48        6.23        8.24(1)     6.09(2)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance

(1)  From 8/31/90.

(2)  From 1/31/94.
- --------------------------------------------------------------------------------

FEES AND EXPENSES

Shareholder Fees                                           Class A       Class D
- ----------------                                           -------       -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .23%          1.00%
Other Expenses ......................................        .32%           .32%
                                                            ----           ----
Total Annual Fund Operating Expenses ................       1.05%          1.82%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    


Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:


                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $577      $793     $1,027      $1,697
Class D           285       573        985       2,137

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $577      $793     $1,027      $1,697
Class D           185       573        985       2,137


                                       33
- --------------------------------------------------------------------------------


<PAGE>


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

Ohio Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

   
The Ohio Fund seeks to maximize income exempt from regular federal income taxes
and from Ohio personal income taxes to the extent consistent with preservation
of capital and with consideration given to opportunities for capital gain.
    

The Ohio Fund uses the following strategies to pursue its objective:

The Ohio Fund invests at least 80% of its net assets in Ohio municipal
securities rated investment grade when purchased.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective.

PRINCIPAL RISKS

The Ohio Fund is subject to the following principal risks:

o    The Fund is subject to interest rate risk. When interest rates rise,
     municipal bond prices fall. Movements in interest rates may affect the
     Fund's yield, net asset value, and total return.

o    Generally, the longer the maturity (duration) of a bond, the more sensitive
     it is to movements in interest rates. Therefore, long-term bonds, while
     generally providing higher current income, may be subject to greater price
     volatility than bonds with shorter maturities.

o    The Fund is subject to credit risk. If the Fund holds securities that are
     downgraded or whose issuers become unable to pay interest or principal, the
     Fund's net asset value may decline. Revenue bonds held by the Fund may be
     downgraded or may default on payment if revenues from their underlying
     facilities decline.

   
o    If certain securities or market sectors represented in the Fund's portfolio
     do not perform as expected, the Fund's net asset value may decline.

o    Because the Fund invests primarily in the securities of Ohio issuers, its
     performance may be affected by local, state, and regional factors. These
     may include state or local legislation or policy changes, economics,
     natural disasters, and the possibility of credit problems. Ohio's economy
     relies 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 other states and in the
     nation as a whole.
    



                                       34
- --------------------------------------------------------------------------------
<PAGE>


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

Ohio Fund

PAST PERFORMANCE 

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.

 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

   
                          Class A Annual Total Returns
                                 Calendar Years

                            1989               9.94%
                            1990               6.58%
                            1991              11.31%
                            1992               8.43%
                            1993              11.64%
                            1994              -4.91%
                            1995              15.23%
                            1996               3.77%
                            1997               8.39%
                            1998               5.89%


Best calendar quarter return: 6.47% - quarter ended 3/31/95

Worst calendar quarter return: -4.89% - quarter ended 3/31/94
    


- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98

   
                                                                       Since
                                     One        Five         Ten     Inception
                                     Year       Years       Years      2/1/94
                                     ----       -----       -----      ------
Class A                              0.85%       4.44%       6.97%         --
Class D                              3.94         n/a         n/a        4.41%
Lehman Brothers
 Municipal Bond Index                6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance

(1)  From 1/31/94.
- --------------------------------------------------------------------------------

FEES AND EXPENSES

Shareholder Fees                                           Class A       Class D
- ----------------                                           -------       -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .09%          1.00%
Other Expenses ......................................        .19%           .19%
                                                            ----           ----
Total Annual Fund Operating Expenses ................        .78%          1.69%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    


Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:


                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $551      $712       $888      $1,395
Class D           272       533        918       1,998

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $551      $712       $888      $1,395
Class D           172       533        918       1,998


                                       35
- --------------------------------------------------------------------------------


<PAGE>

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


Oregon Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

   
The Oregon Fund seeks to maximize income exempt from regular federal income
taxes and from Oregon personal income taxes to the extent consistent with
preservation of capital and with consideration given to opportunities for
capital gain.
    

The Oregon Fund uses the following strategies to pursue its objective:

The Oregon Fund invests at least 80% of its net assets in Oregon municipal
securities rated investment grade when purchased.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective.

Principal Risks

The Oregon Fund is subject to the following principal risks:

o    The Fund is subject to interest rate risk. When interest rates rise,
     municipal bond prices fall. Movements in interest rates may affect the
     Fund's yield, net asset value, and total return.

o    Generally, the longer the maturity (duration) of a bond, the more sensitive
     it is to movements in interest rates. Therefore, long-term bonds, while
     generally providing higher current income, may be subject to greater price
     volatility than bonds with shorter maturities.

o    The Fund is subject to credit risk. If the Fund holds securities that are
     downgraded or whose issuers become unable to pay interest or principal, the
     Fund's net asset value may decline. Revenue bonds held by the Fund may be
     downgraded or may default on payment if revenues from their underlying
     facilities decline.

   
o    If certain securities or market sectors represented in the Fund's portfolio
     do not perform as expected, the Fund's net asset value may decline.

o    Because the Fund invests primarily in the securities of Oregon issuers, its
     performance may be affected by local, state, and regional factors. These
     may include state or local legislation or policy changes, economics,
     natural disasters, and the possibility of credit problems. Oregon's economy
     has been affected by the high technology manufacturing, forest products,
     and agriculture industries, which have all been slowed by declining exports
     to Asia.
    



                                       36
- --------------------------------------------------------------------------------
<PAGE>


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

Oregon Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.

 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989              10.44%
                            1990               6.50%
                            1991              10.82%
                            1992               7.78%
                            1993              10.90%
                            1994              -4.56%
                            1995              14.55%
                            1996               3.81%
                            1997               9.05%
                            1998               6.09%


   
Best calendar quarter return: 6.49% - quarter ended 6/30/89

Worst calendar quarter return: -4.48% - quarter ended 3/31/94
    


- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98

   
                                                                      Class D
                                                                       Since
                                     One        Five         Ten     Inception
                                     Year       Years       Years      2/1/94
                                     ----       -----       -----      ------
Class A                              1.09%       4.57%       6.89%         --
Class D                              4.13         n/a         n/a        4.53%
Lehman Brothers
 Municipal Bond Index                6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance

(1)  From 1/31/94.
- --------------------------------------------------------------------------------

FEES AND EXPENSES

Shareholder Fees                                           Class A       Class D
- ----------------                                           -------       -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .09%          1.00%
Other Expenses ......................................        .29%           .29%
                                                            ----           ----
Total Annual Fund Operating Expenses ................        .88%          1.79%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    


Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:


                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $561      $742       $939      $1,508
Class D           282       563        970       2,105

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $561      $742       $939      $1,508
Class D           182       563        970       2,105


                                       37
- --------------------------------------------------------------------------------
<PAGE>


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

Pennsylvania Fund

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES

The Pennsylvania Fund seeks high income exempt from regular federal income tax
and Pennsylvania income taxes consistent with preservation of capital.

The Pennsylvania Fund uses the following strategies to pursue its objective:

The Pennsylvania Fund invests at least 80% of its net assets in Pennsylvania
municipal securities rated investment grade when purchased. The Fund will
ordinarily hold securities with maturities in excess of one year.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than
20% of its assets in taxable investment-grade fixed-income securities. Under
these circumstances, the Fund may not achieve its investment objective.

PRINCIPAL RISKS

The Pennsylvania Fund is subject to the following principal risks:

o    The Fund is subject to interest rate risk. When interest rates rise,
     municipal bond prices fall. Movements in interest rates may affect the
     Fund's yield, net asset value, and total return.

o    Generally, the longer the maturity (duration) of a bond, the more sensitive
     it is to movements in interest rates. Therefore, long-term bonds, while
     generally providing higher current income, may be subject to greater price
     volatility than bonds with shorter maturities.

o    The Fund is subject to credit risk. If the Fund holds securities that are
     downgraded or whose issuers become unable to pay interest or principal, the
     Fund's net asset value may decline. Revenue bonds held by the Fund may be
     downgraded or may default on payment if revenues from their underlying
     facilities decline.

o    If certain securities or market sectors represented in the Fund's portfolio
     do not perform as expected, the Fund's net asset value may decline.

o    Because the Fund invests primarily in the securities of Pennsylvania
     issuers, its performance may be affected by local, state, and regional
     factors. These may include state or local legislation or policy changes,
     economics, natural disasters, and the possibility of credit problems. From
     time to time, Pennsylvania and various of its political subdivisions
     (including particularly the City of Philadelphia and the City of Scranton)
     have encountered financial difficulty due to slowdowns in the pace of
     economic activity and to other factors.




                                       38
- --------------------------------------------------------------------------------
<PAGE>


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

Pennsylvania Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.

 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989              10.24%
                            1990               5.35%
                            1991              11.29%
                            1992               9.32%
                            1993              12.91%
                            1994              -7.03%
                            1995              18.01%
                            1996               3.44%
                            1997               8.70%
                            1998               6.14%


   
Best calendar quarter return: 7.59% - quarter ended 3/31/95

Worst calendar quarter return: -6.40% - quarter ended 3/31/94
    


- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98

   
                                                                      Class D
                                                                       Since
                                     One        Five         Ten     Inception
                                     Year       Years       Years      2/1/94
                                     ----       -----       -----      ------
Class A                              1.10%       4.53%       7.12%         --
Class D                              4.32         n/a         n/a        4.49%
Lehman Brothers
 Municipal Bond Index                6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance

(1)  From 1/31/94.
- --------------------------------------------------------------------------------

FEES AND EXPENSES

Shareholder Fees                                           Class A       Class D
- ----------------                                           -------       -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .22%          1.00%
Other Expenses ......................................        .47%           .47%
                                                            ----           ----
Total Annual Fund Operating Expenses ................       1.19%          1.97%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    


Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:


                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $591      $835      $1,098      $1,850
Class D           300       618       1,062       2,296

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $591      $835      $1,098      $1,850
Class D           200       618       1,062       2,296


                                       39
- --------------------------------------------------------------------------------


<PAGE>


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

South Carolina Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

   
The South Carolina Fund seeks to maximize income exempt from regular federal
income taxes and from South Carolina personal income taxes to the extent
consistent with preservation of capital and with consideration given to
opportunities for capital gain.
    

The South Carolina Fund uses the following strategies to pursue its objective:

The South Carolina Fund invests at least 80% of its net assets in South Carolina
municipal securities rated investment grade when purchased.

The Fund generally invests in long-term quality municipal bonds. The Fund favors
investing in revenue bonds, which pay interest and principal from revenues
derived from a particular facility or class of facilities. Revenue bonds
generally offer a higher yield than general obligation bonds, the payment on
which is secured by the general taxing power of the issuer.

In abnormal market conditions, the Fund may temporarily invest more than 20% of
its assets in taxable investment-grade fixed-income securities. Under these
circumstances, the Fund may not achieve its investment objective.

Principal Risks

The South Carolina Fund is subject to the following principal risks:

o    The Fund is subject to interest rate risk. When interest rates rise,
     municipal bond prices fall. Movements in interest rates may affect the
     Fund's yield, net asset value, and total return.

o    Generally, the longer the maturity (duration) of a bond, the more sensitive
     it is to movements in interest rates. Therefore, long-term bonds, while
     generally providing higher current income, may be subject to greater price
     volatility than bonds with shorter maturities.

o    The Fund is subject to credit risk. If the Fund holds securities that are
     downgraded or whose issuers become unable to pay interest or principal, the
     Fund's net asset value may decline. Revenue bonds held by the Fund may be
     downgraded or may default on payment if revenues from their underlying
     facilities decline.

o    If certain securities or market sectors represented in the Fund's portfolio
     do not perform as expected, the Fund's net asset value may decline.

o    Because the Fund invests primarily in the securities of South Carolina
     issuers, its performance may be affected by local, state, and regional
     factors. These may include state or local legislation or policy changes,
     economics, natural disasters, and the possibility of credit problems. While
     South Carolina has not defaulted on its bonded debt since 1879, the State
     did experience certain budgeting difficulties over several recent years
     through June 30, 1993. Such difficulties have not to date impacted the
     State's ability to pay its indebtedness but did result in S&P lowering its
     rating on South Carolina general obligation bonds in 1993. The rating was
     restored to AAA in 1996.


                                       40
- --------------------------------------------------------------------------------
<PAGE>


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

South Carolina Fund

PAST PERFORMANCE

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table do reflect the
effect of the applicable sales charges. Both the bar chart and table assume that
all dividends and capital gain distributions were reinvested. Past performance
does not indicate future results.

  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]


                          Class A Annual Total Returns
                                 Calendar Years

                            1989              10.61%
                            1990               6.01%
                            1991              11.52%
                            1992               8.69%
                            1993              11.71%
                            1994              -6.70%
                            1995              17.65%
                            1996               3.93%
                            1997               8.72%
                            1998               5.73%


   
Best calendar quarter return: 7.23% - quarter ended 3/31/95

Worst calendar quarter return: -6.18% - quarter ended 3/31/94
    


- --------------------------------------------------------------------------------
                          Average Annual Total Returns
                             Periods Ended 12/31/98

   
                                                                      Class D
                                                                       Since
                                     One        Five         Ten     Inception
                                     Year       Years       Years      2/1/94
                                     ----       -----       -----      ------
Class A                              0.70%       4.54%       7.06%         --
Class D                              3.78         n/a         n/a        4.46%
Lehman Brothers
 Municipal Bond Index                6.48        6.23        8.22        6.09(1)
    

The Lehman Brothers Municipal Bond Index is an unmanaged index that does not
reflect any fees or sales charges, and does not reflect state-specific bond
market performance

(1)  From 1/31/94.
- --------------------------------------------------------------------------------

FEES AND EXPENSES

Shareholder Fees                                           Class A       Class D
- ----------------                                           -------       -------
   
Maximum Sales Charge (Load) on
  Purchases (as a % of offering price) ..............       4.75%(1)       none
Maximum Deferred Sales
  Charge (Load) (CDSC) on
  Redemptions (as a % of original
  purchase price or current
  net asset value, whichever is less) ...............       none(1)           1%

Annual Fund Operating
Expenses for Fiscal 1998
- ------------------------
(as a percentage of average net assets)

Management Fees .....................................        .50%           .50%
Distribution and/or
  Service (12b-1) Fees ..............................        .09%          1.00%
Other Expenses ......................................        .21%           .21%
                                                            ----           ----
Total Annual Fund Operating Expenses ................        .80%          1.71%
                                                            ====           ====

(1)  If you buy Class A shares for $1,000,000 or more you will not pay an
     initial sales charge, but your shares will be subject to a 1% CDSC if sold
     within 18 months.
    


Example

This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:


                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $553      $718        $898      $1,418
Class D           274       539         928       2,019

If you did not sell your shares at the end of each period, your expenses would
be:

                1 Year    3 Years    5 Years   10 Years
                ------    -------    -------   --------
Class A          $553      $718        $898      $1,418
Class D           174       539        928        2,019


                                       41
- --------------------------------------------------------------------------------

<PAGE>


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

MANAGEMENT OF THE FUNDS

A Board of Directors or Board of Trustees (as applicable) provides broad
supervision over the affairs of each Fund. 

Each Fund's manager is J. & W. Seligman & Co. Incorporated (Seligman), 100 Park
Avenue, New York, New York 10017. Seligman manages the investment of each Fund's
assets, including making purchases and sales of portfolio securities consistent
with each Fund's investment objective and strategies, and administers each
Fund's business and other affairs. 

   
Established in 1864, Seligman currently serves as manager to 18 US registered
investment companies, which offer more than 50 investment portfolios with
approximately $21.5 billion in assets as of December 31, 1998. Seligman also
provides investment management or advice to institutional or other accounts
having an aggregate value at December 31, 1998, of approximately $9.4 billion.

Each Fund pays Seligman a fee for its management services. The fee for each Fund
is equal to an annual rate of .50% of the Fund's average daily net assets.
    

Portfolio Management

   
The Funds are managed by the Seligman Municipals Team, headed by Thomas G.
Moles. Mr. Moles, a Managing Director of Seligman, has been Vice President and
Portfolio Manager of each Fund since its inception. Mr. Moles is also President
and Portfolio Manager of Seligman Quality Municipal Fund, Inc. and Seligman
Select Municipal Fund, Inc., two closed-end investment companies.
    


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

Affilates of Seligman

Seligman Advisors, Inc. (Seligman Advisors):
Each Fund's general distributor; responsible
for accepting orders for purchases and sales
of Fund shares.

   
Seliman Services, Inc.:
    

A limited purpose broker/dealer; acts as the
broker/dealer of record for shareholder
accounts that do not have a designated
financial advisor.

Seligman Data Corp. (SDC):

Each Fund's shareholder service agent
provides shareholder account services to the
Fund at cost.

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


                                       42
- --------------------------------------------------------------------------------
<PAGE>


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

YEAR 2000

As the millennium approaches, mutual funds, financial and business
organizations, and individuals could be adversely affected if their computer
systems do not properly process and calculate date-related information and data
on and after January 1, 2000. Like other mutual funds, the Funds rely upon
service providers and their computer systems for its day-to-day operations. Many
of the Funds' service providers in turn depend upon computer systems of their
vendors. Seligman and SDC, have established a year 2000 project team. The team's
purpose is to assess the state of readiness of Seligman and SDC and the Funds'
other service providers and vendors. The team is comprised of several
information technology and business professionals, as well as outside
consultants. The Project Manager of the team reports directly to the
Administrative Committee of Seligman. The Project Manager and other members of
the team also report to each Fund's Board and its Audit Committee.

   
The team has identified the service providers and vendors who furnish critical
services or software systems to the Funds, including securities firms that
execute portfolio transactions for the Funds and firms responsible for
shareholder account recordkeeping. The team is working with these critical
service providers and vendors to evaluate the impact year 2000 issues may have
on their ability to provide uninterrupted services to the Funds. The team will
assess the feasibility of their year 2000 plans. The team has made progress on
its year 2000 contingency plans -- recovery efforts the team will employ in the
event that year 2000 issues adversely affect the Funds. The team anticipates
finalizing these plans in the near future.

The Funds anticipate the team will have implemented all significant components
of the team's year 2000 plans by mid-1999, including appropriate testing of
critical systems and receipt of satisfactory assurances from critical service
providers and vendors regarding their year 2000 compliance. The Funds believe
that the critical systems on which they rely will function properly on and after
the year 2000, but this is not guaranteed. If these systems do not function
properly, or the Funds' critical service providers are not successful in
implementing their year 2000 plans, the Funds' operations may be adversely
affected, including pricing, securities trading and settlement, and the
provision of shareholder services. 

In addition, the Funds hold securities issued by governmental or
quasi-governmental issuers, which, like other organizations, may be susceptible
to year 2000 concerns. Year 2000 issues may affect an issuer's operations,
creditworthiness, and ability to make timely payment on any indebtedness and
could have an adverse impact on the value of its securities. If a Fund holds
these securities, its performance could be negatively affected. Seligman seeks
to identify an issuer's state of year 2000 readiness as part of the research it
employs. However, the perception of an issuer's year 2000 preparedness is only
one of the many factors considered in determining whether to buy, sell, or
continue to hold a security. Information provided by issuers concerning their
state of readiness may or may not be accurate or readily available. Further, the
Funds may be adversely affected if the exchanges, markets, depositories,
clearing agencies, or government or third parties responsible for infrastructure
needs do not address their year 2000 issues in a satisfactory manner.
    

SDC has informed the Funds that it does not expect the cost of its services to
increase materially as a result of the modifications to its computer systems
necessary to prepare for the year 2000. The Funds will not pay to remediate the
systems of Seligman or bear directly the costs to remediate the systems of any
other service providers or vendors, other than SDC. Affiliates of Seligman:


                                       43
- --------------------------------------------------------------------------------

<PAGE>


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

Shareholder Information

DECIDING WHICH CLASS OF SHARES TO BUY

Each Fund's Class A and Class D shares represent an interest in the same
portfolio of investments. However, each Class has its own sales charge schedule
and is subject to different ongoing 12b-1 fees. When deciding which Class of
shares to buy, you should consider, among other things:

     o    The amount you plan to invest.

     o    How long you intend to remain invested in the Fund, or another
          Seligman mutual fund.

     o    If you would prefer to pay an initial sales charge and lower ongoing
          12b-1 fees, or be subject to a CDSC and pay higher ongoing 12b-1 fees.

     o    Whether you may be eligible for reduced or no sales charges when you
          buy or sell shares. 

Your financial advisor will be able to help you decide which Class of shares
best meets your needs.

Class A

     o    Initial sales charge on Fund purchases, as set forth below:

<TABLE>
<CAPTION>
                                                         Sales Charge    Regular Dealer
                                      Sales Charge          as a %          Discount
                                         as a %             of Net          as a % of
      Amount of your Investment   of Offering Price(1)  Amount Invested  Offering Price
      --------------------------  --------------------  ---------------  --------------
<S>                                       <C>                <C>              <C>  
      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 and over(2)              0.00               0.00             0.00
</TABLE>

          (1)  "Offering Price" is the amount that you actually pay for Fund
               shares; it includes the initial sales charge.

          (2)  You will not pay a sales charge on purchases of $1 million or
               more, but you will be subject to a 1% CDSC if you sell your
               shares within 18 months.

     o    Annual 12b-1 fee (for shareholder services) of up to 0.25%.

     o    No sales charge on reinvested dividends or capital gain distributions.

Class D

     o    No initial sales charge on purchases.

     o    A 1% CDSC on shares sold within one year of purchase.

     o    Annual 12b-1 fee (for distribution and shareholder services) of 1.00%.

     o    No CDSC on redemptions of shares purchased with reinvested dividends
          or capital gain distributions.


   
Each Fund has adopted a plan under Rule 12b-1 of the Investment Company Act of
1940. The plan allows each Class to pay distribution and/or service fees for the
sale and distribution of its shares and/or for providing services to
shareholders.
    

Because 12b-1 fees are paid out of each Class's assets on an ongoing basis, over
time these fees will increase your investment expenses and may cost you more
than other types of sales charges.


                                       44
- --------------------------------------------------------------------------------

<PAGE>


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

The Board of Directors or Trustees, as applicable, believes that no conflict of
interest currently exists between a Fund's Class A and Class D shares. On an
ongoing basis, the Directors or Trustees, in the exercise of their fiduciary
duties under the Investment Company Act of 1940 and applicable state law, will
seek to ensure that no such conflict arises.

How CDSCs Are Calculated

To minimize the amount of CDSC you may pay when you sell your shares, each Fund
assumes that shares acquired through reinvested dividends and capital gain
distributions (which are not subject to a CDSC) are sold first. Shares that have
been in your account long enough so they are not subject to a CDSC are sold
next. After these shares are exhausted, shares will be sold in the order they
were purchased (oldest to youngest). The amount of any CDSC that you pay will be
based on the shares' original purchase price or current net asset value,
whichever is less.

   
You will not pay a CDSC when you exchange shares of any Fund to buy shares of
the same class of any other Seligman mutual fund. For the purpose of calculating
the CDSC when you sell shares that you acquired by exchanging shares of a Fund,
it will be assumed that you held the shares since the date you purchased the
shares of that Fund.
    

PRICING OF FUND SHARES

- ----------------------------------------
NAV:
Computed separately for each Class of a
Fund by dividing that Class's share of
the value of the net assets of the Fund
(i.e., its assets less liabilities) by
the total number of outstanding shares
of the Class.
- ----------------------------------------

   
When you buy or sell shares, you do so at the Class's net asset value (NAV) next
calculated after Seligman Advisors accepts your request. Any applicable sales
charge will be included in the purchase price for Class A shares. Purchase or
sale orders received by an authorized dealer or financial advisor by the close
of regular trading on the New York Stock Exchange (NYSE) (normally 4:00 p.m.
Eastern time) and accepted by Seligman Advisors before the close of business
(5:00 p.m. Eastern time) on the same day will be executed at the Class's NAV
calculated as of the close of regular trading on the NYSE on that day. Your
broker/dealer or financial advisor is responsible for forwarding your order to
Seligman Advisors before the close of business.

If your buy or sell order is received by your broker/dealer or financial advisor
after the close of regular trading on the NYSE, or is accepted by Seligman
Advisors after the close of business, the order will be executed at the Class's
NAV calculated as of the close of regular trading on the next NYSE trading day.
When you sell shares, you receive the Class's per share NAV, less any applicable
CDSC.
    

The NAV of a Fund's shares is determined each day, Monday through Friday, on
days that the NYSE is open for trading. Because of their higher 12b-1 fees, the
NAV of Class D shares will generally be lower than the NAV of Class A shares.

Securities owned by a Fund are valued at current market prices. If reliable
market prices are unavailable, securities are valued in accordance with
procedures approved by the Board of Directors or Trustees, as applicable.


                                       45
- --------------------------------------------------------------------------------

<PAGE>


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

OPENING YOUR ACCOUNT

The Funds' shares are sold through authorized broker/dealers or financial
advisors who have sales agreements with Seligman Advisors. There are several
programs under which you may be eligible for reduced sales charges. Ask your
financial advisor if any of these programs apply to you.

To make your initial investment in a Fund, contact your financial advisor or
complete an account application and send it with your check directly to SDC at
the address provided on the account application. If you do not choose a Class,
your investment will automatically be made in Class A shares.

The required minimum initial investments are:

     o    Regular (non-retirement) accounts: $1,000

     o    For accounts opened concurrently with Invest-A-Check(R):         
          $100 to open if you will be making monthly investments
          $250 to open if you will be making quarterly investments

   
If you buy shares by check and subsequently sell the shares, SDC will not send
your proceeds until your check clears, which could take up to 15 calendar days
from the date of your purchase.

You will be sent a statement confirming your purchase, and any subsequent
transactions in your account. You will also be sent at least annually, a
statement detailing all your transactions in the Fund and all other Seligman
funds you own. Duplicate account statements will be sent to you 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 per year, per account, with a
maximum charge of $150 per account request. Send your request and a check for
the fee to SDC.
    

     If you want to be able to buy, sell, or exchange shares by telephone, you
        should complete an application when you open your account. This will
        prevent you from having to complete a supplemental election form
        (which may require a signature guarantee) at a later date.

HOW TO BUY ADDITIONAL SHARES

After you have made your initial investment, there are many options available to
make additional purchases of Fund shares. Shares may be purchased through your
authorized broker/dealer or financial advisor, or you may send a check directly
to SDC. Please provide either an investment slip or a note that provides your
name(s), Fund name, and account number. Your investment will be made in the
Class you already own.

Send investment checks to:

                 Seligman Data Corp.
                 P.O. Box 9766
                 Providence, RI 02940-5051

   
Your check must be in US dollars and be drawn on a US bank. You may not use
third party or credit card convenience checks for investment.
    


                                       46
- --------------------------------------------------------------------------------

<PAGE>


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

You may also use the following account services to make additional investments:

Invest-a-Check(R). You may buy Fund shares electronically from a savings or
checking account of an Automated Clearing House (ACH) member bank. If your bank
is not a member of ACH, the Fund will debit your checking account by
preauthorized checks. You may buy Fund shares at regular monthly intervals in
fixed amounts of $100 or more, or regular quarterly intervals in fixed amounts
of $250 or more. If you use Invest-A-Check(R), you must continue to make
automatic investments until the Fund's minimum initial investment of $1,000 is
met or your account may be closed.

Automatic Dollar-Cost-Averaging. If you have at least $5,000 in Seligman Cash
Management Fund, you may exchange uncertificated shares of that fund to buy
shares of the same class of any Seligman mutual fund at regular monthly
intervals in fixed amounts of $100 or more or regular quarterly intervals in
fixed amounts of $250 or more. If you exchange Class A shares, you may pay an
initial sales charge to buy shares.

   
Automatic CD Transfer. You may instruct your bank to invest the proceeds of a
maturing bank certificate of deposit (CD) in shares of the Fund. If you wish to
use this service, contact SDC or your financial advisor to obtain the necessary
forms. Because your bank may charge you a penalty, it is not normally advisable
to withdraw CD assets before maturity.
    

Dividends From Other Investments. You may have your dividends from other
companies paid to the Fund. (Dividend checks must include your name, account
number, Fund name and Class of shares.) Direct Deposit. You may buy Fund shares
electronically with funds from your employer, the IRS or any other institution
that provides direct deposit. Call SDC for more information.

Seligman Time Horizon Matrix(SM). (Requires an initial total investment of
$10,000.) This is a needs-based investment process, designed to help you and
your financial advisor plan to seek your long-term financial goals. It considers
your financial needs, and helps frame a personalized asset allocation strategy
around the cost of your future commitments and the time you have to meet them.
Contact your financial advisor for more information.

Seligman Harvester. If you are a retiree or nearing retirement, this program is
designed to help you establish an investment strategy that seeks to meet your
income needs throughout your retirement. The strategy is customized to your
personal financial situation by allocating your assets to seek to address your
income requirements, and prioritizing your expenses and establishing a prudent
withdrawal schedule.

HOW TO EXCHANGE SHARES BETWEEN THE SELIGMAN MUTUAL FUNDS

You may sell Fund shares to buy shares of the same Class of another Seligman
mutual fund, or you may sell shares of another Seligman mutual fund to buy Fund
shares. Exchanges will be made at each fund's respective NAV. You will not pay
an initial sales charge when you exchange, unless you exchange Class A shares of
Seligman Cash Management Fund to buy shares of a Fund or another Seligman mutual
fund.

   
Only your dividend and capital gain distribution options and telephone services
will be automatically carried over to any new fund account. If you wish to carry
over any other account options (for example, Invest-a-Check(R) or Systematic
Withdrawals) to the new fund, you must specifically request so at the time of
your exchange.

If you exchange into a new fund, you must exchange enough to meet the new fund's
required minimum initial investment.

Before making an exchange, contact your financial advisor or SDC to obtain the
applicable fund prospectus(es), which you should read and understand before
investing.
    


                                       47
- --------------------------------------------------------------------------------

<PAGE>


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

HOW TO SELL SHARES

The easiest way to sell Fund shares is by phone. If you have telephone services,
you may be able use this service to sell Fund shares. Restrictions apply to
certain types of accounts. Please see "Important Policies That May Affect Your
Account."

   
When you sell Fund shares by phone, a check for the proceeds is sent to your
address of record. If you have current ACH bank information on file, you may
have the proceeds of the sale of your Fund shares directly deposited into your
bank account (typically, 3-4 business days after your shares are sold).
    

You may always send a written request to sell shares of any Fund. It may take
longer to get your money if you send your request by mail.

You may need to provide additional documents to sell shares if you are:

     o    a corporation; o an executor or administrator;
     o    a trustee or custodian; or
     o    in a retirement plan.

If your Fund shares are represented by certificates, you will need to surrender
the certificates to SDC before you sell your shares.

Contact your financial advisor or SDC's Shareholder Services Department for
information on selling your shares under any of the above circumstances.

You   will need to guarantee your signature(s) if the proceeds are: 

     (1)  $50,000 or more;
     (2)  to be paid to someone other than all account owners, or
     (3)  mailed to other than your address of record.

- ----------------------------------------
Signature Guarantee:

Protects you and the Funds from fraud.
It guarantees that a signature is
genuine. A guarantee must be obtained
from an eligible financial institution.
Notarization by a notary public is not
an acceptable guarantee.
- ----------------------------------------

You may also use the following account services to sell shares:

Systematic Withdrawal Plan. If you have at least $5,000 in a Fund, you may
withdraw (sell) a fixed amount (minimum of $50) of uncertificated shares at
regular intervals. A check will be sent to you at your address of record or, if
you have current ACH bank information on file, you may have your payments
directly deposited to your predesignated bank account in 3-4 business days after
your shares are sold. If you bought $1,000,000 or more of Class A shares without
an initial sales charge, your withdrawals may be subject to a 1% CDSC if they
occur within 18 months of purchase. If you own Class D shares and reinvest your
dividends and capital gain distributions, you may withdraw 10% of the value of
your Fund account (at the time of election) annually without a CDSC.

Check Redemption Service. If you have at least $25,000 in a Fund, you may use
this service to draw checks against your Fund account in amounts of $500 or
more. If you have shares represented by certificates, those shares will not be
available to draw checks against. If you bought $1,000,000 or more of Class A
shares without an initial sales charge, you may be subject to a 1% CDSC if you
draw checks against the shares within 18 months of purchase. If you own Class D
shares, you may only draw checks against shares that have been held for one year
or more. If you did not elect this service on your account application, you must
complete a supplemental election form to add this service to your account.
Contact SDC for more information.


                                       48
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<PAGE>


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

IMPORTANT POLICIES THAT MAY AFFECT YOUR ACCOUNT

   
To protect you and other shareholders, each Fund reserves the right to:
    

     o    Refuse an exchange request if:

          1.   you have exchanged twice from the same fund in any three-month
               period.

          2.   the amount you wish to exchange equals the lesser of $1,000,000
               or 1% of a Fund's net assets, or 

          3.   you or your financial advisor have been advised that previous
               patterns of purchases and sales or exchanges have been considered
               excessive.

     o    Refuse any request to buy Fund shares.

     o    Reject any request received by telephone.

     o    Suspend or terminate telephone services.

     o    Reject a signature guarantee that SDC believes may be fraudulent.

     o    Close your fund account if its value falls below $500.

     o    Close your account if it does not have a certified taxpayer
          identification number.

Telephone Services

   
You and your broker/dealer or financial advisor representative or financial
advisor will be able to place the following requests by telephone, unless you
indicate on your account application that you do not want telephone services:

     o    Sell uncertificated shares (up to $50,000 per day, payable to account
          owner(s) and mailed to address of record)

     o    Exchange shares between funds o Change dividend and/or capital gain
          distribution options

     o    Change your address

     o    Establish systematic withdrawals to address of record
    

If you do not complete an account application when you open your account,
telephone services must be elected on a supplemental election form.

Restrictions apply to certain types of accounts:

     o    Trust accounts on which the current trustee is not listed may not sell
          Fund shares by phone.

     o    Corporations may not sell Fund shares by phone.

     o    IRAs may only exchange Fund shares or request address changes by
          phone.

     o    Group retirement plans may not sell Fund shares by phone; plans that
          allow participants to exchange by phone must provide a letter of
          authorization signed by the plan custodian or trustee and provide a
          supplemental election form signed by all plan participants.

Unless you have current ACH bank information on file, you will not be able to
sell Fund shares by phone within thirty days following an address change. Your
request must be communicated to an SDC representative.

You may not request any phone transactions via the automated access line.

   
You may cancel telephone services at any time by sending a written request to
SDC. Each account owner, by accepting or adding telephone services, authorizes
each of the other owners to make requests by phone. Your broker/dealer or
financial advisor representative or financial advisor may not establish
telephone services without your written authorization. SDC will send written
confirmation to the address of record when telephone services are added or
terminated.
    

During times of heavy call volume, you may not be able to get through to SDC by
phone to request a sale or exchange of shares. In this case, you may need to
write, and it may take longer for your request to be processed. A Fund's NAV may
fluctuate during this time.

The Funds and SDC will not be liable for processing requests received by phone
as long as it was reasonable to believe that the request was genuine.

Reinstatement Privilege 

   
If you sell Fund shares, you may, within 120 calendar days, use part or all of
the proceeds to buy shares of the same Fund or any other Seligman mutual fund
(reinstate your investment) without paying an initial sales charge or, if you
paid a CDSC when you sold your shares, receiving a credit for the applicable
CDSC paid. This privilege is available only once each calendar year. Contact
your financial advisor for more information. You should consult your tax advisor
concerning possible tax consequences of exercising this privilege.
    


                                       49
- --------------------------------------------------------------------------------

<PAGE>


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

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

   
Each Fund generally declares any dividends from net investment income daily and
pays dividends on the 17th of each month. If the 17th day of a month falls on a
weekend or on a NYSE holiday, the dividend will be distributed on the previous
business day. The Funds distribute net capital gains realized on investments
annually. It is expected that the Funds' distributions will be primarily income
dividends.
    

- ----------------------------------------
Dividend:

A payment by a mutual fund, usually
derived from the fund's net investment
income (dividends and interest earned on
portfolio securities less expenses).

Capital Gain Distribution:

A payment to mutual fund shareholders
which represents profits realized on the
sale of securities in a Fund's
portfolio.

Ex-dividend Date:

The day on which any declared
distributions (dividends or capital
gains) are deducted from the Fund's
assets before it calculates its NAV.
- ----------------------------------------

   
You may elect to:

(1)  reinvest both dividends and capital gain distributions;

(2)  receive dividends in cash and reinvest capital gain distributions; or

(3)  receive both dividends and capital gain distributions in cash.
    

Your dividends and capital gain distributions will be reinvested if you do not
instruct otherwise.

If you want to change your election, you may write SDC at the address listed on
the back cover of this prospectus, or, if you have telephone services, you or
your financial advisor may call SDC. Your request must be received by SDC before
the record date to be effective for that dividend or capital gain distribution.

Cash dividends or capital gain distributions will be sent by check to your
address of record or, if you have current ACH bank information on file, directly
deposited into your predesignated bank account within 3-4 business days from the
payable date.

Dividends and capital gain distributions are reinvested to buy additional shares
on the payable date using the NAV of the payable date.

Dividends on Class D shares will be lower than the dividends on Class A shares
as a result of their higher 12b-1 fees. Capital gain distributions, if any, will
be paid in the same amount for each Class.

TAXES

The Funds intend to pay dividends that are exempt from regular income tax. A
Fund may invest a portion of its assets in securities that generate income that
is not exempt from federal or state income tax. Income exempt from federal tax
may be subject to state and local tax. If you wish more specific information on
the possible tax consequences of investing in a particular Fund, you should read
that Fund's Statement of Additional Information.

Any capital gains distributed by a Fund may be taxable, whether you take them in
cash or reinvest them to buy additional Fund shares. Capital gains may be taxed
at different rates depending on the length of time the Fund holds its assets.

When you sell Fund shares, any gain or loss you realize will generally be
treated as a long-term capital gain or loss if you held your shares for more
than one year, or as a short-term capital gain or loss if you held your shares
for one year or less. However, if you sell Fund shares on which a long-term
capital gain distribution has been received and you held the shares for six
months or less, any loss you realize will be treated as a long-term capital loss
to the extent that it offsets the long-term capital gain distribution.

 An exchange of Fund shares is a sale and
may result in a gain or loss for federal income tax purposes. 

Each January, you will be sent information on the tax status of any
distributions made during the previous calendar year. Because each shareholder's
situation is unique, you should always consult your tax advisor concerning the
effect income taxes may have on your individual investment.


                                       50
- --------------------------------------------------------------------------------

<PAGE>


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

Financial Highlights


   
The tables below are intended to help you understand the financial performance
of each Fund's Classes for the past five years or, if less than five years, the
period of the Class's operations. Certain information reflects financial results
for a single share of a Class that was held throughout the periods shown. "Total
return" shows the rate that you would have earned (or lost) on an investment in
the Fund, assuming you reinvested all your dividends and capital gain
distributions. Total returns do not reflect any sales charges. Deloitte & Touche
LLP, independent auditors, have audited this information for each Fund. Their
report, along with the financial statements, is included in each Fund's annual
report, which is available upon request.


NATIONAL FUND

<TABLE>
<CAPTION>
                                                       CLASS A                                            CLASS D
                                     ----------------------------------------------    --------------------------------------------
                                                  Year ended September 30,                         Year ended September 30,
                                     ----------------------------------------------    --------------------------------------------
                                                                                                                         2/1/94(1)
                                       1998     1997     1996      1995       1994      1998     1997    1996     1995  to 9/30/94
                                     --------  -------  -------  --------   -------    ------   ------  ------   ------ -----------
<S>                                  <C>       <C>      <C>      <C>       <C>         <C>      <C>     <C>      <C>      <C> 
Per Share Data:*
Net asset value, beginning
  of period ........................    $8.01    $7.70    $7.58     $7.18     $8.72     $8.02    $7.70   $7.57    $7.18   $8.20
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Income from investment operations:
  Net investment income ............      .39     0.39     0.40      0.40      0.41      0.32     0.32    0.33     0.32    0.22
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
  Net gains or losses on securities
    (both realized and unrealized)..      .31     0.31     0.12      0.40     (1.04)     0.29     0.32    0.13     0.39   (1.02)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total from investment operations ...     0.70     0.70     0.52      0.80     (0.63)     0.61     0.64    0.46     0.71   (0.80)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
 Less distributions:
  Dividends (from net
    investment income) .............    (0.39)   (0.39)   (0.40)    (0.40)    (0.41)    (0.32)   (0.32)  (0.33)   (0.32)  (0.22)
  Distributions (from capital gains)      --       --       --        --      (0.50)      --       --      --       --      --
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total distributions ................    (0.39)   (0.39)   (0.40)    (0.40)    (0.91)    (0.32)   (0.32)  (0.33)   (0.32)  (0.22)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Net asset value, end of period .....    $8.32    $8.01    $7.70     $7.58     $7.18     $8.31    $8.02   $7.70    $7.57   $7.18
                                        =====    =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................     9.00%    9.40%    6.97%    11.48%    (7.83)%    7.76%    8.56%   6.13%   10.17%  (9.96)%(2)
Ratios/Supplemental Data:
Net assets, end of period
  (in thousands) ................... $101,909  $97,481  $98,767  $104,184  $111,374    $7,392   $2,279  $4,826   $1,215    $446
Ratio of expenses to average
  net assets .......................     0.80%    0.84%    0.80%     0.86%     0.85%     1.71%    1.75%   1.67%    1.95%   1.76%(3)
Ratio of net income to
  average net assets ...............     4.82%    5.05%    5.19%     5.46%     5.30%     3.91%    4.15%   4.27%    4.40%   4.37%(3)
Portfolio turnover rate ............    18.00%   20.63%   33.99%    24.91%    24.86%    18.00%   20.63%  33.99%   24.91%  24.86%(4)
</TABLE>

    

- ----------
See footnotes on page 60.


                                       51
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<PAGE>


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

CALIFORNIA HIGH-YIELD FUND

   

<TABLE>
<CAPTION>
                                                       CLASS A                                            CLASS D
                                     ----------------------------------------------    --------------------------------------------
                                                  Year ended September 30,                         Year ended September 30,
                                     ----------------------------------------------    --------------------------------------------
                                                                                                                         2/1/94(1)
                                       1998     1997     1996      1995       1994      1998     1997    1996     1995  to 9/30/94
                                     --------  -------  -------  --------   -------    ------   ------  ------   ------ -----------
<S>                                   <C>      <C>      <C>       <C>       <C>        <C>      <C>     <C>      <C>       <C> 
Per Share Data:*
Net asset value, beginning
  of period ........................    $6.61    $6.50    $6.47     $6.30     $6.73     $6.61    $6.51   $6.48    $6.31   $6.67
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Income from investment operations:
  Net investment income ............     0.32     0.34     0.36      0.37      0.37      0.26     0.28    0.30     0.31    0.21
  Net gains or losses on securities
    (both realized and unrealized)..     0.22     0.20     0.05      0.17     (0.34)     0.22     0.19    0.05     0.17   (0.36)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total from investment operations ...     0.54     0.54     0.41      0.54      0.03      0.48     0.47    0.35     0.48   (0.15)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Less distributions:
  Dividends (from net
    investment income) .............    (0.32)   (0.34)   (0.36)    (0.37)    (0.37)    (0.26)   (0.28)  (0.30)   (0.31)  (0.21)
  Distributions (from capital gains)    (0.03)   (0.09)   (0.02)     --       (0.09)    (0.03)   (0.09)  (0.02)    --      --
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total distributions ................    (0.35)   (0.43)   (0.38)    (0.37)    (0.46)    (0.29)   (0.37)  (0.32)   (0.31)  (0.21)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Net asset value, end of period .....    $6.80    $6.61    $6.50     $6.47     $6.30     $6.80    $6.61   $6.51    $6.48   $6.31
                                        =====    =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................     8.45%    8.74%    6.49%     8.85%     0.41%     7.47%    7.60%   5.53%    7.78%  (2.47)%(2)

Ratios/Supplemental Data:
Net assets, end of period
  (in thousands) ...................  $58,374  $52,883  $50,264   $51,504   $48,007    $6,393   $3,320  $1,919   $1,277    $650
Ratio of expenses to average
  net assets .......................     0.82%    0.87%    0.84%     0.90%     0.85%     1.73%    1.77%   1.74%    1.91%   1.74%(3)
Ratio of net income to
  average net assets ...............     4.81%    5.26%    5.49%     5.84%     5.74%     3.90%    4.36%   4.59%    4.84%   4.73%(3)
Portfolio turnover rate ............    10.75%   22.42%   34.75%    17.64%     8.36%    10.75%   22.42%  34.75%   17.64%   8.36%(4)

CALIFORNIA QUALITY FUND

Per Share Data:*
Net asset value, beginning
  of period ........................    $6.99    $6.75    $6.65     $6.39     $7.28     $6.97    $6.74   $6.63    $6.38   $7.13
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Income from investment operations:
  Net investment income ............     0.33     0.34     0.35      0.34      0.35      0.27     0.28    0.28     0.28    0.19
  Net gains or losses on securities
    (both realized and unrealized) .     0.25     0.24     0.11      0.32     (0.73)     0.25     0.23    0.12     0.31   (0.75)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total from investment operations ...     0.58     0.58     0.46      0.66     (0.38)     0.52     0.51    0.40     0.59   (0.56)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Less distributions:
  Dividends (from net
    investment income) .............    (0.33)   (0.34)   (0.35)    (0.34)    (0.35)    (0.27)   (0.28)  (0.28)   (0.28)  (0.19)
  Distributions (from capital gains)    (0.03)    --      (0.01)    (0.06)    (0.16)    (0.03)    --     (0.01)   (0.06)   --
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total distributions ................    (0.36)   (0.34)   (0.36)    (0.40)    (0.51)    (0.30)   (0.28)  (0.29)   (0.34)  (0.19)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Net asset value, end of period .....    $7.21    $6.99    $6.75     $6.65     $6.39     $7.19    $6.97   $6.74    $6.63   $6.38
                                        =====    =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................     8.67%    8.87%    7.00%    10.85%    (5.46)%    7.71%    7.75%   6.20%    9.61%  (8.01)%(2)
Ratios/Supplemental Data:
Net assets, end of period
  (in thousands) ...................  $87,522  $86,992  $95,560   $94,947   $99,020    $2,302   $1,677  $1,645     $863    $812
Ratio of expenses to average
  net assets .......................     0.77%    0.82%    0.79%     0.89%     0.81%     1.68%    1.72%   1.69%    1.88%   1.77%(3)
Ratio of net income to
  average net assets ...............     4.75%    4.99%    5.11%     5.34%     5.20%     3.84%    4.09%   4.21%    4.36%   4.39%(3)
Portfolio turnover rate ............    30.82%   12.16%   12.84%    11.24%    22.16%    30.82%   12.16%  12.84%   11.24%  22.16%(4)
</TABLE>

    

- ----------
See footnotes on page 60.


                                       52
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<PAGE>


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

COLORADO FUND

   

<TABLE>
<CAPTION>
                                                       CLASS A                                            CLASS D
                                     ----------------------------------------------     -------------------------------------------
                                                  Year ended September 30,                         Year ended September 30,
                                     ----------------------------------------------     -------------------------------------------
                                                                                                                         2/1/94(1)
                                       1998     1997     1996      1995       1994      1998     1997    1996     1995  to 9/30/94
                                     --------  -------  -------  --------   -------     -----   ------  ------   ------ -----------
<S>                                   <C>      <C>      <C>      <C>        <C>        <C>      <C>     <C>      <C>       <C> 
Per Share Data:*
Net asset value, beginning
  of period ........................    $7.42    $7.27    $7.30     $7.09     $7.76     $7.42    $7.27   $7.29    $7.09   $7.72
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Income from investment operations:
  Net investment income ............     0.36     0.37     0.37      0.38      0.37      0.29     0.30    0.31     0.30    0.20
  Net gains or losses on securities
    (both realized and unrealized)..     0.22     0.15    (0.03)     0.21     (0.59)     0.21     0.15   (0.02)    0.20   (0.63)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total from investment operations ...     0.58     0.52     0.34      0.59     (0.22)     0.50     0.45    0.29     0.50   (0.43)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Less distributions:
  Dividends (from net
    investment income) .............    (0.36)   (0.37)   (0.37)    (0.38)    (0.37)    (0.29)   (0.30)  (0.31)   (0.30)  (0.20)
  Distributions (from capital gains)      --       --       --        --      (0.08)      --       --      --       --      --
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total distributions ................    (0.36)   (0.37)   (0.37)    (0.38)    (0.45)    (0.29)   (0.30)  (0.31)   (0.30)  (0.20)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Net asset value, end of period .....    $7.64    $7.42    $7.27     $7.30     $7.09     $7.63    $7.42   $7.27    $7.29   $7.09
                                        =====    =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................     8.03%    7.30%    4.76%     8.56%    (2.92)%    6.90%    6.34%   3.95%    7.26%  (5.73)%(2)

Ratios/Supplemental Data:
Net assets, end of period
  (in thousands) ...................  $45,583  $49,780  $52,295   $54,858   $58,197      $344     $238    $255     $193     $96
Ratio of expenses to average
  net assets .......................     0.90%    0.90%    0.85%     0.93%     0.86%     1.80%    1.81%   1.75%    2.02%   1.78%(3)
Ratio of net income to
  average net assets ...............     4.80%    5.01%    5.07%     5.31%     5.06%     3.90%    4.10%   4.17%    4.23%   4.05%(3)
Portfolio turnover rate ............    28.66%    3.99%   12.39%    14.70%    10.07%    28.66%    3.99%  12.39%   14.70%  10.07%(4)


FLORIDA FUND

Per Share Data:*
Net asset value, beginning
  of period ........................    $7.80    $7.67    $7.71     $7.34     $8.20     $7.81    $7.68   $7.72    $7.34   $8.10
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Income from investment operations:
  Net investment income**...........     0.35     0.36     0.38      0.40      0.42      0.29     0.30    0.32     0.34    0.24
  Net gains or losses on securities
    (both realized and unrealized)..     0.34     0.23     0.04      0.37     (0.74)     0.34     0.23    0.04     0.38   (0.76)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total from investment operations ...     0.69     0.59     0.42      0.77     (0.32)     0.63     0.53    0.36     0.72   (0.52)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
 Less distributions:
  Dividends (from net
    investment income) .............    (0.35)   (0.36)   (0.38)    (0.40)    (0.42)    (0.29)   (0.30)  (0.32)   (0.34)  (0.24)
  Distributions (from capital gains)    (0.07)   (0.10)   (0.08)     --       (0.12)    (0.07)   (0.10)  (0.08)    --      --
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total distributions ................    (0.42)   (0.46)   (0.46)    (0.40)    (0.54)    (0.36)   (0.40)  (0.40)   (0.34)  (0.24)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Net asset value, end of period .....    $8.07    $7.80    $7.67     $7.71     $7.34     $8.08    $7.81   $7.68    $7.72   $7.34
                                        =====    =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................     9.16%    8.01%    5.54%    10.87%    (3.99)%    8.32%    7.18%   4.74%   10.07%  (6.64)%(2)
Ratios/Supplemental Data:
Net assets, end of period
  (in thousands) ...................  $42,464  $42,024  $45,200   $49,030   $49,897    $1,940   $1,678  $1,277     $603    $244
Ratio of expenses to average
  net assets**......................     1.00%    1.04%    0.97%     0.72%     0.42%     1.77%    1.81%   1.73%    1.66%   1.29%(3)
Ratio of net income to average
  net assets**......................     4.45%    4.70%    4.90%     5.38%     5.49%     3.68%    3.93%   4.14%    4.53%   4.61%(3)
Portfolio turnover rate ............     6.73%   33.68%   18.53%    11.82%     6.17%     6.73%   33.68%  18.53%   11.82%   6.17%(4)
</TABLE>

    

- ----------
See footnotes on page 60.

                                       53
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<PAGE>


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

GEORGIA FUND

   

<TABLE>
<CAPTION>
                                                       CLASS A                                            CLASS D
                                     ----------------------------------------------     -------------------------------------------
                                                  Year ended September 30,                         Year ended September 30,
                                     ----------------------------------------------     -------------------------------------------
                                                                                                                         2/1/94(1)
                                       1998     1997     1996      1995       1994      1998     1997    1996     1995  to 9/30/94
                                     --------  -------  -------  --------   -------     -----   ------  ------   ------ -----------
<S>                                   <C>      <C>      <C>      <C>        <C>        <C>     <C>     <C>      <C>       <C> 
Per Share Data:*
Net asset value, beginning
  of period ........................    $8.12    $7.87    $7.81     $7.48     $8.43     $8.13    $7.88   $7.82    $7.49   $8.33
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Income from investment operations:
  Net investment income**...........     0.38     0.38     0.39      0.39      0.41      0.30     0.31    0.32     0.32    0.22
  Net gains or losses on securities
    (both realized and unrealized)..     0.29     0.28     0.11      0.43     (0.86)     0.30     0.28    0.11     0.43   (0.84)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total from investment operations ...     0.67     0.66     0.50      0.82     (0.45)     0.60     0.59    0.43     0.75   (0.62)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Less distributions:
  Dividends (from net
    investment income) .............    (0.38)   (0.38)   (0.39)    (0.39)    (0.41)    (0.30)   (0.31)  (0.32)   (0.32)  (0.22)
  Distributions (from capital gains)    (0.03)   (0.03)   (0.05)    (0.10)    (0.09)    (0.03)   (0.03)  (0.05)   (0.10)   --
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total distributions ................    (0.41)   (0.41)   (0.44)    (0.49)    (0.50)    (0.33)   (0.34)  (0.37)   (0.42)  (0.22)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Net asset value, end of period .....    $8.38    $8.12    $7.87     $7.81     $7.48     $8.40    $8.13   $7.88    $7.82   $7.49
                                        =====    =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................     8.44%    8.65%    6.56%    11.66%    (5.52)%    7.59%    7.67%   5.60%   10.58%  (7.57)%(2)
Ratios/Supplemental Data:
Net assets, end of period
  (in thousands) ...................  $48,424  $50,614  $50,995   $57,678   $61,466    $2,809   $2,640  $2,327   $2,079    $849
Ratio of expenses to average
  net assets**......................     0.89%    0.89%    0.83%     0.91%     0.73%     1.80%    1.79%   1.73%    1.90%   1.76%(3)
Ratio of net income to
  average net assets**..............     4.57%    4.82%    4.94%     5.26%     5.21%     3.66%    3.92%   4.03%    4.28%   4.28%(3)
Portfolio turnover rate ............     2.92%   12.28%   16.24%     3.36%    19.34%     2.92%   12.28%  16.24%    3.36%  19.34%(4)


LOUISIANA FUND

Per Share Data:*
Net asset value, beginning
  of period ........................    $8.28    $8.16    $8.14     $7.94     $8.79     $8.27    $8.16   $8.14    $7.94   $8.73
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Income from investment operations:
  Net investment income ............     0.41     0.41     0.42      0.43      0.44      0.33     0.34    0.35     0.35    0.24
  Net gains or losses on securities
    (both realized and unrealized)..     0.24     0.23     0.08      0.34     (0.77)     0.24     0.22    0.08     0.34   (0.79)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total from investment operations ...     0.65     0.64     0.50      0.77     (0.33)     0.57     0.56    0.43     0.69   (0.55)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Less distributions:
  Dividends (from net
    investment income) .............    (0.41)   (0.41)   (0.42)    (0.43)    (0.44)    (0.33)   (0.34)  (0.35)   (0.35)  (0.24)
  Distributions (from capital gains)    (0.01)   (0.11)   (0.06)    (0.14)    (0.08)    (0.01)   (0.11)  (0.06)   (0.14)   --
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total distributions ................    (0.42)   (0.52)   (0.48)    (0.57)    (0.52)    (0.34)   (0.45)  (0.41)   (0.49)  (0.24)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Net asset value, end of period .....    $8.51    $8.28    $8.16     $8.14     $7.94     $8.50    $8.27   $8.16    $8.14   $7.94
                                        =====    =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................     8.08%    8.17%    6.32%    10.30%    (3.83)%    7.11%    7.07%   5.37%    9.17%  (6.45)%(2)

Ratios/Supplemental Data:
Net assets, end of period
  (in thousands) ...................  $56,308  $56,199  $57,264   $61,988   $61,441      $837     $509    $389     $465    $704
Ratio of expenses to average
  net assets .......................     0.88%    0.86%    0.82%     0.89%     0.87%     1.78%    1.76%   1.72%    1.91%   1.78%(3)
Ratio of net income to
  average net assets ...............     4.86%    5.08%    5.15%     5.44%     5.31%     3.96%    4.18%   4.25%    4.41%   4.33%(3)
Portfolio turnover rate ............    15.72%   16.08%   10.08%     4.82%    17.16%    15.72%   16.08%  10.08%    4.82%  17.16%(4)
</TABLE>

    

- ----------
See footnotes on page 60.

                                       54
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<PAGE>


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

MARYLAND FUND

   

<TABLE>
<CAPTION>
                                                       CLASS A                                            CLASS D
                                     ----------------------------------------------     -------------------------------------------
                                                  Year ended September 30,                         Year ended September 30,
                                     ----------------------------------------------     -------------------------------------------
                                                                                                                         2/1/94(1)
                                       1998     1997     1996      1995       1994      1998     1997    1996     1995  to 9/30/94
                                     --------  -------  -------  --------   -------     -----   ------  ------   ------ -----------
<S>                                   <C>     <C>       <C>      <C>        <C>         <C>     <C>     <C>      <C>       <C> 
Per Share Data:*
Net asset value, beginning
  of period ........................    $8.14    $7.99     $7.96    $7.71      $8.64     $8.15   $7.99   $7.97    $7.72   $8.46
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Income from investment operations:                                                     
  Net investment income ............     0.40     0.40      0.40     0.41       0.42      0.32    0.33    0.33     0.33    0.23
  Net gains or losses on securities                                                    
    (both realized and unrealized)..     0.23     0.19      0.06     0.38      (0.76)     0.23    0.20    0.05     0.38   (0.74)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total from investment operations ...     0.63     0.59      0.46     0.79      (0.34)     0.55    0.53    0.38     0.71   (0.51)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Less distributions:                                                                    
  Dividends (from net                                                                  
    investment income) .............    (0.40)   (0.40)    (0.40)   (0.41)     (0.42)    (0.32)  (0.33)  (0.33)   (0.33)  (0.23)
  Distributions (from capital gains)    (0.05)   (0.04)    (0.03)   (0.13)     (0.17)    (0.05)  (0.04)  (0.03)   (0.13)   --
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total distributions ................    (0.45)   (0.44)    (0.43)   (0.54)     (0.59)    (0.37)  (0.37)  (0.36)   (0.46)  (0.23)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Net asset value, end of period .....    $8.32    $8.14     $7.99    $7.96      $7.71     $8.33   $8.15   $7.99    $7.97   $7.72
                                        =====    =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................     7.89%    7.64%     6.00%   10.90%     (4.08)%    6.91%   6.80%   4.91%    9.75%  (6.21)%(2)

Ratios/Supplemental Data:                                                              
Net assets, end of period                                                              
  (in thousands) ...................  $54,891  $52,549   $54,041  $56,290    $57,263    $3,128  $2,063  $2,047     $630    $424
Ratio of expenses to average                                                           
  net assets .......................     0.89%    0.90%     0.84%    0.96%      0.92%     1.80%   1.81%   1.72%    2.02%   1.80%(3)
Ratio of net income to                                                                 
  average net assets ...............     4.82%    4.99%     5.05%    5.31%      5.17%     3.91%   4.08%   4.14%    4.27%   4.26%(3)
Portfolio turnover rate ............     7.59%   14.79%     5.56%    3.63%     17.68%     7.59%  14.79%   5.56%    3.63%  17.68%(4)



MASSACHUSETTS FUND                                                                     

Per Share Data:*                                                                       
Net asset value, beginning                                                             
  of period ........................    $7.99    $7.85     $7.91    $7.66      $8.54     $7.99   $7.84   $7.90    $7.66   $8.33
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Income from investment operations:                                                     
  Net investment income ............     0.38     0.40      0.41     0.42       0.44      0.31    0.33    0.34     0.34    0.24
  Net gains or losses on securities                                                    
    (both realized and unrealized)..     0.37     0.22      0.05     0.28      (0.67)     0.36    0.23    0.05     0.27   (0.67)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total from investment operations ...     0.75     0.62      0.46     0.70      (0.23)     0.67    0.56    0.39     0.61   (0.43)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Less distributions:                                                                    
  Dividends (from net                                                                  
    investment income) .............    (0.38)   (0.40)    (0.41)   (0.42)     (0.44)    (0.31)  (0.33)  (0.34)   (0.34)  (0.24)
  Distributions (from capital gains)    (0.09)   (0.08)    (0.11)   (0.03)     (0.21)    (0.09)  (0.08)  (0.11)   (0.03)   --
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total distributions ................    (0.47)   (0.48)    (0.52)   (0.45)     (0.65)    (0.40)  (0.41)  (0.45)   (0.37)  (0.24)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Net asset value, end of period .....    $8.27    $7.99     $7.85    $7.91      $7.66     $8.26   $7.99   $7.84    $7.90   $7.66
                                        =====    =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................     9.80%    8.11%     5.97%    9.58%     (2.94)%    8.68%   7.29%   5.01%    8.33%  (5.34)%(2)

Ratios/Supplemental Data:                                                              
Net assets, end of period                                                              
  (in thousands) ................... $109,328 $110,011  $109,872 $115,711   $120,149    $1,468  $1,245  $1,405     $809  $1,099
Ratio of expenses to average                                                           
  net assets .......................     0.80%    0.84%     0.80%    0.86%      0.85%     1.71%   1.74%   1.70%    1.95%   1.78%(3)
Ratio of net income to                                                                 
  average net assets ...............     4.72%    5.06%     5.24%    5.51%      5.46%     3.81%   4.16%   4.32%    4.47%   4.52%(3)
Portfolio turnover rate ............    13.41%   29.26%    26.30%   16.68%     12.44%    13.41%  29.26%  26.30%   16.68%  12.44%(4)
</TABLE>                                       

    

- ----------
See footnotes on page 60.

                                       55
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<PAGE>


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

MICHIGAN FUND

   

<TABLE>
<CAPTION>
                                                       CLASS A                                            CLASS D
                                     ----------------------------------------------     -------------------------------------------
                                                  Year ended September 30,                         Year ended September 30,
                                     ----------------------------------------------     -------------------------------------------
                                                                                                                         2/1/94(1)
                                       1998     1997     1996      1995       1994      1998     1997    1996     1995  to 9/30/94
                                     --------  -------  -------  --------   -------     -----   ------  ------   ------ -----------
<S>                                  <C>      <C>      <C>       <C>       <C>         <C>      <C>     <C>      <C>     <C> 
Per Share Data:*
Net asset value, beginning
  of period ........................    $8.60    $8.46    $8.54     $8.28     $9.08     $8.59    $8.45   $8.54    $8.28   $9.01    
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Income from investment operations:   
  Net investment income ............     0.41     0.43     0.45      0.46      0.46      0.33     0.36    0.37     0.37    0.25
  Net gains or losses on securities  
    (both realized and unrealized)       0.30     0.23     0.06      0.30     (0.71)     0.30     0.23    0.05     0.30   (0.73)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total from investment operations ...     0.71     0.66     0.51      0.76     (0.25)     0.63     0.59    0.42     0.67   (0.48)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Less distributions:                  
  Dividends (from net                
    investment income) .............    (0.41)   (0.43)   (0.45)    (0.46)    (0.46)    (0.33)   (0.36)  (0.37)   (0.37)  (0.25)
  Distributions (from capital gains)    (0.07)   (0.09)   (0.14)    (0.04)    (0.09)    (0.07)   (0.09)  (0.14)   (0.04)   --
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total distributions ................    (0.48)   (0.52)   (0.59)    (0.50)    (0.55)    (0.40)   (0.45)  (0.51)   (0.41)  (0.25)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Net asset value, end of period .....    $8.83    $8.60    $8.46     $8.54     $8.28     $8.82    $8.59   $8.45    $8.54   $8.28
                                        =====    =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................     8.63%    8.16%    6.16%     9.56%    (2.90)%    7.66%    7.19%   5.09%    8.36%  (5.47)%(2)

Ratios/Supplemental Data:            
Net assets, end of period            
  (in thousands) ................... $144,161 $143,370 $148,178  $151,589  $151,095    $1,841   $1,845  $1,486   $1,172    $671
Ratio of expenses to average         
  net assets .......................     0.79%    0.81%    0.78%     0.87%     0.84%     1.70%    1.71%   1.68%    2.01%   1.75%(3)
Ratio of net income to               
  average net assets ...............     4.78%    5.13%    5.29%     5.50%     5.32%     3.87%    4.23%   4.39%    4.40%   4.40%(3)
Portfolio turnover rate ............    23.60%   10.98%   19.62%    20.48%    10.06%    23.60%   10.98%  19.62%   20.48%  10.06%(4)


MINNESOTA FUND                       

Per Share Data:*                     
Net asset value, beginning           
  of period ........................    $7.79    $7.68    $7.82     $7.72     $8.28     $7.79    $7.68   $7.82    $7.73   $8.22
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Income from investment operations:   
  Net investment income ............     0.38     0.40     0.42      0.45      0.45      0.31     0.33    0.35     0.38    0.25
  Net gains or losses on securities  
    (both realized and unrealized) .     0.20     0.11    (0.12)     0.11     (0.44)     0.20     0.11   (0.12)    0.10   (0.49)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total from investment operations ...     0.58     0.51     0.30      0.56      0.01      0.51     0.44    0.23     0.48   (0.24)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Less distributions:                  
  Dividends (from net                
    investment income) .............    (0.38)   (0.40)   (0.42)    (0.45)    (0.45)    (0.31)   (0.33)  (0.35)   (0.38)  (0.25)
  Distributions (from capital gains)    (0.01)      --    (0.02)    (0.01)    (0.12)    (0.01)     --    (0.02)   (0.01)    --
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Total distributions ................    (0.39)   (0.40)   (0.44)    (0.46)    (0.57)    (0.32)   (0.33)  (0.37)   (0.39)  (0.25)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Net asset value, end of period .....    $7.98    $7.79    $7.68     $7.82     $7.72     $7.98    $7.79   $7.68    $7.82   $7.73
                                        =====    =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................     7.68%    6.85%    3.99%     7.61%     0.12%     6.71%    5.89%   3.06%    6.45%  (3.08)%(2)

Ratios/Supplemental Data:            
Net assets, end of period            
  (in thousands) ................... $121,374 $121,674 $126,173  $132,716  $134,990    $2,103   $1,799  $2,036   $2,237  $1,649
Ratio of expenses to average         
  net assets .......................     0.81%    0.85%    0.81%     0.87%      0.85%    1.72%    1.75%   1.71%    1.85%   1.74%(3)
Ratio of net income to               
  average net assets ...............     4.87%    5.21%    5.47%     5.89%      5.70%    3.96%    4.31%   4.57%    4.92%   4.68%(3)
Portfolio turnover rate ............    21.86%    6.88%   26.89%     5.57%      3.30%   21.86%    6.88%  26.89%    5.57%   3.30%(4)
</TABLE>                             

    

- ----------
See footnotes on page 60.

                                       56
- --------------------------------------------------------------------------------

<PAGE>


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

MISSOURI FUND

   

<TABLE>
<CAPTION>
                                                       CLASS A                                            CLASS D
                                     ----------------------------------------------     -------------------------------------------
                                                  Year ended September 30,                         Year ended September 30,
                                     ----------------------------------------------     -------------------------------------------
                                                                                                                         2/1/94(1)
                                       1998     1997     1996      1995       1994      1998     1997    1996     1995  to 9/30/94
                                     --------  -------  -------  --------   -------     -----   ------  ------   ------ -----------
<S>                                   <C>     <C>       <C>      <C>        <C>        <C>      <C>     <C>      <C>       <C> 
Per Share Data:*
Net asset value, beginning
  of period ........................   $7.82     $7.71    $7.70    $7.41      $8.31     $7.82    $7.72   $7.70    $7.41   $8.20
                                       -----     -----    -----    -----      -----     -----    -----   -----    -----   -----
 Income from investment operations:
  Net investment income**...........    0.36      0.38     0.39     0.40       0.40      0.29     0.31    0.32     0.32    0.22
  Net gains or losses on securities
    (both realized and unrealized) .    0.28      0.19     0.08     0.36      (0.79)     0.28     0.18    0.09     0.36   (0.79)
                                        ----      ----     ----     ----      -----      ----     ----    ----     ----   ----- 
Total from investment operations ...    0.64      0.57     0.47     0.76      (0.39)     0.57     0.49    0.41     0.68   (0.57)
                                        ----      ----     ----     ----      -----      ----     ----    ----     ----   ----- 
Less distributions:
  Dividends (from net
    investment income) .............   (0.36)    (0.38)   (0.39)   (0.40)     (0.40)    (0.29)   (0.31)  (0.32)   (0.32)  (0.22)
  Distributions (from capital gains)   (0.07)    (0.08)   (0.07)   (0.07)     (0.11)    (0.07)   (0.08)  (0.07)   (0.07)    --
                                       -----     -----    -----    -----      -----     -----    -----   -----    -----       
Total distributions ................   (0.43)    (0.46)   (0.46)   (0.47)     (0.51)    (0.36)   (0.39)  (0.39)   (0.39)  (0.22)
                                       -----     -----    -----    -----      -----     -----    -----   -----    -----   ----- 
Net asset value, end of period .....   $8.03     $7.82    $7.71    $7.70      $7.41     $8.03    $7.82   $7.72    $7.70   $7.41
                                       =====     =====    =====    =====      =====     =====    =====   =====    =====   =====
Total return .......................    8.41%     7.70%    6.27%   10.67%     (4.85)%    7.45%    6.60%   5.46%    9.49%  (7.16)%(2)
Ratios/Supplemental Data:
Net assets, end of period
  (in thousands) ................... $49,949   $52,766  $49,941  $51,169    $52,621      $418     $474    $565     $515    $350
Ratio of expenses to average
  net assets**......................    0.89%     0.89%    0.86%    0.88%      0.74%     1.79%    1.80%   1.76%    1.98%   1.70%(3)
Ratio of net income to
  average net assets**..............    4.59%     4.93%    5.03%    5.31%      5.18%     3.69%    4.02%   4.13%    4.23%   4.27%(3)
Portfolio turnover rate ............   21.26%     6.47%    8.04%    3.88%     14.33%    21.26%    6.47%   8.04%    3.88%  14.33%(4)


NEW JERSEY FUND

Per Share Data:*
Net asset value, beginning
  of period ........................   $7.56     $7.60    $7.59    $7.40      $8.24     $7.64    $7.68   $7.67    $7.48   $8.14
                                       -----     -----    -----    -----      -----     -----    -----   -----    -----   -----
Income from investment operations:
  Net investment income**...........    0.35      0.36     0.39     0.39       0.41      0.29     0.31    0.33     0.33    0.23
  Net gains or losses on securities
    (both realized and unrealized) .    0.30      0.21     0.01     0.29      (0.74)     0.30     0.21    0.01     0.29   (0.66)
                                        ----      ----     ----     ----      -----      ----     ----    ----     ----   ----- 
Total from investment operations ...    0.65      0.57     0.40     0.68      (0.33)     0.59     0.52    0.34     0.62   (0.43)
                                        ----      ----     ----     ----      -----      ----     ----    ----     ----   ----- 
Less distributions:
  Dividends (from net
    investment income) .............   (0.35)    (0.36)   (0.39)   (0.39)     (0.41)    (0.29)   (0.31)  (0.33)   (0.33)  (0.23)
                                       -----     -----    -----    -----      -----     -----    -----   -----    -----   ----- 
  Distributions (from capital gains)   (0.08)    (0.25)    --      (0.10)     (0.10)    (0.08)   (0.25)   --      (0.10)    --
                                       -----     -----             -----      -----     -----    -----            -----       
Total distributions ................   (0.43)    (0.61)   (0.39)   (0.49)     (0.51)    (0.37)   (0.56)  (0.33)   (0.43)  (0.23)
                                       -----     -----    -----    -----      -----     -----    -----   -----    -----   ----- 
Net asset value, end of period .....   $7.78     $7.56    $7.60    $7.59      $7.40     $7.86    $7.64   $7.68    $7.67   $7.48
                                       =====     =====    =====    =====      =====     =====    =====   =====    =====   =====
Total return .......................    8.87%     7.96%    5.37%    9.77%     (4.25)%    7.97%    7.10%   4.56%    8.79%  (5.47)%(2)
Ratios/Supplemental Data:
Net assets, end of period
  (in thousands) ................... $61,739   $62,597  $66,293  $73,561    $73,942    $1,582   $1,282  $1,152   $1,190    $986
Ratio of expenses to average
  net assets**......................    1.02%     1.06%    1.02%    1.01%      0.90%     1.80%    1.83%   1.79%    1.89%   1.75%(3)
Ratio of net income to
  average net assets**..............    4.54%     4.90%    5.06%    5.29%      5.24%     3.76%    4.13%   4.29%    4.45%   4.37%(3)
Portfolio turnover rate ............   23.37%    20.22%   25.65%    4.66%     12.13%    23.37%   20.22%  25.65%    4.66%  12.13%(4)
</TABLE>

    

- ----------
See footnotes on page 60.


                                       57
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<PAGE>


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

NEW YORK FUND

   

<TABLE>
<CAPTION>
                                                       CLASS A                                            CLASS D
                                     ----------------------------------------------     -------------------------------------------
                                                  Year ended September 30,                         Year ended September 30,
                                     ----------------------------------------------     -------------------------------------------
                                                                                                                         2/1/94(1)
                                       1998     1997     1996      1995       1994      1998     1997    1996     1995  to 9/30/94
                                     --------  -------  -------  --------   -------     -----   ------  ------   ------ -----------
<S>                                   <C>     <C>       <C>      <C>        <C>         <C>     <C>     <C>      <C>     <C> 
Per Share Data:*
Net asset value, beginning
  of period ........................   $8.28     $7.98    $7.86     $7.67     $8.75     $8.29    $7.98   $7.87    $7.67   $8.55
                                       -----     -----    -----     -----     -----     -----    -----   -----    -----   -----
Income from investment operations:
  Net investment income ............    0.40      0.41     0.42      0.42      0.43      0.32     0.34    0.34     0.34    0.23
  Net gains or losses on securities
    (both realized and unrealized)..    0.40      0.32     0.12      0.36     (0.88)     0.39     0.33    0.11     0.37   (0.88)
                                        ----      ----     ----      ----     -----      ----     ----    ----     ----   ----- 
Total from investment operations ...    0.80      0.73     0.54      0.78     (0.45)     0.71     0.67    0.45     0.71   (0.65)
                                        ----      ----     ----      ----     -----      ----     ----    ----     ----   ----- 
Less distributions:
  Dividends (from net
    investment income) .............   (0.40)    (0.41)   (0.42)    (0.42)    (0.43)    (0.32)   (0.34)  (0.34)   (0.34)  (0.23)
                                       -----     -----    -----     -----     -----     -----    -----   -----    -----   ----- 
  Distributions (from capital gains)   (0.08)    (0.02)    --       (0.17)    (0.20)    (0.08)   (0.02)   --      (0.17)   --
                                       -----     -----              -----     -----     -----    -----            -----      
Total distributions ................   (0.48)    (0.43)   (0.42)    (0.59)    (0.63)    (0.40)   (0.36)  (0.34)   (0.51)  (0.23)
                                       -----     -----    -----     -----     -----     -----    -----   -----    -----   ----- 
Net asset value, end of period .....   $8.60     $8.28    $7.98     $7.86     $7.67     $8.60    $8.29   $7.98    $7.87   $7.67
                                       =====     =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................   10.02%     9.45%    6.97%    10.93%    (5.37)%    8.88%    8.60%   5.86%    9.87%  (7.73)%(2)

Ratios/Supplemental Data:
Net assets, end of period
  (in thousands) ...................  $84,822  $83,528  $82,719   $83,980   $90,914    $2,182   $1,572  $1,152     $885    $476
Ratio of expenses to average
  net assets .......................    0.81%     0.82%    0.77%    0.88%      0.87%     1.72%    1.73%   1.68%    1.96%   1.81%(3)
Ratio of net income to
  average net assets ...............    4.74%     5.09%    5.24%    5.52%      5.31%     3.83%    4.18%   4.33%    4.42%   4.39%(3)
Portfolio turnover rate ............   39.85%    23.83%   25.88%   34.05%     28.19%    39.85%   23.83%  25.88%   34.05%  28.19%(4)


NORTH CAROLINA FUND

Per Share Data:*
Net asset value, beginning
  of period ........................   $8.05     $7.84    $7.74     $7.30     $8.22     $8.05    $7.83   $7.74    $7.29   $8.17
                                       -----     -----    -----     -----     -----     -----    -----   -----    -----   -----
Income from investment operations:
  Net investment income**...........    0.36      0.37     0.37      0.39      0.41      0.30     0.31    0.31     0.33    0.23
  Net gains or losses on securities
    (both realized and unrealized)..    0.31      0.24     0.11      0.45     (0.87)     0.31     0.25    0.10     0.46   (0.88)
                                        ----      ----     ----      ----     -----      ----     ----    ----     ----   ----- 
Total from investment operations ...    0.67      0.61     0.48      0.84     (0.46)     0.61     0.56    0.41     0.79   (0.65)
                                        ----      ----     ----      ----     -----      ----     ----    ----     ----   ----- 
Less distributions:
  Dividends (from net
    investment income) .............   (0.36)    (0.37)   (0.37)    (0.39)    (0.41)    (0.30)   (0.31)  (0.31)   (0.33)  (0.23)
  Distributions (from capital gains)   (0.06)    (0.03)   (0.01)    (0.01)    (0.05)    (0.06)   (0.03)  (0.01)   (0.01)   --
                                       -----     -----    -----     -----     -----     -----    -----   -----    -----      
Total distributions ................   (0.42)    (0.40)   (0.38)    (0.40)    (0.46)    (0.36)   (0.34)  (0.32)   (0.34)  (0.23)
                                       -----     -----    -----     -----     -----     -----    -----   -----    -----   ----- 
Net asset value, end of period .....   $8.30     $8.05    $7.84     $7.74     $7.30     $8.30    $8.05   $7.83    $7.74   $7.29
                                       =====     =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................    8.60%     8.01%    6.39%    11.92%    (5.80)%    7.77%    7.33%   5.45%   11.19%  (8.15)%(2)
Ratios/Supplemental Data:
Net assets, end of period
  (in thousands) ................... $32,358   $32,684  $35,934   $37,446   $38,920    $1,456   $1,217  $1,232   $1,257  $1,282
Ratio of expenses to average
  net assets**......................    1.05%     1.09%    1.05%    0.82%      0.44%     1.82%    1.85%   1.81%    1.64%   1.27%(3)
Ratio of net income to
  average net assets**..............    4.41%     4.66%    4.75%    5.21%      5.29%     3.64%    3.90%   3.99%    4.42%   4.49%(3)
Portfolio turnover rate ............   20.37%    13.04%   15.12%    4.38%     15.61%    20.37%   13.04%  15.12%    4.38%  15.61%(4)
</TABLE>

    

- ----------
See footnotes on page 60.

                                       58
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<PAGE>


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

OHIO FUND

   

<TABLE>
<CAPTION>
                                                       CLASS A                                            CLASS D
                                     ----------------------------------------------     -------------------------------------------
                                                  Year ended September 30,                         Year ended September 30,
                                     ----------------------------------------------    --------------------------------------------
                                                                                                                         2/1/94(1)
                                       1998     1997     1996      1995       1994      1998     1997    1996     1995  to 9/30/94
                                     --------  -------  -------  --------   -------    ------   ------  ------   ------ -----------
<S>                                  <C>      <C>      <C>       <C>       <C>         <C>       <C>     <C>      <C>       <C> 
Per Share Data:*
Net asset value, beginning
  of period ........................    $8.19    $8.09    $8.11     $7.90     $8.77     $8.23    $8.13   $8.15    $7.92   $8.61
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Income from investment operations:
  Net investment income ............     0.40     0.42     0.43      0.44      0.44      0.33     0.35    0.36     0.36    0.24
  Net gains or losses on securities
    (both realized and unrealized) .     0.29     0.17     0.02      0.28     (0.70)     0.29     0.17    0.02     0.30   (0.69)
                                         ----     ----     ----      ----     -----      ----     ----    ----     ----   ----- 
Total from investment operations ...     0.69     0.59     0.45      0.72     (0.26)     0.62     0.52    0.38     0.66   (0.45)
                                         ----     ----     ----      ----     -----      ----     ----    ----     ----   ----- 
Less distributions:
  Dividends (from net
    investment income) .............    (0.40)   (0.42)   (0.43)    (0.44)    (0.44)    (0.33)   (0.35)  (0.36)   (0.36)  (0.24)
  Distributions (from capital gains)    (0.11)   (0.07)   (0.04)    (0.07)    (0.17)    (0.11)   (0.07)  (0.04)   (0.07)    --
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----       
Total distributions ................    (0.51)   (0.49)   (0.47)    (0.51)    (0.61)    (0.44)   (0.42)  (0.40)   (0.43)  (0.24)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   ----- 
Net asset value, end of period .....    $8.37    $8.19    $8.09     $8.11     $7.90     $8.41    $8.23   $8.13    $8.15   $7.92
                                        =====    =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................     8.77%    7.54%    5.68%     9.59%    (3.08)%    7.78%    6.57%   4.74%    8.67%  (5.36)%(2)

Ratios/Supplemental Data:
Net assets, end of period
  (in thousands) ................... $153,126 $154,419 $162,243  $170,191  $171,469    $1,103   $1,160  $1,011     $660    $324
Ratio of expenses to average
  net assets .......................     0.78%    0.81%    0.77%     0.84%     0.84%     1.69%    1.71%   1.67%    1.93%   1.78%(3)
Ratio of net income to
  average net assets ...............     4.92%    5.19%    5.32%     5.56%     5.34%     4.01%    4.29%   4.42%    4.48%   4.41%(3)
Portfolio turnover rate ............    24.74%   11.76%   12.90%     2.96%     9.37%    24.74%   11.76%  12.90%    2.96%   9.37%(4)


OREGON FUND

Per Share Data:*
Net asset value, beginning
  of period ........................    $7.87    $7.65    $7.66     $7.43     $8.08     $7.87    $7.64   $7.65    $7.43    $8.02
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----    -----
Income from investment operations:
  Net investment income**...........     0.36     0.38     0.40      0.40      0.40      0.29     0.31    0.33     0.33    0.22
                                         ----     ----     ----      ----      ----      ----     ----    ----     ----    ----
  Net gains or losses on securities
    (both realized and unrealized) .     0.28     0.26     --        0.25     (0.59)     0.27     0.27    --       0.24   (0.59)
                                         ----     ----               ----     -----      ----     ----             ----   ----- 
Total from investment operations ...     0.64     0.64     0.40      0.65     (0.19)     0.56     0.58    0.33     0.57   (0.37)
                                         ----     ----     ----      ----     -----      ----     ----    ----     ----   ----- 
Less distributions:
  Dividends (from net
    investment income) .............    (0.36)   (0.38)   (0.40)    (0.40)    (0.40)    (0.29)   (0.31)  (0.33)   (0.33)  (0.22)
  Distributions (from capital gains)    (0.10)   (0.04)   (0.01)    (0.02)    (0.06)    (0.10)   (0.04)  (0.01)   (0.02)    --
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----       
Total distributions ................    (0.46)   (0.42)   (0.41)    (0.42)    (0.46)    (0.39)   (0.35)  (0.34)   (0.35)  (0.22)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   ----- 
Net asset value, end of period .....    $8.05    $7.87    $7.65     $7.66     $7.43     $8.04    $7.87   $7.64    $7.65   $7.43
                                        =====    =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................     8.48%    8.60%    5.27%     9.05%    (2.38)%    7.37%    7.77%   4.33%    7.86%  (4.76)%(2)
Ratios/Supplemental Data:
Net assets, end of period
  (in thousands) ...................  $57,601  $55,239  $57,345   $59,549   $59,884    $2,650   $1,678  $1,540   $1,495    $843
Ratio of expenses to average
  net assets**......................     0.88%    0.90%    0.86%     0.86%     0.78%     1.79%    1.80%   1.76%    1.83%   1.72%(3)
Ratio of net income to
  average net assets**..............     4.60%    4.88%    5.18%     5.40%     5.20%     3.69%    3.98%   4.28%    4.41%   4.32%(3)
Portfolio turnover rate ............    12.62%   19.46%   28.65%     2.47%     9.43%    12.62%   19.46%  28.65%    2.47%   9.43%(4)
</TABLE>

    

- ----------
See footnotes on page 60.

                                       59
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<PAGE>


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

PENNSYLVANIA FUND

   

<TABLE>
<CAPTION>
                                                       CLASS A                                            CLASS D
                                     ----------------------------------------------     -------------------------------------------
                                                  Year ended September 30,                         Year ended September 30,
                                     ----------------------------------------------    --------------------------------------------
                                                                                                                         2/1/94(1)
                                       1998     1997     1996      1995       1994      1998     1997    1996     1995  to 9/30/94
                                     --------  -------  -------  --------  --------    ------   ------  ------   ------ -----------
<S>                                   <C>     <C>       <C>      <C>       <C>         <C>     <C>     <C>      <C>      <C> 
Per Share Data:*
Net asset value, beginning
  of period ........................    $7.96    $7.82    $7.79     $7.55     $8.61     $7.95    $7.81   $7.78    $7.54   $8.37
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Income from investment operations:
  Net investment income ............     0.35     0.36     0.38      0.38      0.39      0.29     0.30    0.32     0.31    0.22
  Net gains or losses on securities
    (both realized and unrealized) .     0.36     0.24     0.12      0.37     (0.80)     0.36     0.24    0.12     0.37   (0.83)
                                         ----     ----     ----      ----     -----      ----     ----    ----     ----   ----- 
Total from investment operations ...     0.71     0.60     0.50      0.75     (0.41)     0.65     0.54    0.44     0.68   (0.61)
                                         ----     ----     ----      ----     -----      ----     ----    ----     ----   ----- 
Less distributions:
  Dividends (from net
    investment income) .............    (0.35)   (0.36)   (0.38)    (0.38)    (0.39)    (0.29)   (0.30)  (0.32)   (0.31)  (0.22)
  Distributions (from capital gains)    (0.08)   (0.10)   (0.09)    (0.13)    (0.26)    (0.08)   (0.10)  (0.09)   (0.13)   --
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----      
Total distributions ................    (0.43)   (0.46)   (0.47)    (0.51)    (0.65)    (0.37)   (0.40)  (0.41)   (0.44)  (0.22)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   ----- 
Net asset value, end of period .....    $8.24    $7.96    $7.82     $7.79     $7.55     $8.23    $7.95   $7.81    $7.78   $7.54
                                        =====    =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................     9.20%    7.89%    6.57%    10.55%    (5.00)%    8.36%    7.07%   5.76%    9.53%  (7.50)%(2)
Ratios/Supplemental Data:
Net assets, end of period
  (in thousands) ...................  $29,582  $30,092  $31,139   $33,251   $34,943      $607     $816    $876     $426     $43
Ratio of expenses to average
  net assets .......................     1.19%    1.19%    1.11%     1.21%     1.16%     1.97%    1.96%   1.88%    2.23%   2.00%(3)
Ratio of net income to
  average net assets ...............     4.34%    4.60%    4.82%     5.05%     4.91%     3.56%    3.83%   4.05%    4.10%   4.20%(3)
Portfolio turnover rate ............    13.05%   32.99%    4.56%    11.78%     7.71%    13.05%   32.99%   4.56%   11.78%   7.71%(4)


SOUTH CAROLINA FUND

Per Share Data:*
Net asset value, beginning
  of period ........................    $8.16    $8.07    $7.97     $7.61     $8.52     $8.16    $8.06   $7.97    $7.61   $8.42
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   -----
Income from investment operations:
  Net investment income ............     0.39     0.40     0.41      0.41      0.41      0.31     0.33    0.34     0.34    0.22
  Net gains or losses on securities
    (both realized and unrealized) .     0.29     0.22     0.12      0.37     (0.79)     0.29     0.23    0.11     0.37   (0.81)
                                         ----     ----     ----      ----     -----      ----     ----    ----     ----   ----- 
Total from investment operations ...     0.68     0.62     0.53      0.78     (0.38)     0.60     0.56    0.45     0.71   (0.59)
                                         ----     ----     ----      ----     -----      ----     ----    ----     ----   ----- 
Less distributions:
  Dividends (from net
    investment income) .............    (0.39)   (0.40)   (0.41)    (0.41)    (0.41)    (0.31)   (0.33)  (0.34)   (0.34)  (0.22)
  Distributions (from capital gains)    (0.07)   (0.13)   (0.02)    (0.01)    (0.12)    (0.07)   (0.13)  (0.02)   (0.01)   --
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----      
Total distributions ................    (0.46)   (0.53)   (0.43)    (0.42)    (0.53)    (0.38)   (0.46)  (0.36)   (0.35)  (0.22)
                                        -----    -----    -----     -----     -----     -----    -----   -----    -----   ----- 
Net asset value, end of period .....    $8.38    $8.16    $8.07     $7.97     $7.61     $8.38    $8.16   $8.06    $7.97   $7.61
                                        =====    =====    =====     =====     =====     =====    =====   =====    =====   =====
Total return .......................     8.66%    7.99%    6.82%    10.69%    (4.61)%    7.68%    7.15%   5.73%    9.63%  (7.14)%(2)
Ratios/Supplemental Data:
Net assets, end of period
  (in thousands) ................... $106,328 $101,018 $108,163  $112,421  $115,133    $5,594   $3,663  $2,714   $1,704  $1,478
Ratio of expenses to average
  net assets .......................     0.80%    0.84%    0.80%     0.88%     0.83%     1.71%    1.75%   1.70%    1.85%   1.74%(3)
Ratio of net income to
  average net assets ...............     4.74%    5.04%    5.15%     5.38%     5.12%     3.83%    4.13%   4.25%    4.40%   4.29%(3)
Portfolio turnover rate ............    16.63%    --      20.66%     4.13%     1.81%    16.63%     --    20.66%    4.13%   1.81%(4)
</TABLE>

- ----------

*    Per share amounts are based on average shares outstanding.

**   For periods prior to 1996 (1997 for the Florida and the North Carolina
     Fund), Seligman voluntarily waived a portion of its management fee. These
     amounts reflect the effect of the waivers.

(1)  Commencement of offering of Class D shares.
(2)  Not annualized.
(3)  Annualized.
(4)  For the year ended September 30, 1994.

    

                                       60
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<PAGE>


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

How to Contact Us

The Fund                     Write:    Corporate Communications/
                                       Investor Relations Department
                                       J. & W. Seligman & Co. Incorporated
                                       100 Park Avenue, New York, NY 10017

                             Phone:    Toll-Free (800) 221-7844 in the US or
                                       (212) 850-1864 outside the US

                             Website : http://www.seligman.com

Your Regular                         
(Non-Retirement)                     
Account                      Write:    Shareholder Services Department
                                       Seligman Data Corp.
                                       100 Park Avenue, New York, NY 10017

                             Phone:    Toll-Free (800) 221-2450 in the US or
                                       (212) 682-7600 outside the US

                             Website : http://www.seligman.com



                --------------------------------------------------
                  24-hour telephone access is available by     
                  dialing (800) 622-4597 on a touchtone        
                  telephone. You will have instant access      
                  to price, yield, account balance, most       
                  recent transaction, and other information.   
               --------------------------------------------------


                                       61
- --------------------------------------------------------------------------------

<PAGE>


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

For More Information









             -----------------------------------------------------------  
                                                                          
             The following information is available without charge upon   
             request: Call toll-free (800) 221-2450 in the US or (212)    
             682-7600 outside the US.                                     
                                                                          
             Statement of Additional Information (SAI) contains           
             additional information about the Fund. It is on file with    
             the Securities and Exchange Commission (SEC) and is          
             incorporated by reference into (is legally part of) this     
             prospectus.                                                  
                                                                          
             Annual/Semi-Annual Reports contain additional information    
             about the Fund's investments. In the Fund's annual report,   
             you will find a discussion of the market conditions          
                                                                          
             -----------------------------------------------------------  
             


                            SELIGMAN ADVISORS, INC.
                                an affiliate of

                                     [LOGO]

                             J. & W. SELIGMAN & CO.
                                  INCORPORATED

                                ESTABLISHED 1864

                         100 Park Avenue, New York 10017



Information about the Fund, including the SAI, can be viewed and copied at the
SEC's Public Reference Room in Washington, DC. For information about the
operation of the Public Reference Room, call (800) SEC-0330. The SAI,
Annual/Semi-Annual reports and other information about the Fund are also
available on the SEC's Internet site: http://www.sec.gov.

Copies of this information may be obtained, upon payment of a duplicating fee,
by writing: Public Reference Section of the SEC, Washington, DC 20549-6009.

SEC FILE NUMBERS:    Seligman Municipal Fund Series, Inc.: 811-3828
                     Seligman Municipal Series Trust: 811-4250
                     Seligman New Jersey Municipal Fund, Inc.: 811-5126
                     Seligman Pennsylvania Municipal Fund Series: 811-4666




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

<PAGE>

                      SELIGMAN MUNICIPAL FUND SERIES, INC.

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


                       Statement of Additional Information
                                February 1, 1999

                                 100 Park Avenue
                            New York, New York 10017
                                 (212) 850-1864

                       Toll Free Telephone: (800) 221-2450


This Statement of Additional  Information (SAI) expands upon and supplements the
information contained in the current Prospectus of the Seligman Municipal Funds,
dated  February  1, 1999.  This SAI,  although  not in itself a  prospectus,  is
incorporated by reference into the Prospectus in its entirety. It should be read
in conjunction with the Prospectus,  which may be obtained by writing or calling
the Funds at the above address or telephone numbers.

The financial statements and notes included in the Funds' Annual Report, and the
Independent Auditors' Report thereon, are incorporated herein by reference.  The
Annual  Report will be furnished to you without  charge if you request a copy of
this SAI.




                                Table of Contents

   
Fund History .........................................................  2
Description of the Funds and Their Investments and Risks .............  2
Management of the Funds ..............................................  8
Control Persons and Principal Holders of Securities...................  13
Investment Advisory and Other Services ...............................  13
Brokerage Allocation and Other Practices .............................  21
Capital Stock and Other Securities ...................................  22
Purchase, Redemption, and Pricing of Shares ..........................  22
Taxation of the Funds ................................................  27
Underwriters..........................................................  35
Calculation of Performance Data ......................................  38
Financial Statements..................................................  45
General Information...................................................  45
Appendix A ...........................................................  46
Appendix B............................................................  49
Appendix C............................................................  87
    

TEA1A

<PAGE>

                                  Fund History

Seligman  Municipal Fund Series,  Inc. was incorporated in Maryland on August 8,
1983.

            Description of the Funds and Their Investments and Risks

Classification

Seligman Municipal Fund Series,  Inc. is a non-diversified,  open-end management
investment company, or mutual fund. It consists of thirteen separate series:

National Municipal Series (National Fund)
Colorado Municipal Series (Colorado Fund)
Georgia Municipal Series (Georgia  Fund)
Louisiana Municipal Series (Louisiana  Fund)
Maryland Municipal Series (Maryland  Fund)
Massachusetts Municipal Series (Massachusetts Fund)
Michigan Municipal Series (Michigan Fund)
Minnesota Municipal Series (Minnesota Fund)
Missouri Municipal Series (Missouri Fund)
New York Municipal Series (New York Fund)
Ohio Municipal Series (Ohio Fund)
Oregon Municipal Series (Oregon Fund)
South Carolina Municipal Series (South Carolina Fund)

Investment Strategies and Risks

The following information regarding the Funds' investments and risks supplements
the information contained in the Prospectus.

   
The Funds seek to provide  income exempt from regular  federal income taxes and,
as applicable,  regular state and local income taxes,  to the extent  consistent
with the preservation of capital and with  consideration  given to opportunities
for capital gain.
    

Each Fund is expected to invest principally,  without percentage limitations, in
municipal  securities  which on the date of purchase  are rated  within the four
highest rating  categories of Moody's  Investors Service (Moody's) or Standard &
Poor's  Corporation  (S&P).  Municipal  Securities rated in these categories are
commonly  referred to as  investment  grade.  Each Fund may invest in  municipal
securities  that are not  rated,  or which do not fall into the  credit  ratings
noted above if, based upon credit analysis,  it is believed that such securities
are of comparable quality.  In determining  suitability of investment in a lower
rated or unrated security,  a Fund 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.


                                       2

<PAGE>

A description of the credit rating categories is contained in Appendix A to this
SAI.

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 a Fund's investment  objectives
and structure might be necessary in the future due to market conditions that may
result from future changes in the tax laws.

Municipal Securities.  Municipal securities include 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, agencies, and instrumentalities,  the interest
on which is exempt from regular  federal income taxes and in certain  instances,
applicable  state  or  local  income  taxes.  Municipal  securities  are  traded
primarily in the over-the-counter  market. A Fund 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.

Under the Investment  Company Act of 1940 (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 only the assets and revenues of the  non-governmental
user back the bond, the non-governmental 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.

   
The Funds invest principally in long-term  municipal bonds.  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 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.

Each Fund,  with  respect to 75% of its assets,  will not  purchase  any revenue
bonds if as a result of such  purchase  more than 5% of such Fund's assets would
be invested in the revenue bonds of a single issuer.

The Funds may also invest in municipal notes. Municipal notes generally are used
to provide for short-term  capital needs and generally  have  maturities of five
years or less. Municipal Notes include:

    1. Tax Anticipation Notes and Revenue  Anticipation  Notes. Tax anticipation
notes and revenue  anticipation  notes are issued to finance  short-term working
capital needs of political subdivisions.  Generally,  tax anticipation notes are
issued in anticipation of various tax revenues,  such as income,  sales and real
property  taxes,  and are payable  from these  specific  future  taxes.  Revenue
anticipation  notes are  issued in  expectation  of  receipt  of other  kinds of
revenue, such as grant or project revenues. Usually

                                       3

<PAGE>

political  subdivisions  issue notes  combining  the  qualities  of both tax and
revenue anticipation notes.

    2. Bond Anticipation  Notes.  Bond anticipation  notes are issued to provide
interim financing until long-term financing can be arranged.  In most cases, the
long-term bonds then provide the money for the repayment of the notes.

Issues of municipal Commercial Paper typically represent short-term,  unsecured,
negotiable promissory notes. In most cases, municipal commercial paper is backed
by letters of credit,  lending agreements,  note repurchase  agreements or other
credit facility agreements offered by banks or other institutions.

   
Variable and Floating Rate Securities.  A Fund may purchase floating or variable
rate  securities,  including  participation  interests  therein.  Investments in
floating or variable rate securities provide that the rate of interest is either
pegged to money  market  rates or set as a specific  percentage  of a designated
base rate,  such as rates on Treasury  Bonds or Treasury Bills or the prime rate
of a major commercial bank. A floating rate or variable rate security  generally
provides that a Fund can demand payment of the obligation on short notice (daily
or weekly,  depending on the terms of the  obligation) at an amount equal to par
(face  value)  plus  accrued  interest.  In  unusual  circumstances,  the amount
received may be more or less than the amount the Fund paid for the securities.

Variable  rate  securities  provide for a specified  periodic  adjustment in the
interest  rate,  while  floating  rate  securities  have an interest  rate which
changes  whenever  there is a  change  in the  designated  base  interest  rate.
Frequently  such  securities  are  secured by letters of credit or other  credit
support  arrangements  provided by banks. The quality of the underlying creditor
or of the  bank or  insurer,  as the  case  may be,  must be  equivalent  to the
standards set forth with respect to taxable investments below.
    

The maturity of variable or floating rate obligations  (including  participation
interests  therein) is deemed to be the longer of (1) the notice period required
before a Fund is entitled to receive payment of the obligation  upon demand,  or
(2) the period remaining until the  obligation's  next interest rate adjustment.
If the Fund does not redeem the  obligation  through  the  demand  feature,  the
obligation  will mature on a specific  date,  which may range up to thirty years
from the date of its issuance.

Participation  Interests.  From time to time,  a Fund may  purchase  from banks,
participation  interests  in all or  part  of  specific  holdings  of  municipal
securities. A participation interest gives the Fund an undivided interest in the
municipal  security in the  proportion  that the Fund's  participation  interest
bears to the total principal  amount of the municipal  security and provides the
demand repurchase feature described above.  Participations are frequently backed
by an  irrevocable  letter of credit  or  guarantee  of a bank that the Fund has
determined meets its prescribed quality standards.  A Fund has the right to sell
the instrument  back to the bank and draw on the letter of credit on demand,  on
short notice,  for all or any part of the Fund's  participation  interest in the
municipal  security,  plus accrued  interest.  Each Fund 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 Fund.  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 the Fund. The Funds currently do not
purchase participation interests and have no current intention of doing so.

When-Issued  Securities.  Each  Fund  may  purchase  municipal  securities  on a
"when-issued"  basis,  which means that  delivery of and payment for  securities
normally take place in less than 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 of such
securities  may be  higher  or lower on the date  the  securities  are  actually
delivered to the buyer. A Fund will generally purchase a municipal security sold
on a when-issued  basis with the intention of actually  acquiring the securities
on the  settlement  date. A separate  account  consisting  of cash or high-grade
liquid debt securities equal to the amount of

                                       4

<PAGE>

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

Municipal  securities  purchased on a when-issued basis and the other securities
held in each Fund 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 Fund 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 the Fund's  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 purchased on a when-issued basis.

   
Illiquid Securities. The Fund 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.  The Fund may
purchase  restricted  securities  that can be  offered  and  sold to  "qualified
institutional  buyers"  under Rule 144A of the 1933 Act, and the Fund's Board of
Directors, may determine,  when appropriate,  that specific Rule 144A securities
are liquid and not subject to the 15% limitation on illiquid securities.  Should
the Board of Directors make this  determination,  it will carefully  monitor the
security  (focusing  on such  factors,  among  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 the Fund, if and
to the extent that qualified institutional buyers become for a time uninterested
in purchasing Rule 144A securities.
    

Borrowing.  Each Fund 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.  The Fund  will not  purchase  additional  portfolio
securities if the Fund has  outstanding  borrowings in excess of 5% of the value
of its total assets.

   
Taxable Investments.  Under normal market conditions,  each 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 (except for the National Fund) regular,  personal
income tax of its designated  state. Such interest,  however,  may be subject to
the federal alternative minimum tax and any applicable state alternative minimum
tax.
    

Under normal market conditions, temporary investments in taxable securities will
be limited as a matter of fundamental policy to 20% of the value of a Fund's net
assets.

Except as otherwise  specifically noted above, the Fund's investment  strategies
are not fundamental and a Fund, with the approval of the Board of Directors, may
change such strategies without the vote of shareholders.

Fund Policies

Each Fund is subject to fundamental  policies that place restrictions on certain
types of  investments.  These  policies  cannot be  changed  except by vote of a
majority of the outstanding voting securities of a Fund.

                                       5

<PAGE>


Under these policies, a Fund 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 Fund 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 US 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 US
     Government or its agencies or instrumentalities);

   
- -    Invest  in  securities  issued  by other  investment  companies,  except in
     connection with a merger,  consolidation,  acquisition or reorganization or
     for the  purpose  of  hedging  the Fund's  obligations  under the  Deferred
     Compensation Plan for Directors;
    

- -    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

- -    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.  No  Fund  has a  present
     intention of entering into repurchase agreements.

A Fund  also  may  not  change  its  investment  objective  without  shareholder
approval.

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

Temporary Defensive Position

In  abnormal  market  conditions,  if,  in the  judgment  of a  Fund,  municipal
securities  satisfying a Fund's  investment  objectives may not be purchased,  a
Fund may, for defensive purposes, temporarily invest in instruments the interest
on which is exempt from regular  federal  income  taxes,  but not regular  state
personal  income taxes.  Such  securities  would include those  described  under
"Municipal Securities" above that would otherwise meet the Fund's objectives.


                                       6
<PAGE>


Also, in abnormal market  conditions,  a Fund 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 the 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 Aa3 or better by Moody's or AA- or better by
S&P);  prime  commercial  paper  (rated P-1 by Moody's or A-1+/A-1 by S&P);  and
certificates  of deposit of the 100  largest  domestic  banks in terms of assets
which are  subject  to  regulatory  supervision  by the US  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 US 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.

Portfolio Turnover

Portfolio  transactions  will be undertaken  principally  to accomplish a Fund's
objective in relation to anticipated  movements in the general level of interest
rates  but a Fund may also  engage in  short-term  trading  consistent  with its
objective. Securities may be sold in anticipation of a market decline (a rise in
interest  rates) or  purchased  in  anticipation  of a market rise (a decline in
interest rates) and later sold. In addition,  a security may be sold and another
purchased  at  approximately  the  same  time to  take  advantage  of  what  the
investment  manager  believes to be a temporary  disparity  in the normal  yield
relationship between the two securities.

   
A Fund's  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 Fund for the fiscal years ended September 30, 1998 and 1997 were:  National
- - 18.00% and  20.63%;  Colorado - 28.66% and 3.99%;  Georgia - 2.92% and 12.28%;
Louisiana  - 15.72%and  16.08%;  Maryland - 7.59% and  14.79%,  Massachusetts  -
13.41% and 29.26%,  Michigan - 23.60% and 10.98%;  Minnesota - 21.86% and 6.88%;
Missouri  - 21.26% and 6.47%;  New York - 39.85% and  23.83%;  Ohio - 24.74% and
11.76%;  Oregon - 12.62% and 19.46%;  and South Carolina - 16.63% and 0.00%. The
fluctuation  in portfolio  turnover  rates of certain Funds in fiscal years 1998
and 1997  resulted from  conditions  in the specific  state and/or the market in
general.  A Fund's portfolio  turnover rate will not be a limiting factor when a
Fund deems it desirable to sell or purchase securities.
    

                                       7

<PAGE>

                             Management of the Funds

Board of Directors

The Board of Directors provides broad supervision over the affairs of the Funds.

Management Information

Directors  and  officers of the Funds,  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 Funds, as defined in the 1940 Act,
is indicated by an asterisk. Unless otherwise indicated, their addresses are 100
Park Avenue, New York, NY 10017.

<TABLE>
<CAPTION>
             Name,                                                                     Principal
          (Age) and                   Positions(s) Held                          Occupation(s) During
           Address                        with Fund                                  Past 5 Years
           -------                        ---------                                  ------------
<S>                              <C>                             <C>
      William C. Morris*         Director, Chairman of the       Chairman, J. & W. Seligman & Co. Incorporated,  Chairman and 
             (60)                Board, Chief Executive          Chief  Executive  Officer,  the Seligman Group of investment 
                                 Officer and Chairman of the     companies;   Chairman,   Seligman  Advisors,  Inc,  Seligman 
                                 Executive Committee             Services,  Inc., and Carbo Ceramics Inc.,  ceramic proppants 
                                                                 for oil and gas  industry;  Director,  Seligman  Data Corp., 
                                                                 Kerr-McGee  Corporation,  diversified  energy  company;  and 
                                                                 Sarah  Lawrence  College;  and a  Member  of  the  Board  of 
                                                                 Governors of the  Investment  Company  Institute.  Formerly, 
                                                                 Director,  Daniel  Industries Inc.,  manufacturer of oil and 
                                                                 gas metering equipment.                                      

   
        Brian T. Zino*           Director, President and         Director and President, J. & W. Seligman & Co. Incorporated;
             (46)                Member of the Executive         President (with the exception of Seligman Quality  Municipal
                                 Committee                       Fund,  Inc. and Seligman Select  Municipal  Fund,  Inc.) and
                                                                 Director  or  Trustee,  the  Seligman  Group  of  investment
                                                                 companies; Director, ICI Mutual Insurance Company; Chairman,
                                                                 Seligman Data Corp.; and Director,  Seligman Advisors,  Inc.
                                                                 and Seligman Services, Inc.                                 
    
                                                                 

     Richard R. Schmaltz*        Director and Member of the      Director and Managing Director,  Director of Investments, J.
             (58)                Executive Committee             & W. Seligman & Co.  Incorporated;  Director or Trustee, the
                                                                 Seligman Group of investment companies;  Director,  Seligman
                                                                 Henderson  Co.,  and  Trustee  Emeritus  of  Colby  College.
                                                                 Formerly,  Director,  Investment  Research  at  Neuberger  &
                                                                 Berman from May 1993 to September 1996.                     
</TABLE>

                                       8

<PAGE>

<TABLE>
<CAPTION>
             Name,                                                                     Principal
          (Age) and                   Positions(s) Held                          Occupation(s) During
           Address                        with Fund                                  Past 5 Years
           -------                        ---------                                  ------------
<S>                              <C>                             <C>
        John R. Galvin           Director                        Dean,   Fletcher  School  of  Law  and  Diplomacy  at  Tufts
             (69)                                                University;  Director  or  Trustee,  the  Seligman  Group of
       Tufts University                                          investment companies; Chairman, American Council on Germany;
        Packard Avenue,                                          a Governor of the Center for Creative Leadership;  Director;
       Medford, MA 02155                                         Raytheon Co., electronics;  National Defense University; and
                                                                 the  Institute  for Defense  Analysis.  Formerly,  Director,
                                                                 USLIFE  Corporation;  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.                                    

       Alice S. Ilchman          Director                        Retired  President,  Sarah  Lawrence  College;  Director  or
             (63)                                                Trustee,   the  Seligman  Group  of  investment   companies;
      18 Highland Circle                                         Director,  the  Committee  for  Economic  Development;   and
     Bronxville, NY 10708                                        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.                                                  

   
       Frank A. McPherson        Director                        Retired  Chairman and Chief Executive  Officer of Kerr-McGee
              (65)                                               Corporation;  Director or  Trustee,  the  Seligman  Group of
    2601 Northwest Expressway,                                   investment companies; Director,  Kimberly-Clark Corporation,
            Suite 805E                                           consumer products; Bank of Oklahoma Holding Company; Baptist
    Oklahoma City, OK  73112                                     Medical Center;  Oklahoma Chapter of the Nature Conservancy;
                                                                 Oklahoma Medical Research Foundation;  and National Boys and
                                                                 Girls  Clubs  of  America;   and  Member  of  the   Business
                                                                 Roundtable  and  National   Petroleum   Council.   Formerly,
                                                                 Chairman,  Oklahoma  City  Public  Schools  Foundation;  and
                                                                 Director,  Federal Reserve System's Kansas City Reserve Bank
                                                                 and the Oklahoma City Chamber of Commerce.                  
    
</TABLE>


                                       9

<PAGE>

<TABLE>
<CAPTION>
             Name,                                                                     Principal
          (Age) and                   Positions(s) Held                          Occupation(s) During
           Address                        with Fund                                  Past 5 Years
           -------                        ---------                                  ------------
<S>                              <C>                             <C>
   
         John E. Merow           Director                        Retired  Chairman and Senior  Partner,  Sullivan & Cromwell,
             (69)                                                law  firm;  Director  or  Trustee,  the  Seligman  Group  of
       125 Broad Street,                                         investment  companies;  Director,  Commonwealth  Industries,
      New York, NY 10004                                         Inc.,  manufacturers of aluminum sheet products; the Foreign
                                                                 Policy  Association;  Municipal Art Society of New York; the
                                                                 U.S.  Council  for  International  Business;  and  New  York
                                                                 Presbyterian   Hospital;   Chairman,   American   Australian
                                                                 Association;  and New York Presbyterian  Healthcare Network,
                                                                 Inc.;  Vice-Chairman,  the  U.S.-New  Zealand  Council;  and
                                                                 Member of the American Law  Institute and Council on Foreign
                                                                 Relations.                                                  
    

        Betsy S. Michel          Director                        Attorney;   Director  or  Trustee,  the  Seligman  Group  of 
             (56)                                                investment  companies;   Trustee,  the  Geraldine  R.  Dodge 
         P.O. Box 449                                            Foundation, charitable foundation; and Chairman of the Board 
      Gladstone, NJ 07934                                        of Trustees of St. George's School (Newport,  RI). Formerly, 
                                                                 Director,  the National  Association of Independent  Schools 
                                                                 (Washington, DC).                                            

        James C. Pitney          Director                        Retired  Partner,  Pitney,  Hardin,  Kipp & Szuch, law firm;
             (72)                                                Director  or  Trustee,  the  Seligman  Group  of  investment
 Park Avenue at Morris County,                                   companies.  Formerly,  Director,  Public Service  Enterprise
 P.O. Box 1945, Morristown, NJ                                   Group, public utility.                                      
             07962                                                                                                           

   
       James Q. Riordan          Director                        Director  or  Trustee,  the  Seligman  Group  of  investment
             (71)                                                companies;  Director,  The Houston Exploration  Company; The
       675 Third Avenue,                                         Brooklyn  Museum,  KeySpan  Energy  Corporation;  and Public
          Suite 3004                                             Broadcasting   Service;   and  Trustee,  the  Committee  for
      New York, NY 10017                                         Economic  Development.  Formerly,  Co-Chairman of the Policy
                                                                 Council of the Tax Foundation;  Director,  Tesoro  Petroleum
                                                                 Companies,  Inc. and Dow Jones & Company, Inc.; Director and
                                                                 President,  Bekaert  Corporation;  and  Co-Chairman,   Mobil
                                                                 Corporation.                                                


       Robert L. Shafer          Director                        Retired Vice  President,  Pfizer Inc.;  Director or Trustee,
             (66)                                                the  Seligman  Group  of  investment  companies.   Formerly,
     96 Evergreen Avenue,                                       Director, USLIFE Corporation.                               
        Rye, NY 10580
    
</TABLE>


                                       10

<PAGE>

<TABLE>
<CAPTION>
             Name,                                                                     Principal
          (Age) and                   Positions(s) Held                          Occupation(s) During
           Address                        with Fund                                  Past 5 Years
           -------                        ---------                                  ------------
<S>                              <C>                             <C>
   
       James N. Whitson          Director                        Director and Consultant, Sammons Enterprises, Inc.; Director
             (63)                                                or Trustee,  the  Seligman  Group of  investment  companies;
    6606 Forestshire Drive                                       C-SPAN; and CommScope,  Inc. manufacturer of coaxial cables.
       Dallas, TX 75230                                          Formerly, Executive Vice President, Chief Operating Officer,
                                                                 Sammons  Enterprises,  Inc.; and Director,  Red Man Pipe and
                                                                 Supply Company, piping and other materials.                 
    
                                                                                                                             

        Thomas G. Moles          Vice President and Senior       Director  and  Managing  Director,  J. & W.  Seligman  & Co. 
              (56)               Portfolio Manager               Incorporated;  Vice President and Senior Portfolio  Manager, 
                                                                 three other  open-end  investment  companies in the Seligman 
                                                                 Group;  President  and Senior  Portfolio  Manager,  Seligman 
                                                                 Quality  Municipal Fund, Inc. and Seligman Select  Municipal 
                                                                 Fund, Inc., closed-end  investment companies;  and Director, 
                                                                 Seligman Advisors, Inc. and Seligman Services, Inc.          

       Lawrence P. Vogel         Vice President                  Senior  Vice  President,  Finance,  J. & W.  Seligman  & Co.
             (42)                                                Incorporated,  Seligman  Advisors,  Inc.,  and Seligman Data
                                                                 Corp.;  Vice  President,  the Seligman  Group of  investment
                                                                 companies,  and  Seligman  Services,  Inc.;  and  Treasurer,
                                                                 Seligman Henderson Co.                                      

   
        Frank J. Nasta           Secretary                       General Counsel,  Senior Vice President,  Law and Regulation
             (34)                                                and   Corporate   Secretary,   J.  &  W.   Seligman   &  Co.
                                                                 Incorporated;  Secretary,  the Seligman  Group of investment
                                                                 companies,  Seligman Advisors, Inc., Seligman Henderson Co.,
                                                                 Seligman Services, Inc., and Seligman Data Corp.            
    

         Thomas G. Rose          Treasurer                       Treasurer, the Seligman Group of investment companies and 
              (41)                                               Seligman Data Corp.
</TABLE>


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 Funds for
which no market valuation is available,  and to elect or appoint officers of the
Funds to serve until the next meeting of the Board.

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

                                       11

<PAGE>


Compensation

   
<TABLE>
<CAPTION>
                                                                          Pension or             Total Compensation
                                                       Aggregate       Retirement Benefits         from Funds and
            Name and                                 Compensation      Accrued as Part of         Fund Complex Paid
       Position with Funds                          from Funds (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
John R. Galvin, Director                              $8,728                 N/A                     $77,000
Alice S. Ilchman, Director                             7,793                 N/A                      70,000
Frank A. McPherson, Director                           8,451                 N/A                      75,000
John E. Merow, Director                                8,324                 N/A                      74,000
Betsy S. Michel, Director                              8,728                 N/A                      77,000
James C. Pitney, Director                              8,059                 N/A                      72,000
James Q. Riordan, Director                             8,059                 N/A                      72,000
Robert L. Shafer, Director                             8,059                 N/A                      72,000
James N. Whitson, Director                             8,728(d)              N/A                      77,000(d)
</TABLE>
    

(1)  For the Funds' fiscal year ended September 30, 1998.  Effective January 16,
     1998,  the per meeting fee for Directors was increased by $1,000,  which is
     allocated among all funds in the Fund Complex.
(2)  The Seligman Group of investment  companies consists of eighteen investment
     companies.
(d)  Deferred.

   
Seligman Municipal Fund Series, Inc. has a compensation  arrangement under which
outside  directors may elect to defer receiving their fees.  Seligman  Municipal
Fund  Series,  Inc.  has  adopted a Deferred  Compensation  Plan  under  which a
director who has elected deferral of his or her fees may choose a rate of return
equal to either (1) the interest rate on short-term  Treasury  bills, or (2) the
rate of return on the shares of any of the investment  companies advised by J. &
W. Seligman & Co. Incorporated,  as designated by the director. The cost of such
fees  and  earnings  is  included  in  directors'  fees  and  expenses,  and the
accumulated  balance  thereof is  included  in other  liabilities  in the Funds'
financial  statements.  The total  amount of  deferred  compensation  (including
earnings)  payable in respect of the Funds to Mr.  Whitson as of  September  30,
1998 was $35,007. Messrs. Merow and Pitney no longer defer current compensation;
however,  they have accrued deferred  compensation in the amounts of $70,305 and
$51,035, respectively, as of September 30, 1998.

Each Fund may,  but is not  obligated  to,  purchase  shares of  Seligman  Group
investment  companies to hedge its  obligations in connection  with the Deferred
Compensation Plan.
    

Sales Charges

   
Class A shares of each Fund may be issued  without a sales charge to present and
retired directors,  trustees,  officers, employees (and their family members) of
the Funds,  the other  investment  companies in the Seligman Group,  and J. & W.
Seligman & Co.  Incorporated  and its affiliates.  Family members are defined to
include lineal descendents 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 for such  persons and to
any investment advisory,  custodial, trust or other fiduciary account managed or
advised by J. & W. Seligman & Co. Incorporated or any affiliate. These sales may
be made for investment purposes only, and shares may be resold only to a Fund.

Class A shares 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.
    


                                       12

<PAGE>


               Control Persons and Principal Holders of Securities

Control Persons

   
As of January 12, 1999, there was no person or persons who controlled any of the
Funds, either through significant ownership of Fund shares or any other means of
control.
    

Principal Holders

   
As of January 12, 1999, MLPF&S for the Sole Benefit of Its Customers,  Attn Fund
Administration,  4800 Deer Lake Drive East,  3rd Floor,  Jacksonville,  FL 32246
owned  of  record  more  than 5% of the  outstanding  shares  of a class  of the
following Funds:


                                                           Percentage of Total
                                                           Outstanding Shares of
     Fund                            Class                 the Class of the Fund
     ----                            -----                 ---------------------
     Colorado                           A                         6.67%
     Georgia                            A                        21.29
     Louisiana                          A                        23.57
     Maryland                           A                        10.30
     Michigan                           A                         7.24
     Missouri                           A                        15.52
     South Carolina                     A                        13.55
    

Management Ownership

   
Directors and officers of the Funds as a group owned less than 1% of the Class A
capital  stock of the  National  Fund as of  January  12,  1999.  Directors  and
officers of the Funds as a group owned 2.12% of the Class A capital stock of the
New York Fund as of January  12,  1999.  As of the same date,  no  Directors  or
officers  of the Funds  owned  shares of the Class A capital  stock of any other
Fund or shares of the Class D capital stock of any Fund.
    

                     Investment Advisory and Other Services

   
Investment Manager
    

J. & W. Seligman & Co. Incorporated  (Seligman) manages the Funds. Seligman 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  outstanding  voting
securities of Seligman was purchased by Mr. William C. Morris and a simultaneous
recapitalization  of Seligman  occurred.  See Appendix C for further  history of
Seligman.

All of the  officers of the Funds  listed  above are  officers or  employees  of
Seligman. Their affiliations with the Funds and with Seligman are provided under
their principal business occupations.

   
The Funds pay Seligman a management fee for its services,  calculated  daily and
payable  monthly.  The  management fee is equal to .50% per annum of each Fund's
average daily net assets. The following chart indicates the management fees paid
by each Fund as well as the  percentage  such  fees  represents  of each  Fund's
average daily net assets for the fiscal years ended  September  30, 1998,  1997,
and 1996.
    


                                       13

<PAGE>

   
                                                                  Percentage of
                          Fiscal Year         Management          Average Daily
    Fund                     Ended           Fee Paid( $)        Net Assets (%)
    ----                     -----           ------------        --------------
    National                9/30/98            $522,358                .50
                            9/30/97             506,520                .50
                            9/30/96             523,545                .50

    Colorado                9/30/98            $236,819                .50
                            9/30/97             254,781                .50
                            9/30/96             267,392                .50

    Georgia                 9/30/98            $253,187                .50
                            9/30/97             261,126                .50
                            9/30/96             285,693                .50

    Louisiana               9/30/98            $283,699                .50
                            9/30/97             283,702                .50
                            9/30/96             301,833                .50

    Maryland                9/30/98            $276,179                .50
                            9/30/97             275,393                .50
                            9/30/96             283,435                .50

    Massachusetts           9/30/98            $545,891                .50
                            9/30/97             551,726                .50
                            9/30/96             571,658                .50

    Michigan                9/30/98            $726,553                .50
                            9/30/97             731,198                .50
                            9/30/96             759,311                .50

    Minnesota               9/30/98            $614,405                .50
                            9/30/97             629,693                .50
                            9/30/96             659,120                .50

    Missouri                9/30/98            $260,574                .50
                            9/30/97             262,926                .50
                            9/30/96             254,770                .50

    New York                9/30/98            $426,872                .50
                            9/30/97             416,749                .50
                            9/30/96             423,159                .50

    Ohio                    9/30/98            $768,368                .50
                            9/30/97             787,121                .50
                            9/30/96             839,336                .50

    Oregon                  9/30/98            $287,757                .50
                            9/30/97             285,086                .50
                            9/30/96             301,447                .50

    South Carolina          9/30/98            $539,515                .50
                            9/30/97             535,390                .50
                            9/30/96             567,668                .50
    

The Funds pay all of their  expenses  other  than  those  assumed  by  Seligman,
including brokerage  

                                       14

<PAGE>

commissions,  if any,  shareholder  services  and  distribution  fees,  fees and
expenses of independent  attorneys and auditors,  taxes and  governmental  fees,
including  fees and  expenses of  qualifying  the Funds and their  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 record keeping and shareholder account services, fees and
disbursements  of  transfer  agents  and  custodians,   expenses  of  disbursing
dividends  and  distributions,  fees and  expenses of directors of the Funds not
employed by or serving as a director of  Seligman or its  affiliates,  insurance
premiums and extraordinary expenses such as litigation expenses.  These expenses
are allocated between the Funds in a manner determined by the Board of Directors
to be fair and equitable.

The  Management  Agreement also provides that Seligman will not be liable to the
Funds 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 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
Fund  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 Fund 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)
Seligman shall not have notified a 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 Fund, without penalty, on 60 days' written notice to Seligman
and  will  terminate  automatically  in the  event of its  assignment.  Seligman
Municipal  Fund Series,  Inc. 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 Seligman's business.
    

Officers,  directors  and  employees  of  Seligman  are  permitted  to engage in
personal securities transactions, subject to Seligman's Code of Ethics. The Code
of Ethics  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 Seligman's Compliance Officer,
and sets forth a  procedure  of  identifying,  for  disciplinary  action,  those
individuals who violate the Code of Ethics. The Code of Ethics prohibits each of
the  officers,  directors and employees  (including  all portfolio  managers) of
Seligman from purchasing or selling any security that the officer,  director, or
employee knows or believes (1) was  recommended by Seligman for purchase or sale
by any client,  including the Fund, within the preceding two weeks, (2) has been
reviewed by Seligman  for  possible  purchase or sale within the  preceding  two
weeks, (3) is being purchased or sold by any client,  (4) is being considered by
a research analyst,  (5) is being acquired in a private placement,  unless prior
approval has been obtained from Seligman's  Compliance  Officer, or (6) is being
acquired during an initial or secondary public offering. The Code of Ethics 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 Code of Ethics also  prohibits  (1) 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 (2) 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 Seligman'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.


                                       15

<PAGE>

Principal Underwriter

   
Seligman Advisors,  Inc., (Seligman Advisors) an affiliate of Seligman, 100 Park
Avenue,  New York, New York 10017, acts as general  distributor of the shares of
each Fund and of the other mutual funds in the Seligman Group. Seligman Advisors
is an  "affiliated  person" (as defined in the 1940 Act) of  Seligman,  which is
itself an affiliated  person of the Funds.  Those  individuals  identified above
under  "Management  Information"  as directors or officers of both the Funds and
Seligman Advisors are affiliated persons of both entities.

Services Provided by the Investment Manager
    

Under the Management Agreement,  dated December 29, 1988, subject to the control
of the Board of Directors, Seligman manages the investment of the assets of each
Fund,  including making purchases and sales of portfolio  securities  consistent
with each Fund's  investment  objectives  and policies,  and  administers  their
business and other affairs.  Seligman provides the Funds with such office space,
administrative  and other  services  and  executive  and other  personnel as are
necessary  for  Fund  operations.  Seligman  pays  all  of the  compensation  of
directors of the Funds who are employees or  consultants  of Seligman and of the
officers and employees of the Funds.  Seligman also provides  senior  management
for Seligman Data Corp., the Funds' shareholder service agent.

Service Agreements

There are no other management-related service contracts under which services are
provided to any of the Funds.

Other Investment Advice

No person or persons, other than directors,  officers, or employees of Seligman,
regularly advise any Fund with respect to its investments.

Dealer Reallowances

Dealers and financial  advisors receive a percentage of the initial sales charge
on sales of Class A shares of each Fund, as set forth below:

<TABLE>
<CAPTION>
                                                                                   Regular Dealer
                                    Sales Charge           Sales Charge              Reallowance
                                     as a % of             as a % of Net              As a % of
Amount of Purchase               Offering Price(1)        Amount Invested          Offering Price
- ------------------               -----------------        ---------------          --------------
<S>                                     <C>                    <C>                      <C>  
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  and over(2)                  0                       0                        0
</TABLE>

(1)  "Offering  Price" is the amount that you actually  pay for Fund shares;  it
     includes the initial sales charge.
(2)  You will not pay a sales charge on purchases of $1 million or more, but you
     will be subject to a 1% CDSC if you sell your shares within 18 months.

   
Seligman Services,  Inc.  (Seligman  Services),  an affiliate of Seligman,  is a
limited  purpose  broker/dealer.   Seligman  Services  is  eligible  to  receive
commissions from certain sales of Fund shares. For the Funds'
    

                                       16

<PAGE>

   
fiscal  years ended  September  30,  1998,  1997,  and 1996,  Seligman  Services
received commissions in the following amounts:

     Fund                           Commissions Paid to SSI
     ----                           -----------------------
                                 1998        1997         1996
                                 ----        ----         ----
     National                   $ 192       $ 456      $ 1,736
     Colorado                   2,216       4,678        4,437
     Georgia                    1,654         283          525
     Louisiana                    117          21            0
     Maryland                     366         523        1,251
     Massachusetts                718       1,865          689
     Michigan                     219         515        1,315
     Minnesota                  1,344         594        1,717
     Missouri                     405       1,220        1,754
     New York                   3,453       2,889        2,144
     Ohio                       4,159       1,485        2,276
     Oregon                        45          24          763
     South Carolina            19,615       2,582        2,229
    

Rule 12b-1 Plan

   
Seligman Municipal Fund Series, Inc. has adopted an Administration,  Shareholder
Services and Distribution  Plan (12b-1 Plan) in accordance with Section 12(b) of
the 1940 Act and Rule 12b-1 thereunder.

Under the 12b-1 Plan, each Fund may pay to Seligman Advisors an  administration,
shareholder  services and  distribution fee in respect of the Fund's Class A and
Class D shares.  Payments under the 12b-1 Plan may include,  but are not limited
to: (1)  compensation  to securities  dealers and other  organizations  (Service
Organizations)  for  providing  distribution  assistance  with respect to assets
invested in the Fund; (2)  compensation to Service  Organizations  for providing
administration,  accounting and other shareholder  services with respect to Fund
shareholders;  and (3)  otherwise  promoting  the sale of  shares  of the  Fund,
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  Seligman  Advisors'  costs  incurred  in
connection  with its  marketing  efforts  with  respect  to  shares of the Fund.
Seligman,  in its sole  discretion,  may also make similar  payments to Seligman
Advisors  from its own  resources,  which may  include the  management  fee that
Seligman  receives  from each  Fund.  Payments  made by each Fund under its Rule
12b-1 Plan are intended to be used to encourage  sales of such Fund,  as well as
to discourage redemptions.

Fees paid by each Fund under its 12b-1 Plan with  respect to any class of shares
may not be used to pay expenses incurred solely in respect of any other class or
any other Seligman fund. Expenses  attributable to more than one class of a Fund
will be allocated between the classes in accordance with a methodology  approved
by  the  Funds'  Board  of  Directors.   Each  Fund  may  participate  in  joint
distribution  activities  with other  Seligman  funds,  and the expenses of such
activities will be allocated among the applicable funds based on relative sales,
in accordance with a methodology approved by the Board.

Class A

Under the 12b-1 Plan, each Fund, with respect to Class A shares, is permitted to
pay quarterly to Seligman Advisors a service fee at an annual rate of up to .25%
of the average daily net asset value of the Class A shares.  These fees are used
by Seligman Advisors exclusively to make payments to Service Organizations which
have entered into agreements with Seligman Advisors.  Such Service Organizations
currently receive from Seligman Advisors a continuing  service fee of up to .10%
on an annual basis, payable quarterly,  of the average daily net assets of Class
A shares  attributable  to the  particular  Service  Organization  for providing
personal service and/or maintenance of shareholder accounts.  The fee payable to
Service Organizations from time to time shall, within such limits, be determined
by the  Directors  and may not be increased  from .10%  without  approval of the
Directors. The Funds are not obligated
    

                                       17

<PAGE>

   
to pay  Seligman  Advisors  for any such  costs it  incurs  in excess of the fee
described  above. No expenses  incurred in one fiscal year by Seligman  Advisors
with  respect  to Class A shares of a Fund may be paid from  Class A 12b-1  fees
received  from  that  Fund  in any  other  fiscal  year.  If the  12-b1  Plan is
terminated  in respect of Class A shares of any Fund,  no  amounts  (other  than
amounts  accrued  but not yet  paid)  would  be  owed by that  Fund to  Seligman
Advisors  with respect to Class A shares.  The total amount paid by each Fund to
Seligman  Advisors  in  respect  of Class A shares  for the  fiscal  year  ended
September 30, 1998 was as follows:


                                           Total                  % of Average
             Fund                        Fees Paid                 Net Assets
             ----                        ---------                 ----------
             National                     $87,412                       .09%
             Colorado                      45,621                      .10
             Georgia                       44,562                      .09
             Louisiana                     54,359                      .10
             Maryland                      47,718                      .09
             Massachusetts                102,371                      .09
             Michigan                     135,906                      .09
             Minnesota                    115,933                      .09
             Missouri                      52,242                      .10
             New York                      74,294                      .09
             Ohio                         140,954                      .09
             Oregon                        51,836                      .09
             South Carolina                98,768                      .09

Class D 

Under the 12b-1 Plan, each Fund, with respect to Class D shares, pays monthly to
Seligman Advisors a 12b-1 fee at an annual rate of up to 1% of the average daily
net asset  value of Class D shares.  This fee is used by Seligman  Advisors,  as
follows:  During  the  first  year  following  the  sale of  Class D  shares,  a
distribution fee of .75% of the average daily net assets attributable to Class D
shares is used, along with any CDSC proceeds, to (1) reimburse Seligman Advisors
for its payment at the time of sale of Class D shares of a .75% sales commission
to Service Organizations, and (2) pay for other distribution expenses, 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 other marketing costs of Seligman  Advisors.  In addition,  during
the first year following the sale of Class D shares, a service fee of up to .25%
of the average daily net assets  attributable  to such Class D shares is used to
reimburse  Seligman Advisors for its prepayment to Service  Organizations at the
time of sale of Class D shares of a  service  fee of up to .25% of the net asset
value of the Class D share sold (for  shareholder  services  to be  provided  to
Class D shareholders  over the course of the one year immediately  following the
sale). The payment to Seligman  Advisors is limited to amounts Seligman Advisors
actually  paid to Service  Organizations  at the time of sale as  service  fees.
After the initial one-year period following a sale of Class D shares, the entire
12b-1 fee  attributable to such Class D shares is paid to Service  Organizations
for providing  continuing  shareholder  services and distribution  assistance in
respect of assets  invested in each Fund.  The total amount paid by each Fund in
respect of Class D shares for the fiscal year ended September 30, 1998 was equal
to 1% per annum of the average daily net assets of Class D shares as follows:

                                                   Total
             Fund                                Fees Paid
             ----                                ---------
             National                            $ 56,655
             Colorado                               2,667
             Georgia                               27,815
             Louisiana                              5,826
             Maryland                              25,679
             Massachusetts                         13,706
             Michigan                              17,325
    

                                       18

<PAGE>

   

                                                   Total
             Fund                                Fees Paid
             ----                                ---------
             Minnesota                            $18,896
             Missouri                               3,940
             New York                              17,902
             Ohio                                  11,760
             Oregon                                19,824
             South Carolina                        44,114

The amounts expended by Seligman  Advisors in any one year with respect to Class
D shares of a Fund may exceed the 12b-1 fees paid by the Fund in that year.  The
Fund's 12b-1 Plan permits expenses  incurred by Seligman  Advisors in respect of
Class D shares in one fiscal  year to be paid from  Class D 12b-1 fees  received
from that Fund in any other fiscal year;  however,  in any fiscal year the Funds
are not obligated to pay any 12b-1 fees in excess of the fees described above.

As of September 30, 1998,  Seligman  Advisors has incurred the following amounts
of unreimbursed expenses in respect of each Fund's Class D shares :

                                  Amount of Unreimbursed
                                    Expenses Incurred        % of the Net Assets
                                       With Respect             of Class D at
            Fund                    to Class D Shares        September 30, 1998
            ----                    -----------------        ------------------
            National                     $     0                      ---%
            Colorado                       1,873                      .54
            Georgia                        8,301                      .30
            Louisiana                      5,680                      .68
            Maryland                      12,681                      .41
            Massachusetts                 11,762                      .80
            Michigan                       4,436                      .24
            Minnesota                     12,380                      .59
            Missouri                       1,811                      .43
            New York                       1,819                      .08
            Ohio                           1,905                      .17
            Oregon                        11,496                      .43
            South Carolina                17,616                      .31

If the 12b-1  Plan is  terminated  in  respect  of Class D shares of a Fund,  no
amounts (other than amounts accrued but not yet paid) would be owed by that Fund
to Seligman Advisors with respect to Class D shares.
    

                                       19

<PAGE>

   
Payments made by the Funds under the 12b-1 Plan for fiscal year ended  September
30, 1998, were spent on the following activities in the following amounts:


                         Compensation to   Compensation to
Fund/Class                 Underwriters     Broker/Dealers
- ----------                 ------------     --------------

National/A                                      $ 87,412
National/D                   $ 7,602              49,053

Colorado/A                                        45,621
Colorado/D                       632               2,035

Georgia/A                                         44,562
Georgia/D                      9,911              17,904

Louisiana/A                                       54,359
Louisiana/D                    1,674               4,152

Maryland/A                                        47,718
Maryland/D                     8,180              17,499

Massachusetts/A                                  102,371
Massachusetts/D                2,964              10,742

Michigan/A                                       135,906
Michigan/D                     5,825              11,500

Minnesota/A                                      115,933
Minnesota/D                    2,554              16,342

Missouri/A                                        52,242
Missouri/D                       583               3,357

New York/A                                        74,294
New York/D                     4,716              13,186

Ohio/A                                           140,954
Ohio/D                         2,925               8,835

Oregon/A                                          51,836
Oregon/D                       6,629              13,195

South Carolina/A                                  98,768
South Carolina/D              15,564              28,550
    

       

                                       20

<PAGE>

       

The 12b-1 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 Funds and who have no direct or indirect  financial interest in
the  operation of the 12b-1 Plan or in any  agreement  related to the 12b-1 Plan
(the  "Qualified  Directors")  and was approved by  shareholders of the Funds on
November  23,  1992.  The 12b-1  Plan  became  effective  on  January  1,  1993.
Amendments  to the 12b-1 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 12b-1 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,  cast in person at a meeting  called for
the  purpose  of voting on such  approval.  The 12b-1 Plan may not be amended to
increase  materially  the  amounts  payable  under the  terms of the 12b-1  Plan
without the approval of a majority of the outstanding  voting securities of each
Fund and no  material  amendment  to the 12b-1 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 12b-1 Plan  requires  that the  Treasurer of the Funds 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 12b-1 Plan. Rule
12b-1 also requires  that the selection and  nomination of Directors who are not
"interested persons" of the Funds be made by such disinterested Directors.

   
Seligman  Services acts as a broker/dealer  of record for  shareholder  accounts
that do not have a designated  financial advisor and receives  compensation from
the Funds pursuant to the 12b-1 Plan for providing personal services and account
maintenance  to such accounts and other  distribution  services.  For the fiscal
years ended  September 30, 1998,  1997,  and 1996,  Seligman  Services  received
distribution  and  service  fees from the Funds  pursuant  to the 12b-1  Plan as
follows:


                                    Distribution and Service Fees Paid to
                                              Seligman Services
                                              -----------------
            Fund                        1998           1997          1996
            ----                        ----           ----          ----
            National                  $7,528         $6,388       $ 6,257
            Colorado                   2,599          2,918         2,997
            Georgia                      918            988           667
            Louisiana                  1,112            685           647
            Maryland                   1,572          1,425         1,399
            Massachusetts              2,105          2,080         2,555
            Michigan                   2,822          2,537         2,656
            Minnesota                  2,335          2,087         2,122
            Missouri                   3,410          3,261         3,149
            New York                  13,359         12,398         8,922
            Ohio                       3,900          3,132         2,929
            Oregon                     1,682          1,417           797
            South Carolina             4,498          1,576         1,484
    

                                       21

<PAGE>

                    Brokerage Allocation and Other Practices

Brokerage Transactions

   
For the fiscal years ended  September  30, 1998,  1997,  and 1996,  no brokerage
commissions were paid by any Fund. When two or more of the investment  companies
in the Seligman Group or other investment advisory clients of Seligman desire to
buy or sell the same security at the same time, the securities purchased or sold
are  allocated by Seligman 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.

In  over-the-counter  markets,  the Funds deal with  responsible  primary market
makers unless a more favorable  execution or price is believed to be obtainable.
Each  Fund may buy  securities  from or sell  securities  to  dealers  acting as
principal,   except  dealers  with  which  its  directors  and/or  officers  are
affiliated.
    

Commissions

   
For the fiscal years ended September 30, 1998, 1997, and 1996, the Funds did not
execute  any  portfolio  transactions  with,  and  therefore  did  not  pay  any
commissions  to, any broker  affiliated  with  either  the Funds,  Seligman,  or
Seligman Advisors.
    

Regular Broker-Dealers

   
During the  Funds'  fiscal  year ended  September  30,  1998,  none of the Funds
acquired  securities of its regular brokers or dealers (as defined in Rule 10b-1
under the 1940 Act) or of their parents.
    

                       Capital Stock and Other Securities

Capital Stock

   
Seligman Municipal Fund Series, Inc. is authorized to issue 1,300,000,000 shares
of capital  stock,  each with a par value of $.001 each,  divided into  thirteen
different series (which represent each of the Funds). Each Fund has two classes,
designated Class A and Class D shares.  Each share of a Fund's Class A and Class
D capital stock is equal as to earnings,  assets, and voting privileges,  except
that each class bears its
    

                                       22

<PAGE>

   
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 Maryland law.  Seligman  Municipal Fund
Series has adopted a multiclass  plan  pursuant to Rule 18f-3 under the 1940 Act
permitting  the issuance and sale of multiple  classes.  In accordance  with the
Articles of Incorporation,  the Board of Directors may authorize the creation of
additional classes of common stock 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.  Each  outstanding  share is fully
paid  and  non-assessable,  and  each  is  freely  transferable.  There  are  no
liquidation, conversion, or preemptive rights.
    

Other Securities

   
Seligman  Municipal Fund Series,  Inc. has no authorized  securities  other than
capital stock.
    

                   Purchase, Redemption, and Pricing of Shares

Purchase of Shares

Class A

Class A shares may be  purchased  at a price  equal to the next  determined  net
asset value per share, plus an initial sales charge.

Purchases  of Class A shares by a "single  person"  (as  defined  below)  may be
eligible for the following reductions in initial sales charges:

Volume  Discounts  are provided if the total  amount  being  invested in Class A
shares of a Fund  alone,  or in any  combination  of shares of the other  mutual
funds in the Seligman Group which are sold with an initial sales charge, reaches
levels indicated in the sales charge 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 Fund and  shares of the other  Seligman  mutual
funds sold with an initial sales charge with the total net asset value of shares
of those mutual funds  already owned that were sold with an initial sales charge
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  charge at the time of  purchase to  determine
reduced  sales charges in accordance  with the schedule in the  prospectus.  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 was an initial  sales charge at the time of purchase will be
taken into account in orders placed through a dealer,  however, only if Seligman
Advisors  is  notified  by an  investor  or a dealer of the amount  owned by the
investor  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 over a 13-month
period at reduced  initial sales charges in accordance  with the schedule in the
Prospectus,  based on the  total  amount  of Class A shares of the Fund that the
letter states the investor intends to purchase plus the total net asset value of
shares that were sold with an initial sales charge 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 charge at the time of
purchase.  Reduced  sales  charges  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.

   
CDSC Applicable to Class A Shares.  Class A shares purchased  without an initial
sales  charge  in  accordance  with the  sales  charge  schedule  in the  Funds'
Prospectus,  or pursuant to a Volume Discount, Right of Accumulation,  or Letter
of Intent  are  subject to a CDSC of 1% on  redemptions  of such  shares  within
eighteen months of purchase. Employee benefit plans eligible for net asset value
sales (as
    


                                       23

<PAGE>

   
described  below) may be subject  to a CDSC of 1% for  terminations  at the plan
level only, on redemptions of shares  purchased  within eighteen months prior to
plan  termination.  The 1% CDSC will be waived  on  shares  that were  purchased
through  Morgan  Stanley  Dean  Witter & Co. by  certain  Chilean  institutional
investors (i.e.  pension plans,  insurance  companies,  and mutual funds).  Upon
redemption of such shares within an eighteen-month  period,  Morgan Stanley Dean
Witter  will  reimburse  Seligman  Advisors  a pro  rata  portion  of the fee it
received from Seligman Advisors at the time of sale of such shares.
    

See "CDSC  Waivers"  below for other  waivers which may be applicable to Class A
shares.

Persons  Entitled To  Reductions.  Reductions  in initial sales charges 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;  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,  organizations  tax exempt  under  Section  501(c)(3) or (13) of the
Internal  Revenue 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 a Fund,  to
receive in bulk and to distribute to each participant on a timely basis the Fund
Prospectus, 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 charges in the Prospectus
applies to sales to "eligible  employee benefit plans," except that the Fund may
sell shares at net asset value to "eligible  employee  benefit plans" which have
at least (1) $500,000  invested in the Seligman  Group of mutual funds or (2) 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 Funds'  shareholder  service  agent.
"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.

Such  sales are  believed  to require  limited  sales  effort and  sales-related
expenses and  therefore  are made at net asset value.  Contributions  or account
information for plan  participation  also should be transmitted to Seligman Data
Corp.  by methods  which it  accepts.  Additional  information  about  "eligible
employee  benefit  plans" is  available  from  financial  advisors  or  Seligman
Advisors.

Further  Types of  Reductions.  Class A shares  may also be  issued  without  an
initial sales charge to any registered unit investment trust which is the issuer
of periodic payment plan certificates, the net proceeds of which are invested in
Fund shares;  to separate  accounts  established  and maintained by an insurance
company which are exempt from  registration  under Section  3(c)(11) of the 1940
Act; to registered  representatives  and employees  (and their spouses and minor
children) of any dealer that has a sales  agreement with Seligman  Advisors;  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 Seligman 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 a Fund; to other

                                       24

<PAGE>

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 (1) $500,000 invested in the Seligman mutual funds or (2) 50
eligible employees to whom such plan is made available.

Class D

Class D shares may be  purchased  at a price  equal to the next  determined  net
asset  value,  without  an initial  sales  charge.  However,  Class D shares are
subject to a CDSC of 1% if the shares are redeemed  within one year of purchase,
charged as a percentage of the current net asset value or the original  purchase
price, whichever is less.

Systematic  Withdrawals.  Class D shareholders who reinvest both their dividends
and capital gain distributions to purchase  additional shares of a Fund, may use
the Funds' Systematic Withdrawal Plan to withdraw up to 10 of the value of their
accounts per year without the imposition of a CDSC.  Account value is determined
as of the date the systematic withdrawals begin.

CDSC  Waivers.  The CDSC on Class D  shares  (and  certain  Class A  shares,  as
discussed above) will be waived or reduced in the following instances:

(1)  on  redemptions  following the death or  disability  (as defined in Section
     72(m)(7) of the  Internal  Revenue  Code) of a  shareholder  or  beneficial
     owner;

(2)  in connection with (1) distributions  from retirement plans qualified under
     Section  401(a) of the  Internal  Revenue  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),  (2)  distributions  from a custodial account under
     Section  403(b)(7)  of the  Internal  Revenue  Code or an IRA due to death,
     disability,  minimum  distribution  requirements after attainment of age 70
     1/2 or, for accounts  established  prior to January 1, 1998,  attainment of
     age 59 1/2, and (3) a tax-free return of an excess contribution to an IRA;

(3)  in whole or in part, in connection  with shares sold to current and retired
     Directors of the Funds;

(4)  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 any registered  investment
     management company;

(5)  in whole or in part, in connection with systematic withdrawals;

(6)  in connection with  participation  in the Merrill Lynch Small Market 401(k)
     Program.

If,  with  respect to a  redemption  of any Class A or Class D shares  sold by a
dealer, the CDSC is waived because the redemption  qualifies for a waiver as set
forth above, the dealer shall remit to Seligman  Advisors  promptly upon notice,
an amount  equal to the  payment or a portion of the  payment  made by  Seligman
Advisors at the time of sale of such shares.

Fund Reorganizations

Class A shares may be issued without an initial sales charge in connection  with
the acquisition of cash and securities owned by other investment companies.  Any
CDSC will be waived in connection with the redemption of shares of a Fund if the
Fund is combined with another  Seligman  mutual fund,  or in  connection  with a
similar reorganization transaction.

Payment in Securities.  In addition to cash, the Funds may accept  securities in
payment for Fund shares sold at the applicable  public offering price (net asset
value and, if applicable, any sales charge), although the Funds do not presently
intend to accept securities in payment for Fund shares. Generally, a Fund will

                                       25

<PAGE>

only consider  accepting  securities (l) to increase its holdings in a portfolio
security,  or (2) if  Seligman  determines  that the  offered  securities  are a
suitable  investment  for the  Fund and in a  sufficient  amount  for  efficient
management. Although no minimum has been established, it is expected that a Fund
would not  accept  securities  with a value of less than  $100,000  per issue in
payment for shares. A Fund may reject in whole or in part offers to pay for Fund
shares with securities, may require partial payment in cash for applicable sales
charges, and may discontinue  accepting securities as payment for Fund shares at
any time without  notice.  The Funds will not accept  restricted  securities  in
payment  for  shares.  The Funds will value  accepted  securities  in the manner
provided for valuing portfolio securities.

Offering Price

When you buy or sell Fund shares, you do so at the Class's net asset value (NAV)
next calculated  after Seligman  Advisors  accepts your request.  Any applicable
sales charge will be added to the purchase price for Class A shares.

NAV per share of each class of a Fund is  determined  as of the close of regular
trading on the New York Stock Exchange  (normally,  4:00 p.m.  Eastern time), on
each day that the NYSE is open for business. The NYSE is 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. A Fund
will  also  determine  NAV for  each  class  on each  day in  which  there  is a
sufficient degree of trading in the Fund's portfolio  securities that the NAV of
Fund shares might be materially affected.  NAV per share for a class is computed
by dividing such class's share of the value of the net assets of the Fund (i.e.,
the value of its assets less  liabilities)  by the total  number of  outstanding
shares of such class.  All expenses of the Fund,  including the management  fee,
are accrued daily and taken into account for the purpose of determining NAV. The
NAV of Class D shares will  generally be lower than the NAV of Class A shares as
a result of the higher 12b-1 fees with  respect to such 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  Funds  invest  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. 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, US 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 a Fund's shares
are computed as of such times.

                                       26

<PAGE>

Specimen Price Make-Up

   
Under the  current  distribution  arrangements  between  the Funds and  Seligman
Advisors,  Class A shares are sold with a maximum  initial sales charge of 4.75%
and Class D shares are sold at NAV(1).  Using each Class's NAV at September  30,
1998, the maximum offering price of the Funds' shares is as follows:

                                     Class A

                       NAV     +     Maximum Sales Charge      =  Offering Price
Fund                Per Share      (4.75% of Offering Price)         to Public
- ----                ---------      -------------------------         ---------
National               $8.32                  $.41                     $8.73
Colorado                7.64                   .38                      8.02
Georgia                 8.38                   .42                      8.80
Louisiana               8.51                   .42                      8.93
Maryland                8.32                   .41                      8.73
Massachusetts           8.27                   .41                      8.68
Michigan                8.83                   .44                      9.27
Minnesota               7.98                   .40                      8.38
Missouri                8.03                   .40                      8.43
New York                8.60                   .43                      9.03
Ohio                    8.37                   .42                      8.79
Oregon                  8.05                   .40                      8.45
South Carolina          8.38                   .42                      8.80


                                     Class D

                                     NAV and Offering
Fund                                Price Per Share(1)
- ----                                ----------------  
National                                  $8.31
Colorado                                   7.63
Georgia                                    8.40
Louisiana                                  8.50
Maryland                                   8.33
Massachusetts                              8.26
Michigan                                   8.82
Minnesota                                  7.98
Missouri                                   8.03
New York                                   8.60
Ohio                                       8.41
Oregon                                     8.04
South Carolina                             8.38
- ------------------------------

(1)  Class D shares are subject to a CDSC of 1% on  redemptions  within one year
     of purchase.
    

Redemption in Kind

The  procedures  for selling 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 NYSE  during  periods of  emergency,  or such other
periods  as ordered by the  Securities  and  Exchange  Commission.  Under  these
circumstances, redemption proceeds may be made in securities. If payment is made
in securities,  a shareholder may incur brokerage  expenses in converting  these
securities to cash.

                                       27

<PAGE>

                              Taxation of the Funds

Each of the Funds is 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 Fund.

Each of the Funds is qualified and intends to continue to qualify as a regulated
investment  company under  Subchapter M of the Internal  Revenue Code.  For each
year so qualified, a Fund will not be subject to federal income taxes on its net
investment  income and capital gains, if any,  realized during any taxable year,
which it distributes to its shareholders,  provided that at least 90% of its net
investment   income  and  net  short-term   capital  gains  are  distributed  to
shareholders each year.

Qualification as a regulated  investment company under the Internal Revenue Code
requires among other things, that (1) at least 90% of the annual gross income of
a Fund 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;  (2) and a Fund 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  Fund's  assets  is  represented  by cash,  US  Government
securities  and other  securities  limited  in  respect  of any one issuer to an
amount  not  greater  than 5% of the Fund's  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 US Government
securities).

Federal Income Taxes

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

Distributions  of net capital gains (i.e.,  the excess of net long-term  capital
gains over any net  short-term  losses) are taxable as long-term  capital  gain,
whether  received in cash or invested in  additional  shares,  regardless of how
long the shares have been held by a shareholder,  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  tax on  distributions  of net  capital
gains at a maximum rate of 20% if designated as derived from the Fund's  capital
gains from property held for more than one year. Net Capital gain of a corporate
shareholder is taxed at the same rate as ordinary income.  Distributions  from a
Fund's other  investment  income (other than exempt interest  dividends) or from
net realized  short-term gain will taxable to  shareholders as ordinary  income,
whether  received  in cash  or  invested  in  additional  shares.  Distributions
generally will not be eligible for the dividends  received  deduction allowed to
corporate  shareholders.  Shareholders  receiving  distributions  in the form of
additional  shares  issued by a Fund 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 Fund will not be  deductible  for federal  income tax purposes to the extent
that the Fund's distributions are exempt from federal income tax.

Any gain or loss  realized  upon a sale or  redemption  of shares in a Fund by a
shareholder  who is not a dealer in  securities  will  generally be treated as a
long-term  capital  gain or loss if the shares  have been held for more than one
year and otherwise as a short-term capital gain or loss. Individual shareholders
will be subject to federal  income tax on net capital gains at a maximum rate of
20% in  respect of shares  held for more than one year.  Net  capital  gain of a
corporate shareholder is taxed at the same rate as ordinary income.  However, if
shares on which a long-term capital gain distribution has been received are

                                       28

<PAGE>

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.  In addition,  no loss
will be allowed on the sale or other  disposition of shares of a Fund 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  (including  shares acquired
through dividend  reinvestment)  securities that are substantially  identical to
the shares of the Fund.

In  determining  gain or loss on  shares  of a Fund  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  charge
incurred in acquiring such shares to the extent of any  subsequent  reduction of
the sales charge by reason of the Exchange or Reinstatement Privilege offered by
the Fund. Any sales charge 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  person" of substantial  users) of
facilities  financed by industrial  development  bonds or private activity bonds
should consult the tax advisors before purchasing shares of any Fund.
    

Colorado Taxes

   
In the opinion of Ireland Stapleton Pryor Pascoe,  P.C., Colorado tax counsel to
the Colorado Fund, individuals, trusts, estates and corporations who are holders
of the Colorado Fund 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  Fund  dividends  to  the  extent  that  such   dividends   qualify  as
exempt-interest  dividends  of a  regulated  investment  company  under  Section
852(b)(5) of the Internal  Revenue Code,  which are derived from interest income
received by the Colorado Fund 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 under the laws of the State of Colorado authorizing the issuance
of such obligations;  (b) obligations of the United States or its possessions to
the extent included in federal taxable income; or (c) obligations of territories
or possessions  of the United States to the extent federal law exempts  interest
on  such  obligations  from  taxation  by the  states  (collectively,  "Colorado
Obligations").  To the extent that Colorado Fund  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 Fund are exempt
from Colorado property taxes.
    

The Colorado Fund 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.

Georgia Taxes

   
In the opinion of King &  Spaulding,  Georgia  tax counsel to the Georgia  Fund,
under existing Georgia law, shareholders of the Georgia Fund will not be subject
to Georgia  income taxes on dividends with respect to shares of the Georgia Fund
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  Fund.
Dividends, if any, derived from capital gains or other sources generally will be
taxable to shareholders of the Georgia Fund for Georgia income tax purposes.
    

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

                                       29

<PAGE>

The Georgia Fund 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 Louisiana  Fund,
based upon a private ruling  obtained from the Louisiana  Department of Revenue,
and subject to the  current  policies of the  Louisiana  Department  of Revenue,
shareholders  of the  Louisiana  Fund  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
Fund 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 governmental agencies, or instrumentalities.
To the extent that  distributions  on the  Louisiana  Fund 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 Fund
dividends.

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

The Louisiana Fund 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
Maryland  Fund,  as long as  dividends  paid by the  Maryland  Fund  qualify  as
interest  excludable  under  Section 103 of the  Internal  Revenue  Code and the
Maryland  Fund  qualifies as a regulated  investment  company under the Internal
Revenue Code, the portion of exempt-interest  dividends that represents interest
received by the Maryland  Fund 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 shareholder of the Maryland Fund.
    

Gain realized by the Maryland Fund 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  Fund are  attributable  to
sources other than those described in the preceding sentences,  such as interest
received  by the  Maryland  Fund 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  Fund  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  Fund to purchase or carry shares of the Maryland  Fund 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 Fund, at least 80% of the value of the net assets of
the Maryland Fund will be maintained in debt  obligations  which are exempt from
regular  federal  income tax and are exempt from Maryland state and local income
taxes.

                                       30

<PAGE>

The Maryland Fund 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 Massachusetts
Fund, assuming that the Municipal Fund gives the notices described at the end of
this  section,  holders  of  the  Massachusetts  Fund  who  are  subject  to the
Massachusetts  personal  income tax will not be subject to tax on  distributions
from the Massachusetts  Fund to the extent that these  distributions  qualify as
exempt-interest  dividends  of a  regulated  investment  company  under  Section
852(b)(5)  of the  Internal  Revenue  Code which are  directly  attributable  to
interest  on  obligations  issued  by the  Commonwealth  of  Massachusetts,  its
instrumentalities  or its political  subdivisions or by the government of Puerto
Rico or by its authority,  by the government of Guam or by its authority,  or by
the   government  of  the  Virgin   Islands  or  its  authority   (collectively,
"Massachusetts  Obligations").  Except to the extent  excluded as capital  gain,
distributions of income to Massachusetts  holders of the Massachusetts Fund 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 Fund.  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 Internal  Revenue Code
and which are  includable  in Federal  gross  income will be  includable  in the
Massachusetts income of a holder of the Massachusetts Fund as capital gain.
    

Massachusetts  Fund 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 Fund, the Municipal
Fund  will  maintain  at  least  80%  of the  value  of the  net  assets  of the
Massachusetts  Fund in debt  obligations  which are exempt from regular  federal
income tax and Massachusetts personal income tax.

The  Massachusetts  Fund 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 PLLC,  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. To the extent that 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.


                                       31

<PAGE>

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  Minnesota
Fund,  provided  that the  Minnesota  Fund  qualifies as a regulated  investment
company under the Internal  Revenue Code,  and subject to the  discussion in the
paragraph  below,  shareholders  of the  Minnesota  Fund  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  Fund
dividends  to the extent  that such  distributions  qualify  as  exempt-interest
dividends  of a regulated  investment  company  under  Section  852(b)(5) of the
Internal  Revenue  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  Fund.  If the 95% test is not met,  all  exempt-interest
dividends  that are paid by the Minnesota  Fund generally 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 Fund are
not derived from the Minnesota  Sources  described in the first sentence of this
paragraph,  such dividends  generally  will be subject to the regular  Minnesota
personal  income tax.  Other  distributions  of the  Minnesota  Fund,  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
Internal Revenue 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 generally
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  Fund,  including all of those that are
derived from the Minnesota Sources described above, generally will be subject to
the  Minnesota  alternative  minimum  tax,  in the case of  shareholders  of the
Minnesota Fund who are individuals, estates or trusts.
    

                                       32

<PAGE>

Subject  to  certain  limitations  that are set  forth in the  Minnesota  rules,
Minnesota  Fund  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 Fund who are individuals, estates, or trusts.

Minnesota  Fund  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
Fund  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  Fund, at least 80% of the value of the net assets
of the Minnesota  Fund 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
Fund will invest so that the 95% test described above is met.

The Minnesota Fund 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 Bryon Cave LLP,  Missouri  tax counsel to the  Missouri  Fund,
dividends  distributed to individual  shareholders  of the Missouri Fund 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 Internal  Revenue 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 Internal  Revenue Code,  distributable by the Missouri
Fund to individual  resident  shareholders  of the Missouri  Fund, to the extent
includable in federal adjusted gross income,  will be subject to Missouri income
taxation.  Shares in the  Missouri  Fund are not  subject to  Missouri  personal
property taxes.
    

Dividends  paid by the Missouri  Fund, if any, that do not qualify as tax exempt
dividends under Section 852 (b)(5) of the Internal  Revenue 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 Fund
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 Fund, at least 80% of the value of the net assets of
the Missouri Fund will be maintained in debt  obligations  which are exempt from
regular federal income tax and Missouri personal income tax.

The Missouri Fund 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 York State and City Taxes

   
In the opinion of Sullivan & Cromwell,  counsel to the Funds,  holders of shares
of the New York Fund 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
Fund dividends to the extent that such distributions qualify as
    

                                       33

<PAGE>

   
exempt-interest  dividends under Section  852(b)(5) of the Internal Revenue 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 Fund 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 Fund 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 Fund, the Municipal Fund will maintain at least 80%
of the value of the net  assets of the New York Fund in debt  obligations  which
are exempt from regular  federal income tax and New York State and City personal
income taxes.

The Fund 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.

Ohio Taxes

   
In the opinion of Squire, Sanders & Dempsey L.L.P., Ohio tax counsel to the Ohio
Fund,  holders of the Ohio Fund 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 Fund  ("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  Fund  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 Fund 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 Fund  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 Fund 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 Fund is not subject to the Ohio personal income tax or municipal income
or school  district  taxes in Ohio.  The Ohio Fund is not subject to corporation
franchise tax or the Ohio dealers in intangibles tax, provided that, if the Ohio
Fund  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 Fund,  the Municipal Fund will maintain at least 80% of
the  value of the net  assets  of the Ohio  Fund 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 Fund 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 Fund.

                                       34

<PAGE>

Oregon Taxes

   
In the opinion of Schwabe  Williamson  & Wyatt  P.C.,  Oregon tax counsel to the
Oregon Fund, under present law, individual  shareholders of the Oregon Fund will
not be subject to Oregon  personal income taxes on  distributions  received from
the  Oregon  Fund  to  the  extent  that  such   distributions  (1)  qualify  as
exempt-interest dividends under Section 852 (b)(5) of the Internal Revenue 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 Fund is exempt from Oregon  excise
tax on  corporations.  However,  shares of the  Oregon  Fund are not  subject to
Oregon property tax.

Except during  temporary  defensive  periods or when acceptable  investments are
unavailable  to the Oregon Fund,  at least 80% of the value of the net assets of
the Oregon Fund 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 Fund 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.

South Carolina Taxes

   
In the opinion of Sinkler & Boyd,  P.A., South Carolina tax counsel to the South
Carolina Fund,  shareholders of the South Carolina Fund who are subject to South
Carolina  individual or corporate income taxes will not be subject to such taxes
on South Carolina Fund  dividends to the extent that such  dividends  qualify as
either (1)  exempt-interest  dividends of a regulated  investment  company under
Section  852(b)(5) of the Internal Revenue 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 on obligations
of the United States and its  possessions  or on obligations of any authority or
commission  of the United  States,  the interest from which is exempt from state
income taxes under the laws of the United States (collectively,  "South Carolina
Obligations").  To  the  extent  that  South  Carolina  Fund  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  Fund,  at least 80% of the value of the net
assets of the South Carolina Fund will be maintained in debt  obligations  which
are exempt from regular federal income tax and South Carolina income tax.

The South  Carolina Fund 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 Fund may be taxable to investors under state and local law
even though all or a part of such  distributions  may be derived from  federally
tax-exempt  sources or from obligations  which, if received  directly,  would be
exempt from such income tax. In some states,  shareholders  of the National Fund
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 Fund 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.


                                       35

<PAGE>

Unless a shareholder includes a certified taxpayer identification number (social
security number for  individuals) on the account  application and certifies that
the shareholder is not subject to backup withholding,  the Funds are required to
withhold  and remit to the US  Treasury  a portion  of  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 $50 annually for each account for which a
certified taxpayer identification number is not provided. In the event that such
a fine is  imposed,  the 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.  The Funds also reserve the right to
close  any  account  which  does not have a  certified  taxpayer  identification
number.

                                  Underwriters

Distribution of Securities

   
Seligman  Municipal  Fund Series,  Inc.  and Seligman  Advisors are parties to a
Distributing  Agreement dated January 1, 1993 under which Seligman Advisors acts
as the  exclusive  agent  for  distribution  of shares  of the  Funds.  Seligman
Advisors  accepts  orders for the  purchase  of Fund  shares,  which are offered
continuously.  As general  distributor  of the Funds'  capital  stock,  Seligman
Advisors allows  reallowances to all dealers on sales of Class A shares,  as set
forth above under "Dealer  Reallowances."  Seligman Advisors retains the balance
of sales charges and any CDSCs paid by investors.

Total sales charges paid by  shareholders of Class A shares of the Funds for the
fiscal years ended  September  30, 1998,  1997,  and 1996 are shown below.  Also
shown are the amounts of Class A sales  charges  that were  retained by Seligman
Advisors:

                                                     1998
                                                     ----

                             Total Sales Charges Paid    Amount of Class A Sales
                                  by Shareholders          Charges Retained by
Fund                             on Class A Shares          Seligman Advisors
- ----                             -----------------          -----------------
National                               $86,018                     $10,617
Colorado                                43,452                       5,093
Georgia                                 59,294                       6,978
Louisiana                               57,466                       6,743
Maryland                                91,833                      10,969
Massachusetts                           74,981                       9,068
Michigan                               176,876                      21,176
Minnesota                              133,181                      16,223
Missouri                                60,625                       7,654
New York                                65,655                       7,561
Ohio                                   142,209                      17,244
Oregon                                 136,965                      15,346
South Carolina                         195,034                      23,670
    


                                       36
<PAGE>

                                                     1997
                                                     ----

   
                             Total Sales Charges Paid    Amount of Class A Sales
                                  by Shareholders         Charges Retained by
Fund                             on Class A Shares          Seligman Advisors
- ----                             -----------------          -----------------
National                              $ 69,538                    $ 8,749
Colorado                                41,233                      4,828
Georgia                                 64,812                      7,820
Louisiana                               56,078                      6,792
Maryland                                60,270                      7,366
Massachusetts                           84,784                     10,093
Michigan                               159,889                     18,739
Minnesota                               85,887                      9,979
Missouri                                40,582                      4,557
New York                                95,889                     11,532
Ohio                                   141,687                     16,992
Oregon                                  84,700                      9,740
South Carolina                         151,171                     17,715


                                                     1996
                                                     ----

                             Total Sales Charges Paid    Amount of Class A Sales
                                  by Shareholders          Charges Retained by
Fund                             on Class A Shares          Seligman Advisors
- ----                             -----------------          -----------------
National                              $135,664                      $15,618
Colorado                                57,503                        6,810
Georgia                                 93,430                       10,864
Louisiana                               96,977                       11,649
Maryland                                83,829                       10,368
Massachusetts                          107,245                       13,360
Michigan                               183,950                       21,956
Minnesota                              191,620                       22,738
Missouri                                69,466                        7,979
New York                                97,996                       11,497
Ohio                                   170,880                       20,073
Oregon                                 114,025                       13,323
South Carolina                         270,513                       32,649

Compensation

Seligman  Advisors,  which is an  affiliated  person  of  Seligman,  which is an
affiliated  person of the Funds,  received the following  commissions  and other
compensation  from the Funds  during  it's the fiscal year ended  September  30,
1998:

<TABLE>
<CAPTION>
                                                  Compensation on
                           Net Underwriting       Redemptions and
                             Discounts and          Repurchases
                              Commissions        (CDSC on Class A
                            (Class A Sales          and Class D            Brokerage             Other
   Fund                    Charge Retained)          Retained)            Commissions         Compensation
   ----                    ----------------          ---------            -----------         ------------
<S>                             <C>                    <C>                    <C>                 <C>
   National                     $10,617                $ 3,560                $0                  $0
   Colorado                       5,093                    219                 0                   0
   Georgia                        6,978                 26,175                 0                   0
   Louisiana                      6,743                      0                 0                   0
   Maryland                      10,969                    445                 0                   0
   Massachusetts                  9,068                    267                 0                   0
   Michigan                     $21,176                  $ 397                $0                  $0
</TABLE>
    


                                       37

<PAGE>

   
<TABLE>
<CAPTION>
                                                  Compensation on
                           Net Underwriting       Redemptions and
                             Discounts and          Repurchases
                              Commissions        (CDSC on Class A
                            (Class A Sales          and Class D            Brokerage             Other
   Fund                    Charge Retained)          Retained)            Commissions         Compensation
   ----                    ----------------          ---------            -----------         ------------
<S>                             <C>                    <C>                    <C>                 <C>
   Minnesota                     16,223                     47                 0                   0
   Missouri                       7,654                     35                 0                   0
   New York                       7,561                  1,310                 0                   0
   Ohio                          17,244                  1,259                 0                   0
   Oregon                        15,346                     40                 0                   0
   South Carolina                23,670                  2,648                 0                   0
</TABLE>
    

Other Payments

Seligman  Advisors shall pay  broker/dealers,  from its own resources,  a fee on
purchases of Class A shares of  $1,000,000  or more (NAV sales),  calculated  as
follows:  1.00% of NAV 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,"  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  purchases  made on  behalf  of any  other  fiduciary  or
individual account.

   
Seligman Advisors shall also pay broker/dealers,  from its own resources,  a fee
on assets of certain  investments in Class A shares of the Seligman mutual funds
participating  in an "eligible  employee  benefit plan" that are attributable to
the particular broker/dealer. The shares eligible for the fee are those on which
an initial sales charge was not paid because either the  participating  eligible
employee benefit plan has at least (1) $500,000  invested in the Seligman mutual
funds or (2) 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.
    

Seligman  Advisors 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 Seligman mutual funds.  Seligman  Advisors 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 registered  representatives who have sold or may
sell a  significant  amount of shares of the Fund and/or  certain  other  mutual
funds managed by Seligman 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 Seligman  Advisors of such promotional  activities and payments shall be
consistent  with the rules of the National  Association  of Securities  Dealers,
Inc., as then in effect.


                                       38

<PAGE>

                         Calculation of Performance Data

Class A

   
The  annualized  yield for the 30-day  period ended  September 30, 1998 for each
Fund's  Class A shares  was as  follows:  National  - 3.86%,  Colorado  - 3.80%,
Georgia - 3.69%,  Louisiana - 3.82%,  Maryland - 3.86%,  Massachusetts  - 3.72%,
Michigan - 3.76%,  Minnesota - 4.01%, Missouri - 3.74%, New York - 3.91%, Ohio -
3.83%,  Oregon - 3.73%,  and South Carolina - 3.82%.  The  annualized  yield was
computed by dividing a Fund's 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, 1998,  which was the last day of this period.  The average number of Class A
shares per Fund was:  National -  12,345,093,  Colorado -  5,976,398,  Georgia -
5,776,456,   Louisiana  -  6,616,889,   Maryland  -   6,600,859,   Massachusetts
- -13,276,652,   Michigan  -  16,362,624,   Minnesota  -  15,225,703,  Missouri  -
6,226,343,  New York - 9,889,969,  Ohio -  18,322,861,  Oregon - 7,159,525,  and
South  Carolina  -  12,644,590,  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.

The tax equivalent  annualized  yield for the 30-day period ended  September 30,
1998 for each Fund's Class A shares was as follows: National - 6.39%, Colorado -
6.62%, Georgia - 6.50%,  Louisiana 6.73%,  Maryland 6.72%,  Massachusetts 7.00%,
Michigan - 6.51%,  Minnesota  7.26%,  Missouri 6.59%,  New York - 6.95%,  Ohio -
6.80%,  Oregon 6.79%, and South Carolina - 6.80%. 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 -
42.5%4,  Massachusetts - 46.85%, Michigan - 42.26%, Minnesota - 44.73%, Missouri
- - 43.22%, New York - 43.74%, Ohio - 43.71%,  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 Funds
except the National  Fund)  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  assumed  maximum
federal income tax rate for individual  taxpayers).  These two calculations were
then  added to the  portion  of the  Class A  shares'  yield,  if any,  that was
attributable to securities the income of which was not tax- exempt.

The average annual total return for the one-year period ended September 30, 1998
for each  Fund's  Class A shares was as  follows:  National - 3.81%,  Colorado -
2.89%,  Georgia - 3.35%,  Louisiana - 2.98%,  Maryland - 2.72%,  Massachusetts -
4.56%, Michigan - 3.45%,  Minnesota - 2.54%, Missouri - 3.26%, New York - 4.83%,
Ohio - 3.59%,  Oregon - 3.36%,  and South  Carolina - 3.46%.  The average annual
total return for the five-year  period ended  September 30, 1998 for each Fund's
Class A shares was as  follows:  National - 4.55%,  Colorado - 4.03%,  Georgia -
4.76%,  Louisiana - 4.66%,  Maryland - 4.52%,  Massachusetts - 4.96%, Michigan -
4.80%,  Minnesota  - 4.19%,  Missouri - 4.48%,  New York - 5.18%,  Ohio - 4.57%,
Oregon - 4.70%,  and South Carolina - 4.75%. The average annual total return for
the ten-year  period ended September 30, 1998 for each Fund's Class A shares was
as follows:  National - 7.37%,  Colorado - 6.52%,  Georgia - 7.55%,  Louisiana -
7.17%, Maryland - 7.15%,  Massachusetts - 7.35%,  Michigan - 7.47%,  Minnesota -
6.64%,  Missouri - 7.13%,  New York - 7.73%,  Ohio - 7.22%,  Oregon - 7.17%, and
South  Carolina - 7.36%.  These returns were computed by assuming a hypothetical
initial payment of $1,000 in Class A shares of each Fund. 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 each Fund's
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 Fund, the entire amount was redeemed. The average annual
total return was then calculated by
    

                                       39

<PAGE>

   
determining  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).
    

Class D

   
The  annualized  yield for the 30-day  period ended  September 30, 1998 for each
Series'  Class D shares  was as  follows:  National  - 3.16%,  Colorado - 3.09%,
Georgia - 2.99%,  Louisiana - 3.11%,  Maryland - 3.15%,  Massachusetts  - 3.02%,
Michigan - 3.06%,  Minnesota - 3.33%, Missouri - 3.04%, New York - 3.23%, Ohio -
3.14%,  Oregon - 3.02%,  and South Carolina - 3.12%.  The  annualized  yield was
computed  as for Class A shares by dividing a Fund's 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, 1998 which was the last day of this
period. The average number of Class D shares were: National - 879,234,  Colorado
- -  45,005,  Georgia  -  333,545,   Louisiana  -  98,330,   Maryland  -  374,876,
Massachusetts  - 172,695,  Michigan - 202,890,  Minnesota - 274,979,  Missouri -
51,945, New York - 244,975, Ohio - 129,309, Oregon - 321,651, and South Carolina
- - 625,506,  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.

The tax equivalent  annualized  yield for the 30-day period ended  September 30,
1998 for each Fund's Class D shares was as follows: National - 5.23%, Colorado -
5.39%,  Georgia - 5.27%,  Louisiana - 5.48%,  Maryland - 5.48%,  Massachusetts -
5.68%, Michigan - 5.30%,  Minnesota - 6.02%, Missouri - 5.35%, New York - 5.74%,
Ohio - 5.58%,  Oregon - 5.49%,  and South  Carolina - 5.55%.  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, 1998
for each  Fund's  Class D shares was as  follows:  National - 6.76%,  Colorado -
5.90%,  Georgia - 6.59%,  Louisiana - 6.11%,  Maryland - 5.91%,  Massachusetts -
7.68%, Michigan - 6.66%,  Minnesota - 5.71%, Missouri - 6.45%, New York - 7.88%,
Ohio - 6.78%,  Oregon - 6.37%,  and South  Carolina - 6.68%.  The average annual
total return for the period since inception  through September 30, 1998 for each
Fund's  Class D shares  was as  follows:  National  - 4.57%,  Colorado  - 3.89%,
Georgia - 4.90%,  Louisiana - 4.61%,  Maryland - 4.59%,  Massachusetts  - 5.00%,
Michigan - 4.76 %, Minnesota - 4.01%, Missouri - 4.50%, New York - 5.24%, Ohio -
4.67%,  Oregon - 4.72%, and South Carolina - 4.76%.  These returns were computed
by assuming a hypothetical  initial  payment of $1,000 in Class D shares of each
Fund and that all of the  dividends  and  distributions  by each Fund's  Class D
shares over the relevant time period were  reinvested.  It was then assumed that
at the end of the one-year  period and the period since  inception of each Fund,
the entire amount was redeemed, subtracting the 1% CDSC, if applicable.

The tables below illustrate the total returns on a $1,000  investment in each of
the Fund's Class A and Class D shares for the ten years ended September 30, 1998
or from a Class's inception through September 30, 1998,  assuming  investment of
all dividends and capital gain distributions. The results shown below should not
be considered a representation of the dividend income or gain or loss in capital
value which may be realized  from an  investment  made in a class of shares of a
Fund today.
    


                                       40

<PAGE>

                                     Class A
<TABLE>
<CAPTION>
       Fund/              Value of          Value of                         Total Value
        Year              Initial         Capital Gain       Value of             Of              Total
      Ended(1)         Investment(2)     Distributions       Dividends      Investment(2)     Return(1)(3)
      --------         -------------     -------------       ---------      -------------     ------------
<S>                         <C>                 <C>              <C>            <C>                 <C>
      National
      9/30/89               $ 964               $ 3              $68            $1,035
      9/30/90                 927                15              135             1,077
      9/30/91                 985                27              218             1,230
      9/30/92               1,006                32              301             1,339
      9/30/93               1,088                58              408             1,554
      9/30/94                 896               127              409             1,432
      9/30/95                 945               134              517             1,596
      9/30/96                 960               137              611             1,708
      9/30/97                 999               142              727             1,868
   
      9/30/98               1,037               148              851             2,036              103.63%
    



      Colorado
      9/30/89               $ 979              $---              $66            $1,045
      9/30/90                 958               ---              133             1,091
      9/30/91               1,002               ---              211             1,213
      9/30/92               1,019               ---              288             1,307
      9/30/93               1,076                14              380             1,470
      9/30/94                 983                27              417             1,427
      9/30/95               1,013                28              509             1,550
      9/30/96               1,008                28              587             1,623
      9/30/97               1,030                28              684             1,742
   
      9/30/98               1,059                29              793             1,881               88.14%
    

      Georgia
      9/30/89               $ 982               $ 1              $67            $1,050
      9/30/90                 965                 3              136             1,104
      9/30/91               1,025                 5              221             1,251
      9/30/92               1,056                10              306             1,372
      9/30/93               1,133                19              411             1,563
      9/30/94               1,005                32              440             1,477
      9/30/95               1,050                56              543             1,649
      9/30/96               1,058                68              631             1,757
      9/30/97               1,091                77              741             1,909
   
      9/30/98               1,126                87              857             2,070              107.02%
    

     Louisiana
      9/30/89               $ 963               $ 7              $68            $1,038
      9/30/90                 941                15              136             1,092
      9/30/91               1,000                19              221             1,240
      9/30/92               1,025                25              303             1,353
      9/30/93               1,075                44              398             1,517
      9/30/94                 971                53              435             1,459
      9/30/95                 996                83              530             1,609
      9/30/96                 997                96              617             1,710
      9/30/97               1,012               120              718             1,850
   
      9/30/98               1,041               127              832             2,000               99.95%
    
</TABLE>

                                       41

<PAGE>

<TABLE>
<CAPTION>
       Fund/              Value of          Value of                         Total Value
        Year              Initial         Capital Gain       Value of             Of              Total
      Ended(1)         Investment(2)     Distributions       Dividends      Investment(2)     Return(1)(3)
      --------         -------------     -------------       ---------      -------------     ------------
<S>                         <C>                 <C>              <C>            <C>                 <C>
      Maryland
      9/30/89               $ 978             $ ---              $64            $1,042
      9/30/90                 960               ---              129             1,089
      9/30/91               1,023               ---              210             1,233
      9/30/92               1,050                 5              291             1,346
      9/30/93               1,113                24              387             1,524
      9/30/94                 994                50              418             1,462
      9/30/95               1,026                80              515             1,621
      9/30/96               1,029                87              602             1,718
      9/30/97               1,049                98              703             1,850
   
      9/30/98               1,072               111              812             1,995               99.55%
    

   Massachusetts
      9/30/89               $ 955               $ 7              $68            $1,030
      9/30/90                 907                17              132             1,056
      9/30/91                 982                21              220             1,223
      9/30/92               1,008                28              307             1,343
      9/30/93               1,068                43              409             1,520
      9/30/94                 957                73              445             1,475
      9/30/95                 988                82              546             1,616
      9/30/96                 982               103              628             1,713
      9/30/97                 999               122              731             1,852
   
      9/30/98               1,034               149              850             2,033              103.28%
    

      Michigan
      9/30/89               $ 976                $3              $67            $1,046
      9/30/90                 946                15              133             1,094
      9/30/91               1,005                18              217             1,240
      9/30/92               1,041                26              304             1,371
      9/30/93               1,089                60              400             1,549
      9/30/94                 993                69              442             1,504
      9/30/95               1,024                80              543             1,647
      9/30/96               1,014               107              628             1,749
      9/30/97               1,031               128              733             1,892
   
      9/30/98               1,059               148              848             2,055              105.48%
    

     Minnesota
      9/30/89               $ 962                $3              $66            $1,031
      9/30/90                 948                11              132             1,091
      9/30/91                 989                12              211             1,212
      9/30/92                 998                14              293             1,305
      9/30/93               1,048                36              392             1,476
      9/30/94                 977                54              447             1,478
      9/30/95                 990                57              543             1,590
      9/30/96                 972                60              621             1,653
      9/30/97                 986                61              719             1,766
   
      9/30/98               1,010                65              827             1,902               90.22%
    
</TABLE>


                                       42

<PAGE>

<TABLE>
<CAPTION>
       Fund/              Value of          Value of                         Total Value
        Year              Initial         Capital Gain       Value of             Of              Total
      Ended(1)         Investment(2)     Distributions       Dividends      Investment(2)     Return(1)(3)
      --------         -------------     -------------       ---------      -------------     ------------
<S>                         <C>                 <C>              <C>            <C>                 <C>
      Missouri
      9/30/89               $ 977              $---              $65            $1,042
      9/30/90                 969               ---              130             1,099
      9/30/91               1,037               ---              212             1,249
      9/30/92               1,047                11              289             1,347
      9/30/93               1,115                22              387             1,524
      9/30/94                 994                38              418             1,450
      9/30/95               1,033                55              517             1,605
      9/30/96               1,036                70              600             1,706
      9/30/97               1,050                90              697             1,837
   
      9/30/98               1,078               109              805             1,992               99.15%
    

      New York
      9/30/89               $ 970               $ 3              $68            $1,041
      9/30/90                 930                10              134             1,074
      9/30/91                 999                10              222             1,231
      9/30/92               1,023                22              307             1,352
      9/30/93               1,101                45              412             1,558
      9/30/94                 965                72              437             1,474
      9/30/95                 989               111              535             1,635
      9/30/96               1,004               113              632             1,749
      9/30/97               1,042               122              751             1,915
   
      9/30/98               1,082               147              877             2,106              110.61%
    

        Ohio
      9/30/89                $964               $ 2              $69            $1,035
      9/30/90                 942                15              137             1,094
      9/30/91                 996                18              222             1,236
      9/30/92               1,023                25              307             1,355
      9/30/93               1,084                38              407             1,529
      9/30/94                 977                62              443             1,482
      9/30/95               1,003                79              542             1,624
      9/30/96               1,000                87              629             1,716
      9/30/97               1,012               103              730             1,845
   
      9/30/98               1,034               131              842             2,007              100.73%
    

       Oregon
      9/30/89               $ 983              $---              $64            $1,047
      9/30/90                 971               ---              129             1,100
      9/30/91               1,034               ---              211             1,245
      9/30/92               1,060               ---              289             1,349
      9/30/93               1,127               ---              387             1,514
      9/30/94               1,036                11              431             1,478
      9/30/95               1,068                16              528             1,612
      9/30/96               1,067                17              613             1,697
      9/30/97               1,098                27              718             1,843
   
      9/30/98               1,123                52              824             1,999               99.91%
    
</TABLE>


                                       43

<PAGE>

<TABLE>
<CAPTION>
       Fund/              Value of          Value of                         Total Value
        Year              Initial         Capital Gain       Value of             Of              Total
      Ended(1)         Investment(2)     Distributions       Dividends      Investment(2)     Return(1)(3)
      --------         -------------     -------------       ---------      -------------     ------------
<S>                         <C>                 <C>              <C>            <C>                 <C>
   South Carolina
      9/30/89               $ 975               $ 1              $66            $1,042
      9/30/90                 956                 1              132             1,089
      9/30/91               1,019                 7              215             1,241
      9/30/92               1,057                10              299             1,366
      9/30/93               1,126                14              397             1,537
      9/30/94               1,006                33              427             1,466
      9/30/95               1,052                38              532             1,622
      9/30/96               1,066                42              625             1,733
      9/30/97               1,078                69              724             1,871
   
      9/30/98               1,107                89              837             2,033              103.34%
    
</TABLE>


                                     Class D

<TABLE>
<CAPTION>
       Fund/              Value of          Value of                         Total Value
        Year              Initial         Capital Gain       Value of             Of              Total
      Ended(1)         Investment(2)     Distributions       Dividends      Investment(2)     Return(1)(3)
      --------         -------------     -------------       ---------      -------------     ------------
<S>                         <C>                 <C>              <C>            <C>                 <C>
      National
      9/30/94               $ 875              $---             $ 25             $ 900
      9/30/95                 923               ---               69               992
      9/30/96                 939               ---              114             1,053
      9/30/97                 978               ---              165             1,143
   
      9/30/98               1,013               ---              218             1,231              23.15%
    

      Colorado
      9/30/94               $ 919              $---              $24             $ 943
      9/30/95                 944               ---               67             1,011
      9/30/96                 942               ---              109             1,051
      9/30/97                 961               ---              157             1,118
   
      9/30/98                 988               ---              207             1,195              19.49%
    

      Georgia
      9/30/94               $ 899              $---              $25             $ 924
      9/30/95                 938                15               69             1,022
      9/30/96                 945                22              112             1,079
      9/30/97                 976                26              160             1,162
   
      9/30/98               1,008                32              210             1,250              25.01%
    

     Louisiana
      9/30/94                $909              $---              $26             $ 935
      9/30/95                 933                18               70             1,021
      9/30/96                 935                30              111             1,076
      9/30/97                 947                45              160             1,152
   
      9/30/98                 974                48              212             1,234              23.41%
    

      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
   
      9/30/98                 984                37              212             1,233              23.30%
    
</TABLE>


                                       44

<PAGE>

<TABLE>
<CAPTION>
       Fund/              Value of          Value of                         Total Value
        Year              Initial         Capital Gain       Value of             Of              Total
      Ended(1)         Investment(2)     Distributions       Dividends      Investment(2)     Return(1)(3)
      --------         -------------     -------------       ---------      -------------     ------------
<S>                         <C>                 <C>              <C>            <C>                 <C>
   Massachusetts
      9/30/94                $920              $---              $27             $ 947
      9/30/95                 948                 4               73             1,025
      9/30/96                 942                18              117             1,077
      9/30/97                 959                29              167             1,155
   
      9/30/98                 991                45              219             1,255              25.55%
    

      Michigan
      9/30/94                $919              $---              $26             $ 945
      9/30/95                 947                 9               68             1,024
      9/30/96                 937                26              113             1,076
      9/30/97                 954                38              162             1,154
   
      9/30/98                 979                49              214             1,242              24.23%
    

     Minnesota
      9/30/94                $940              $---              $29             $ 969
      9/30/95                 952                 2               78             1,032
      9/30/96                 934                 4              125             1,063
      9/30/97                 948                 4              174             1,126
   
      9/30/98                 970                 6              225             1,201              20.15%
    

      Missouri
      9/30/94                $903              $---              $25             $ 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
   
      9/30/98                 980                42              206             1,228              22.78%
    

      New York
      9/30/94                $897              $---              $26             $ 923
      9/30/95                 921                23               70             1,014
      9/30/96                 933                24              116             1,073
      9/30/97                 970                28              168             1,166
   
      9/30/98               1,006                41              222             1,269              26.91%
    

        Ohio
      9/30/94                $920              $---              $26             $ 946
      9/30/95                 946                10               72             1,028
      9/30/96                 944                15              118             1,077
      9/30/97                 956                24              168             1,148
   
      9/30/98                 977                40              220             1,237              23.73%
    

       Oregon
      9/30/94                $926              $---              $26             $ 952
      9/30/95                 953                 3               71             1,027
      9/30/96                 952                 4              116             1,072
      9/30/97                 981                10              164             1,155
   
      9/30/98               1,002                25              213             1,240              24.02%
    
</TABLE>


                                       45

<PAGE>

<TABLE>
<CAPTION>
       Fund/              Value of          Value of                         Total Value
        Year              Initial         Capital Gain       Value of             Of              Total
      Ended(1)         Investment(2)     Distributions       Dividends      Investment(2)     Return(1)(3)
      --------         -------------     -------------       ---------      -------------     ------------
<S>                         <C>                 <C>              <C>            <C>                 <C>
   South Carolina
      9/30/94                $904              $---              $25             $ 929
      9/30/95                 946                 2               70             1,018
      9/30/96                 957                 4              115             1,076
      9/30/97                 969                21              163             1,153
   
      9/30/98                 995                33              214             1,242              24.20%
    
</TABLE>

(1)  For the ten-year  period ended  September 30, 1998 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 of the maximum  sales charge and CDSC, 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 CDSC, if applicable,  and assumes investment of all dividends
     and capital gain distributions.
    

(3)  Total  return  for  each  Class  of a Fund  is  calculated  by  assuming  a
     hypothetical  initial  investment  of $1,000 at the beginning of the period
     specified,  subtracting  the  maximum  sales load or CDSC,  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.

Seligman  waived its fees and  reimbursed  certain  expenses  during some of the
periods above, which positively affected the performance results presented.

   
A Fund's  total  returns and  average  annual  total  returns for Class A shares
quoted  above do not reflect the  deduction  of 12b-1 fees for periods  prior to
January 1, 1993,  because the 12b-1 Plan was  implemented on that date. If these
fees were reflected, the performance results presented would have been lower.
    

                              Financial Statements

   
The Annual Report to  Shareholders  for the fiscal year ended September 30, 1998
contains a schedule of the investments of each Fund as of September 30, 1998, as
well as certain  other  financial  information  as of that date.  The  financial
statements  and  notes  included  in the  Annual  Report,  and  the  Independent
Auditors'  Report  thereon,  are  incorporated  herein by reference.  The Annual
Report will be furnished,  without  charge,  to investors who request  copies of
this SAI.
    

                               General Information

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 Seligman  Municipal Fund Series 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 Funds. It also maintains,  under the
general  supervision of Seligman,  the accounting records and determines the net
asset value for the Funds.

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

                                       46

<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


                                       47

<PAGE>

for refinancing.  Loans bearing the designation MIG 2 are of high quality,  with
margins of protection  ample  although not so large as in the  preceding  group.
Loans bearing the designation MIG 3 are of favorable quality,  with all security
elements  accounted  for but lacking the  undeniable  strength of the  preceding
grades.  Market access for refinancing in particular,  is likely to be less well
established.  Notes bearing the  designation  MIG 4 are judged to be of adequate
quality,  carrying  specific  risk but having  protection  commonly  regarded as
required  of  an  investment   security  and  not  distinctly  or  predominantly
speculative.

Commercial Paper

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

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

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

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

Standard & Poor's Corporation ("S&P")
Municipal Bonds

   
     AAA: Municipal bonds rated AAA are the 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 

                                       48

<PAGE>

base a rating or that S&P does not rate a particular type of bond as a matter of
policy.

Municipal Notes

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

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

Commercial Paper

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

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

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

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

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

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

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

     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.


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<PAGE>

                                   Appendix B

                        RISK FACTORS AFFECTING THE FUNDS

   
Risk Factors Affecting the Colorado Fund

     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 state agencies and other  instrumentalities  of the state
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.

     The state  constitution does allow local governments and other subdivisions
of the state to issue general obligation debt,  subject to certain  requirements
in the  constitution  as well as debt  limits  imposed by  statute.  As of 1995,
Colorado  contained  more  than  1,900  units  of  local  government,  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 incur  indebtedness and levy taxes.  Also as of 1995, public debt in Colorado
totaled  approximately  $16.9  billion,  up 33% from 1990. Of that total,  local
government  debt  accounted  for $14.1  billion.  (Report of the State  Auditor:
Government Debt in Colorado, Special Study Fiscal Years 1994 through 1995.)

     The major sources of revenue for repayment of public  indebtedness  are the
ad valorem property tax, sales tax and use and consumption  fees. The ad valorem
property  tax is  presently  imposed and  collected  solely at the local  level,
although  the state also has  authority to do so.  Total  revenue from  property
taxes in Colorado in 1997 was $3.03  billion,  an increase from $2.78 billion in
1996. The total assessed value of all taxable  property,  real and personal,  in
the  state  in 1997  was  $38.54  billion,  an  increase  of  14.7%  over  1996.
(Department of Local Affairs, 27th Annual Report to the Governor and the General
Assembly)  With two  exceptions,  property in Colorado is assessed at 29% of its
actual value. Residential real property was assessed at 9.74% of actual value in
1997,  although  this  rate  varies  according  to a  formula  specified  in the
constitution.  Producing  mines and oil and gas properties are assessed at 87.5%
of  primary  recovery  and 75% of  secondary  recovery.  The state  constitution
imposes limits on the mill levy of taxes for state purposes.

     Colorado has two other,  especially significant  constitutional  provisions
affecting government finance. One is a balanced-budget  requirement.  The second
is known as Amendment 1 or as the Taxpayer's Bill of Rights  ("TABOR"),  adopted
by Colorado  voters in 1992.  TABOR  imposes  strict  limitations  on government
revenue, debt, and spending. 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.  TABOR provides that,
without  voter  approval,  state and local  government  revenue may grow only to
account for  inflation and increases in  population.  TABOR also requires  voter
approval  prior to the  creation of any  multiple-fiscal  year debt or financial
obligations  without  present cash  reserves  pledged  irrevocably  and held for
payments in all future fiscal years. Its provisions generally apply to the state
and  any  local  government  but  not  to  "enterprises".  An  enterprise  is  a
government-owned  business  authorized  to  issue  its  own  revenue  bonds  and
receiving  under 10% of its annual revenue in grants from all Colorado state and
local governments combined.

     State  revenues  exceeded the TABOR limit for the first time in fiscal year
1996-97.  The revenue  limit was $6.509  billion.  Excess  revenue  totaled $139
million, which TABOR requires to be refunded to taxpayers. The state legislature
voted to refund the excess by way of a credit against income taxes due for 1997.
For fiscal year 1997-98,  the revenue  limit grew (because of population  growth
and  inflation) to $6.872  billion,  but state revenues again exceeded the TABOR
limit,  this time by $563  million.  (Report of the State  Auditor:  Schedule of
TABOR  Revenue  September  1998)  Taxpayers  will receive the refund by way of a
credit against income taxes due for 1998. In the November 1998 general election,
Colorado  voters rejected a ballot proposal that would have allowed the state to
retain $200 million of excess  
    

                                       50

<PAGE>

   
revenue in fiscal year  1997-98 and in each of the next four fiscal  years to be
used for transportation and school construction.

     Both the Colorado  Legislative Council (Focus Colorado:  Economic & Revenue
Forecast  1998-2004,  September  1998)  and the  Office  of State  Planning  and
Budgeting  (Colorado  Economic  Perspective,  December 20, 1998)  predict  state
revenues  will  exceed  the  TABOR  limits  into the  foreseeable  future.  Both
organizations  predict that population growth and inflation will cause the limit
on state  revenues to grow by more than 4% in each of the next six fiscal  years
but that actual state  revenues will continue to exceed the limit by hundreds of
millions  of dollars  each  year.  The Office of State  Planning  and  Budgeting
predicts  excess revenue of $655.3 million in fiscal year 1998-99,  with gradual
decreases in excess revenue each year through 2003. That office predicts a total
of $2.96 billion in excess revenue from fiscal year 1998-99 through 2003-04. The
Colorado  Legislative  Council  predicts  revenue will exceed the TABOR limit by
$533.2  million in fiscal year 1998-99,  with excess  revenue  greater than $500
million  each fiscal year  through  2003-04.  The  Council  predicts  that state
revenue  will exceed the  spending  limit by a total of $3.3 billion from fiscal
year 1998-99 through 2003-04. Unless voters approve retention of any such funds,
all such funds would have to be refunded to taxpayers.

     In addition to normal sources of revenue,  the state government  expects to
receive  $2.69  billion over the next 25 years from the  settlement of a lawsuit
against  several  tobacco  companies.  An initial  payment  of $32.9  million is
anticipated  in 1999 or 2000.  (Press  Release  by  Attorney  General's  office,
11/17/98) There is disagreement whether these funds will be subject to the TABOR
revenue limits.

     The factors outlined below are generally indicative of the current economic
status of Colorado.  Statistics  and forecasts  cited here are compiled from the
following  economic reports prepared by government and private sector economists
and other  reports  as noted:  Office of State  Budget  and  Planning,  Colorado
Economic  Perspective,  June  20  and  December  20,  1998  ("Colorado  Economic
Perspective");  Colorado Legislative Council, Focus Colorado: Economic & Revenue
Forecast,  1998-2004,  September 1998 ("Focus Colorado"); Dr. Tucker Hart Adams,
US Bank 1999 Economic  Forecast ("US Bank");  Colorado Business Economic Outlook
Forum 1999  ("Colorado  Outlook").  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 Fund or the ability of the respective  obligors to pay the debt service
on such obligations.

     Colorado's  population  topped  4  million  in  1998.  Colorado  economists
forecast the rate of population  growth will remain  consistent  through 1999 at
between 1.8-2.2% per year,  fueled by economists  predictions that net migration
into  Colorado  will  continue   through  1999  at  the  rate  of  approximately
45,000-55,000 people per year.

     Economists  expect  growth  in  non-agricultural   employment  to  slow  in
Colorado.  Job growth in 1997 was 4.0%.  Estimates for 1998 range from 3.5-3.9%,
and  forecasts  for 1999  predict job growth of between  2.3-2.8%.  According to
Colorado  Outlook,  the  construction and services sectors will have the highest
growth rate in 1999,  with all job sectors  except oil,  gas and mining  showing
some growth. The unemployment rate for 1998 was estimated between 3.1-3.5%. That
rate is expected to increase in 1999,  with  predictions  of  3.7-3.8%.  US Bank
forecasts that the labor shortage faced by many Colorado companies will continue
into 1999.

     An increase for personal income in 1998 is estimated by Colorado economists
in the range of  6.7-7.6%.  The forecast for 1999 is for an increase in personal
income in the range of 6.0-7.4%. In 1998, the Denver-Boulder metropolitan area's
inflation rate,  projected to be 2.5-3.0% again outpaced nationwide inflation of
1.6-1.7%.  Colorado economists  forecast the Denver-Boulder  metropolitan area's
inflation  rate for 1999 at between  2.9-3.3%,  as compared to an inflation rate
forecast of between  2.4-2.6%  for the  nation.  Retail  sales in Colorado  rose
between 6.0-7.5% in 1998, according to estimates,  as compared to an increase of
5.6-6.8% in 1997. Projections by Colorado economists are for retail sales growth
in 1999 of between 5.8-6.4%.

     Colorado's  construction industry showed strong growth in the early 1990's,
but that growth has slowed and,  according to US Bank,  may experience a "modest
recession"  in 1999.  Growth in  housing  
    

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<PAGE>

   
permits  slowed to  1.0-1.2% in 1997.  Residential  construction  showed  strong
growth in 1998 of 8.6-13.8%,  according to estimates.  For 1999,  all but one of
the reports  reviewed  predict a  significant  decrease in the number of housing
permits, dropping 9.6-10.6% from 1998 numbers.  Non-residential construction may
also be slowing from the boom of the mid-1990's.  Growth in this sector has been
slowing  since  1996,  when local  economists  say the value of  non-residential
building  contracts  rose over the  previous  year by as much as 34%.  For 1998,
Colorado economists agree that non-residential construction fell, with estimates
of the decline  varying  from  11.5-35.6%.  The outlook for 1999 is mixed,  with
predictions  ranging from a continued  slide of 12.0% to strong  growth of up to
12.0%.  The Focus Colorado report states that the  non-residential  construction
sector is the only  weakness  in the  state's  economy.  In  contrast,  Colorado
Outlook predicts that residential  construction will maintain  approximately the
same level of activity in 1999 as in 1998 and that non-residential  construction
should grow by 12.0% in 1999.  This report states that large  projects,  such as
the Pepsi Center sports facility and school  construction  will fuel the growth.
Another large project  slated to get underway in 1999 is the  construction  of a
new football  stadium for the Denver Broncos financed by the team and by a sales
tax.

     Colorado economists concur that the state's economic expansion of the early
1990's is decelerating and that  approaching the turn of the century,  the state
will experience much more modest growth. Additionally,  the economists point out
that the troubles in the world economy,  especially  Asia, have the potential to
dramatically  affect  Colorado's  economy.  According to the  Colorado  Economic
Perspective  report,  Colorado  exports totaled $5.6 billion in 1997, up 5% over
1996. That report also notes that Japan is Colorado's  largest trading  partner,
exports to which  dropped by 6% in 1997.  Colorado is  sensitive to the national
and  international  business  cycles,  and the  state's  economy may be far less
healthy than forecast to the extent it is affected by those external pressures.

Risk Factors Affecting the Georgia Fund
    

     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  5.05% of fiscal year 1998  estimated
receipts.
    

     The Georgia  Constitution  also  permits the State to incur  public debt to
supply a temporary deficit in the state treasury in any fiscal year created by a
delay in collecting  the taxes of that year.  Such debt must not exceed,  in the
aggregate, 5% of the total revenue receipts, less refunds, of the state treasury
in the  fiscal  year  immediately  preceding  the  year in  which  such  debt is
incurred.  The debt  incurred  must be repaid  on or before  the last day of the
fiscal  year in which it is to be  incurred  out of the  taxes  levied  for that
fiscal  year.  No such debt may be  incurred in any fiscal year if there is then
outstanding  unpaid debt from any  previous  fiscal  year which was  incurred to
supply a temporary  deficit in the state  treasury.  No such short-term debt has
been incurred  under this  provision  since the inception of the  constitutional

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<PAGE>

authority referred to in this paragraph.

   
     The  obligations  held from  time-to-time  in the Georgia Fund 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 1998" refers to the year ended June 30, 1998.

     Based on data  issued by the State of  Georgia  for the  fiscal  year 1998,
income tax  receipts  and sales tax  receipts  of the State for fiscal year 1998
comprised approximately 48.9% and 32.1%, respectively of the State tax receipts.
Further,  such data shows that total  State  Treasury  Receipts  for fiscal 1998
($12,478,602,944)  increased  by  approximately  4.8% over such  State  Treasury
Receipts in fiscal 1997. As of December 1998,  the State  estimates Tax Receipts
for 1999 at $12,671,603,880.

     The average  annual  unemployment  rate of the civilian  labor force in the
State for June 1998 was 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 Fund, 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  Fund 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.

   
Risk Factors Affecting the Louisiana Fund

     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 Fund 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  

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<PAGE>

obligations  secured  by the full faith and credit of the State if the amount of
authorized but unissued debt plus the amount of  outstanding  debt exceeds twice
the average  annual  revenues of the Bond Security and  Redemption  Fund for the
last  three  fiscal  years  completed  prior to such  authorization.  This  debt
limitation  is not  applicable  to or shall not  include  the  authorization  of
refunding bonds secured by the full faith and credit of the State, to authorized
or  outstanding  bond  anticipation   notes,  or  to  the  issuance  of  revenue
anticipation  notes. Bond  anticipation  notes are issued in anticipation of the
sale of duly authorized  bonds or to fund capital  improvements.  The State Bond
Commission may not issue general  obligation bonds or other general  obligations
secured by the full  faith and credit of the State at any time when the  highest
annual debt service  requirement for the current or any subsequent  fiscal years
for such debt,  including  the debt  service on such bonds or other  obligations
then  proposed  to be sold by the  State  Bond  Commission,  exceeds  10% of the
average annual  revenues of the Bond Security and  Redemption  Fund for the last
three fiscal years completed prior to such issuance. This debt limitation is not
applicable  to the  issuance or sale by the State Bond  Commission  of refunding
bonds  secured by the full faith and credit of the State of Louisiana or to bond
anticipation notes.

     A new limitation on State  borrowing has been  established as a result of a
constitutional amendment passed by the voters of Louisiana in October 1993. As a
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 a small surplus for the
1997-98 fiscal year. This would be the sixth consecutive year of budget surplus.

     A statewide referendum on the legality of video poker,  riverboat gambling,
and land based gaming resulted in a continuation of all three forms of gaming as
well as three Indian casinos and off track  racehorse  betting  parlors near the
major urban areas of Louisiana (Shreveport, Lake Charles, Baton Rouge, Lafayette
and New Orleans). The Harrah's Casino in New Orleans has emerged from Chapter 11
bankruptcy.  It is now current on the  required  $100 million tax payment to the
State  of  Louisiana,  lease  obligations  to the  City of New  Orleans  and has
restarted  construction  of the New  Orleans  gaming  facility.  The  casino  is
expected  to be open for  operation  by  November  of 1999 with an  annual  $100
billion tax obligation to the State of Louisiana.
    

     The continuation of general fund surpluses does not assure the revenues for
bonds  not  entitled  to the 


                                       54
<PAGE>

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 21,000 jobs from October 1997 to October 1998.  The 1.13%
rate of job growth caused a decrease in the statewide  unemployment rate to 5.0%
from 5.7% in October 1997.  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 penny temporary sales taxes  originally  enacted in 1986,  however this tax
can be reinstated  by a vote of the  legislature.  The recent  reductions in oil
prices have begun to cause  administrative  job  reductions  in  integrated  oil
production  firms.   These  layoffs  have  not  yet  spread  to  production  and
construction firms in the oil services  industry,  however a continuation of oil
prices below $14 per barrel could result in further job reductions.

     As of  December  1998 there are still  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 industry expansion.
Labor has been drawn to Louisiana from other states and  internationally  during
1998 but this trend of increased net immigration could change during 1999.

Risk Factors Affecting the Maryland Fund

     Some  of  the  significant   financial   considerations   relating  to  the
investments  of the Maryland Fund are  summarized  below.  This  information  is
derived principally from official statements released on or before July 8, 1998,
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, 1995,
June 30, 1996 and June 30,  1997 were  $13.528  billion,  $14.169  billion,  and
$14.787 billion,  respectively.  As of July 8, 1998, it was estimated that total
expenditures for fiscal year 1998 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 an
unreserved surplus of $133 million in fiscal year 1995, an unreserved surplus of
$13.1 million in fiscal year 1996 and an unreserved surplus of $207.2 million in
fiscal year 1997. As of July 8, 1998, the unreserved surplus in fiscal year 1998
was estimated to be $317.2 million.  The State Constitution  mandates a balanced
budget.

     In April 1998,  the General  Assembly  approved  the $16.612  billion  1999
fiscal year budget (the "1999 Budget"). The 1999 Budget includes $3.3 billion in
aid to local  governments  (reflecting a $169 million increase over fiscal 1998)
and incorporates the first full year of five-year phase-in of a 10% reduction in
personal  income taxes  estimated  to reduce  revenues by $300 million in fiscal
year 1999.  Based on the 1999 Budget,  as of July 1998, the State estimated that
the  general  fund  surplus  on a  budgetary  basis  at June  30,  1999  will be
approximately  $14.5 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 1998, the State  estimated
that the balance in the Revenue  Stabilization  Account  would be  approximately
$634 million at June 30, 1999.
    


                                       55
<PAGE>

     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" 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.  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.

   
Risk Factors Affecting the Massachusetts Fund
    

     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 by the  Commonwealth  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  $19.002  billion and total  revenues  and other  sources
totaled approximately $19.223 billion. The budgeted operating funds ended fiscal
1997 with an excess of revenues and other  sources over  expenditures  and other
uses of $221 million,  and with positive fund balances of  approximately  $1.394
billion. Total expenditures and other uses for fiscal 1998 totaled approximately
$20.607  billion and total  revenues  and other  sources  totaled  approximately
$21.405 billion.  The budgeted  operating funds ended fiscal 1998 with an excess
of revenues and other sources over  expenditures and other uses of $798 million,
and with positive fund balances of approximately $2.192 billion.

     The fiscal  1999  budget is based on  estimated  total  revenues  and other
sources of approximately $20.580 billion.  Total expenditures and other uses for
fiscal 1999 are currently estimated at 
    


                                       56
<PAGE>

   
approximately  $19.904  billion.  The fiscal 1999 budget  proposes that the $676
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  1999,  to produce  estimated  ending  fund  balances  for fiscal 1999 of
approximately  $1.517  billion.  The fiscal 1999  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
each fiscal  year form 1993  through  1998 and is expected to increase  again in
fiscal 1999.
    

     Limitations  on state tax revenues  have been  established  by  legislation
approved  by the  Governor on October  23,  1986 and by an  initiative  petition
approved by the voters on November 4, 1986. The two measures are inconsistent in
several  respects,  including  the  methods  of  calculating  the limits and the
exclusions  from the limits.  The initiative  petition,  unlike its  legislative
counterpart,  contains no exclusion for debt service on  Commonwealth  bonds and
notes.  Under both  measures,  excess  revenues are returned to taxpayers in the
form of  lower  taxes.  It is not yet  clear  how  differences  between  the two
measures will be resolved.  State tax revenues in fiscal 1987 did exceed the tax
limit imposed by the initiative  petition by an estimated  $29.2  million.  This
amount  was  returned  to the  taxpayers  in the  form of a tax  credit  against
calendar year 1987 personal  income tax liability  pursuant to the provisions of
the initiative petition. State tax revenues since fiscal 1988, have not exceeded
the  limit  imposed  by  either  the  initiative  petition  or  the  legislative
enactment.

     The  Commonwealth  maintains  financial  information on a budgetary  basis.
Since  fiscal year 1986,  the  Comptroller  also has prepared  annual  financial
statements in accordance with generally accepted accounting principles (GAAP) as
defined by the  Government  Accounting  Standards  Board.  GAAP basis  financial
statements  indicate that the Commonwealth  ended fiscal 1993 and 1994 with fund
deficits of  approximately  $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.  GAAP basis  financial  statements  for  fiscal  1997
indicate  that the  Commonwealth  ended  such year with a fund  equity of $1.096
billion.


                                       57
<PAGE>

   
Risk Factors Affecting the Michigan Fund

     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
1996-97  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 $130 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 1996-97 was transferred, as required by statute, to the Counter-Cyclical
Budget and  Economic  Stabilization  Fund  ("BSF"),  which  reflected a positive
balance of $1.152 billion at September 30, 1997.  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 scholl 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 increases 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 schools 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 monetary damages were owed to the
84 school  districts  involved  in Durant  and over 400  other  Michigan  school
districts and legislation has been enacted to pay such damages from the BSF over
a 15 year period.  Similar  constitutional  challenges to the funding of special
education  services  and  transportation  have  been  filed by over  100  school
districts in a new matter (Durant II) that was remanded to the Michigan Court of
Appeals in  September  1998.  The  ultimate  resolution  of those  claims is not
presently determinable.

     Currently,  the State's general  obligation  bonds are rated Aa1 by Moody's
and AA+ by Standard & Poor's,  following rating increases  announced  earlier in
1998. To the extent that the portfolio of Michigan  obligations  is comprised of
revenue or general obligations of local governments or authorities,  rather than
general  obligations  of  the  State  of  Michigan,  ratings  on  such  Michigan
obligations  will be  different  from those given to the State of  Michigan  and
their  value may be  independently  affected by  economic  matters not  directly
impacting the State.
    


                                       58
<PAGE>

   
Risk Factors Affecting the Minnesota Fund

     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
Fund, and does not purport to be a complete description.

     The State of Minnesota  has  experienced  certain  budgeting  and financial
problems since 1980. However, in recent years,  Accounting General Fund Balances
have been positive.
    

     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% 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% 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% and expenditures 6.0% 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 


                                       59
<PAGE>

property taxes;  increased  expenditures  $184 million;  and increased  expected
revenues $4 million.

     Of the $184 million in increased expenditures, criminal justice initiatives
totaled $45 million,  elementary and higher  education $31 million,  environment
and flood relief $18 million,  property tax relief $55 million,  and transit $11
million.  A six-year strategic capital budget plan was adopted with $450 million
in projects financed by bonds supported by the Accounting General Fund.
Other expenditure increases totaled $16.5 million.

     Included in the expected  revenue  increase of $4 million  were  conformity
with  federal  tax  changes to  increase  revenues  $27.5  million,  a sales tax
phasedown  on  replacement   capital  equipment  and  miscellaneous   sales  tax
exemptions  decreasing  revenues  $17.3 million,  and other measures  decreasing
revenues $6.2 million.

     After the  Legislature  adjourned in May 1994, the  Commissioner of Finance
estimated the Accounting General Fund balance at June 30, 1995, at $130 million.

     The  Commissioner  of Finance,  in a November 1994 forecast,  estimated the
Accounting  General  Fund  balance at June 30,  1995,  at $268  million,  due to
projected  increases in revenues and decreases in expenditures,  and the balance
at June 30, 1997, at $190 million.

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

     The  1995  Legislature  authorized  $18.220  billion  in  spending  for the
1995-1997  biennium,  an increase of $1.395  billion,  or 8.3%,  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% more in
local government  aids, 14.2% more for health and human services,  2.3% more for
higher education, and 25.1% 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% 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.


                                       60
<PAGE>

     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% 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 0% to 7%,
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  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% 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%, 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% more spending for elementary and secondary
education spending in the 1997-1999  biennium than in 1995-1997,  17.6% more for
health and human services,  12.5% more in local  government aids, 10.7% more for
higher education, and 0.3% 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.


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<PAGE>

     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.

   
     A February  1998 forecast  projected an Accounting  General Fund balance at
June 30, 1999, at $1.045  billion,  due to a $507 million  increase in projected
revenues,  a $90 million decrease in expenditures,  and a $5 million increase in
dedicated  reserves.  The  balance  at June 30,  2001 was  projected  at  $2.137
billion.

     The 1998  Legislature  increased  spending $125 million for K-12  education
aids, $90 million to reduce the school property tax recognition shift percentage
to zero,  $73  million  for higher  education,  and $148  million  for all other
operations.  The Legislature also approved $999 million in capital improvements,
to be funded by $509 million in bonds and $502 million in appropriations.

     After the Legislature  adjourned in April 1998, the Commissioner of Finance
estimated the Accounting General Fund balance at June 30, 1999, at $35 million.

     The  Commissioner  of Finance,  in a November 1998 forecast,  estimated the
Accounting  General Fund balance at June 30, 1999,  at $953  million,  due to an
$803 million  increase in non-tobacco  revenues,  the receipt of $461 million in
tobacco  settlement  revenues,  and a $262 million reduction in expenditures.  A
total of $609 million of the $1.562 billion of estimated  available  revenues is
statutorily dedicated to reserves, tax reduction, and to replace bonding.

     The  Commissioner  of Finance in November  1998  estimated  the  structural
balance at June 30, 2001, at $821 million.

     The State of Minnesota  has no obligation to pay any bonds of its political
or  governmental   subdivisions,   municipalities,   governmental  agencies,  or
instrumentalities.  The  creditworthiness  of local general  obligation bonds is
dependent upon the financial  condition of the local government  issuer, and the
creditworthiness  of  revenue  bonds  is  dependent  upon  the  availability  of
particular  designated  revenue  sources  or  the  financial  conditions  of the
underlying obligors.  Although most of the bonds owned by the Minnesota Fund are
expected  to be  obligations  other  than  general  obligations  of the State of
Minnesota itself, there can be no assurance that the same factors that adversely
affect the economy of the State  generally  will not also affect  adversely  the
market value or marketability of such other  obligations,  or the ability of the
obligors to pay the principal of or interest on such obligations.

     At the local level,  the property tax base has  recovered  after its growth
was slowed in many  communities  in the early 1990's by over capacity in certain
segments of the commercial real estate market.  Local finances are also affected
by the  amount  of state aid that is made  available.  Further,  various  of the
issuers within the State of Minnesota, as well as the State of Minnesota itself,
whose  securities  may be purchased  by the  Minnesota  Fund,  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
    


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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  Fund might be adversely  affected,  and the value of
the shares of the Minnesota Fund might also be adversely affected.

     The  Department  of  Finance   acknowledged  in  1995  that  the  State  of
Minnesota's  accounting  system was not Year 2000 (Y2K)  compliant  and that the
systems  vendor  would  deliver a compliant  version  upgrade in the future.  In
mid-1997,  State of Minnesota  technical  staff,  along with the systems vendor,
began a $6.5  million  project  to  install  the new  compliant  version  of the
accounting software.  According to the most recent Official Statement, the State
of  Minnesota  and the systems  vendor were  finishing  up the  remediation  and
testing  stages of the  project,  and  expected to  implement  the new  software
version on November  30, 1998.  There can,  however,  be no assurance  that such
implementation  will be done in a timely manner.  Further,  even if the State of
Minnesota  successfully  addresses  its Year  2000  compliance  there  can be no
assurance  that any other  organization  or  governmental  agency with which the
State of Minnesota electronically  interacts,  including vendors and the federal
government,  will be Year 2000 compliant.  In the event of any such occurrences,
the State of Minnesota may face material  adverse  consequences  with respect to
its revenues and  operations.  Local  issuers in the State of Minnesota may face
similar problems.

     The  State's  bond  ratings in October  1998 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  Fund or the ability of  respective  obligors to make
timely payment of the principal and interest on such obligations.

Risk Factors Affecting the Missouri Fund
    

     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   1,949,956  and  1,039,241   residents,   respectively,
constituting  over  fifty  percent  of  Missouri's  1997  population  census  of
approximately  5,387,753.  St.  Louis  is an  important  site  for  banking  and
manufacturing  activity,  as well as a distribution and  transportation  center,
with eight Fortune 500 industrial companies (as well as other major educational,
financial,   insurance,  retail,  wholesale  and  transportation  companies  and
institutions)  headquartered  there.  Kansas City is a major agribusiness center
and an important center for finance and industry.  Economic  reversals in either
of these two areas would have a major impact on the overall  economic  condition
of the State of Missouri.  Additionally, the State of Missouri has a significant
agricultural  sector which is experiencing  farm-related  problems comparable to
those which are  occurring in other  states.  To the extent that these  problems
were to  intensify,  there could  possibly  be an adverse  impact on the overall
economic condition of the State of Missouri.

     Defense  related  business plays an important  role in Missouri's  economy.
There  are a  large  number  of  civilians  employed  at  the  various  military
installations  and training  bases in the State and recent action of the Defense
Base Closure and Realignment Commission will result in the loss of a substantial
number of civilian jobs in the St. Louis  Metropolitan area.  Further,  aircraft
and related  businesses  in Missouri are the  recipients of  substantial  annual
dollar volumes of defense contract awards.  The contractor  receiving the second
largest  dollar  volume of defense  contracts  in the United  States in 1995 was
McDonnell Douglas Corporation. McDonnell Douglas Corporation, which was acquired
by the Boeing  Company  on August 1,  1997,  is the  State's  largest  employer,
currently employing  approximately 20,900 employees in Missouri.  Recent changes
in the  levels  of  military  appropriations  and the  cancellation  of the A-12
program have  affected  such company in Missouri and over the last five years it
has  reduced  its  Missouri  work force by  approximately  30%.  There can be no
assurances  there  will  not be  further
    


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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.  It is impossible to
determine what effect, if any, the acquisition of McDonnell Douglas  Corporation
by Boeing will have on the operations  conducted by the former McDonnell Douglas
Corporation in Missouri.  On December 1, 1998,  The Boeing Company  announced it
would reduce its overall  workforce 20% by the end of 2000. While it is expected
that most of the reduction will occur in the commercial  aircraft division which
is located  outside of Missouri 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 1%,  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.



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Risk Factors Affecting the New York Fund

     The following information is a summary of special factors affecting the New
York Fund. Such information is derived from public official  documents  relating
to securities  offerings of New York issuers  which are  generally  available to
investors.  The Fund has no reason to believe that any of the statements in such
public  official  documents are untrue but has not  independently  verified such
statements.  The following  information  constitutes only a brief summary of the
information  in such  public  official  documents  and does not  purport to be a
complete  description  of all  considerations  regarding  investment in New York
municipal securities.

Economic Outlook

     New York (the "State") is the third most  populous  state in the nation and
has a relatively high level of personal  wealth.  The State's economy is diverse
with  a  comparatively   large  share  of  the  nation's   finance,   insurance,
transportation,  communications and services employment,  and a very small share
of the nation's farming and mining activity. The State's location, air transport
facilities and natural  harbors have made it an important link in  international
commerce.  Travel and tourism constitute an important part of the economy.  Like
the rest of the nation,  New York has a declining  proportion  of its  workforce
engaged  in  manufacturing  and an  increasing  proportion  engaged  in  service
industries.

     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  accurately  the timing and  magnitude of changes in the
national and the State economies.  Many uncertainties exist in forecasts of both
the national and State economies  particularly in light of the recent volatility
in the international economy and domestic financial markets.  Consumer attitudes
toward spending, the extent of corporate and governmental restructuring, federal
fiscal and monetary policies,  the level of interest rates, and the condition of
the world  economy,  could have an adverse  effect on the State.  The timing and
impact of changes in economic  conditions  are difficult to estimate with a high
degree of accuracy. Unforeseeable events may occur. The actual rate of change of
the concepts forecasted may differ from the outlook described herein.  There can
be no  assurance  that the State  economy  will not  experience  results  in the
current fiscal year that are worse than predicted,  with corresponding  material
and adverse effects on the State's projections of receipts and disbursements.

     Continued  growth is projected in 1998 and 1999 for employment,  wages, and
personal income,  although, for 1999, a significant slowdown in the growth rates
of personal  income and wages are  expected.  The growth of  personal  income is
projected  to rise from  4.7% in 1997 to 5.0% in 1998,  but then drop to 3.4% in
1999,  in part  because  growth  in  bonus  payments  is  expected  to  moderate
significantly,  a distinct  shift from the unusually  high increases of the last
few  years.  Overall  employment  growth  is  expected  to be 2.0% in 1998,  the
strongest in a decade,  but is expected to drop to 1.0% in 1999,  reflecting the
slowing  growth  of  the  national  economy,  continued  spending  restraint  in
government,  less robust  profitability  in the  financial  sector and continued
restructuring in the manufacturing, health care, and banking sectors.

     The national economy has maintained a robust rate of growth during the past
six quarters as the  expansion,  which is well into its eighth year,  continues.
Since early 1992,  approximately 16 1/2 million jobs have been added nationally.
The State  economy has also  continued to expand,  but growth  remains  somewhat
slower than in the nation.  Although the State has added over 400,000 jobs since
late 1992,  unemployment  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.

     For  1999,   the  annual   national   growth  rate  is  anticipated  to  be
significantly  lower than had been  predicted.  Economic growth during both 1998
and 1999 is expected to be slower than it was during  
    


                                       65
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1997. The financial and economic turmoil which started in Asia and has spread to
other parts of the world is expected to continue to negatively affect U.S. trade
balances throughout most of 1999. In addition,  growth in domestic  consumption,
which  has been a major  driving  force  behind  the  nation's  strong  economic
performance in recent years, is expected to slow in 1999 as consumer  confidence
retreats  from  historic  highs and the stock  market  ceases to  provide  large
amounts of extra discretionary  income.  However,  the lower short-term interest
rates  which are  expected to be in force  during  1999  should  help  prevent a
recession.  The  revised  forecast  projects  real GDP  growth  of 3.4% in 1998,
moderately  below the 1997 growth rate. In 1999,  real GDP growth is expected to
fall  further,  to 1.6%.  The growth of nominal GDP is projected to decline from
5.9% in 1997 to 4.6% in 1998 and 3.7% in 1999. The inflation rate is expected to
drop to 1.7% in 1998  before  rising  to 2.7% in 1999.  The  annual  rate of job
growth is expected to be 2.5% in 1998,  almost  equaling the strong  growth rate
experienced  in 1997. In 1999,  however,  employment  growth is forecast to slow
markedly,  to 1.9%.  Growth in personal  income and wages is expected to slow in
1998 and again in 1999.

Current Fiscal Year

Overview

     The State's  current  fiscal year  commenced on April 1, 1998,  and ends on
March 31, 1999,  and is referred to herein as the State's  1998-99  fiscal year.
The Legislature  adopted the debt service  component of the State budget for the
1998-99  fiscal year on March 30, 1998 and the  remainder of the budget on April
18, 1998.  In the period prior to adoption of the budget for the current  fiscal
year,  the  Legislature  also  enacted  appropriations  to  permit  the State to
continue its operations and provide for other  purposes.  On April 25, 1998, the
Governor  vetoed  certain  items  that the  Legislature  added to the  Executive
Budget.  The Legislature  had not overridden any of the Governor's  vetoes as of
the start of the legislative recess on June 19, 1998.

     General Fund  disbursements  in 1998-99 are now  projected to grow by $2.43
billion  over  1997-98  levels,  or  $690  million  more  than  proposed  in the
Governor's   Executive   Budget,   as  amended.   The  change  in  General  Fund
disbursements   from  the  Executive  Budget  to  the  enacted  budget  reflects
legislative additions (net of the value of the Governor's vetoes), actions taken
at the end of the regular  legislative  session,  as well as  spending  that was
originally  anticipated  to occur in  1997-98  but is now  expected  to occur in
1998-99. The State projects that the 1998-99 State Financial Plan is balanced on
a cash basis, with an estimated reserve for future needs of $761 million.

     The State's  enacted budget  includes  several new multi-year tax reduction
initiatives,  including  acceleration of State-funded  property and local income
tax relief  for senior  citizens  under the  School Tax Relief  Program  (STAR),
expansion of the child care  income-tax  credit for  middle-income  families,  a
phased-in  reduction of the general business tax, and reduction of several other
taxes and fees,  including an  accelerated  phase-out of  assessments on medical
providers.  The enacted  budget  also  provides  for  significant  increases  in
spending for public schools,  special education programs,  and for the State and
City university  systems. It also allocates $50 million for a new Debt Reduction
Reserve Fund (DRRF) that may  eventually be used to pay debt service costs on or
to prepay outstanding State-supported bonds.

     The 1998-99 State  Financial Plan projects a closing balance in the General
Fund of $1.7 billion that is comprised of a reserve of $1.04  billion  available
for future  needs,  a balance of $400 million in the Tax  Stabilization  Reserve
Fund (TSRF), a balance of $158 million in the Community Projects Fund (CPF), and
a balance of $100 million in the Contingency Reserve Fund (CRF). The TSRF can be
used in the event of an unanticipated  General Fund cash operating  deficit,  as
provided under the State  Constitution  and State Financial Law. The CPF is used
to finance  various  legislative  and  executive  initiatives.  The CRF provides
resources to help finance any  extraordinary  litigation costs during the fiscal
year.

     The four governmental fund types that comprise the State Financial Plan are
the General Fund, the Special Revenue Funds, the Capital Projects Funds, and the
Debt Service Funds. This fund structure  adheres to accounting  standards of the
Governmental  Accounting  Standards  Board.  The General  Fund is the  principal
operating  fund  of  the  State  and  is  used  to  account  for  all  financial
transactions,  except those  required to be accounted for in another fund. It is
the State's largest fund and receives almost all State 
    


                                       66
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taxes and other resources not dedicated to particular  purposes.  In the State's
1998-99 fiscal year,  the General Fund is expected to account for  approximately
47.6% of all  Governmental  Funds  disbursements  and 70.1% of total State Funds
disbursements.  General  Fund  moneys  are  also  transferred  to  other  funds,
primarily to support certain capital projects and debt service payments in other
fund types.

General Fund Receipts

     Total General Fund  receipts and transfers  from other funds in the 1998-99
fiscal  year are  projected  to reach  $37.84  billion,  an  increase of over $3
billion from the 1997-98 fiscal year.  This total includes $34.50 billion in tax
receipts,  and $1.47  billion in  miscellaneous  receipts,  and $1.86 billion in
transfers from other funds. The transfer of a portion of the surplus recorded in
1997-98 to 1998-99  exaggerates the "real" growth in State receipts from year to
year by depressing  reported 1997-98 figures and inflating 1998-99  projections.
Conversely,  the incremental  cost of tax reductions  newly effective in 1998-99
and the impact of statutes  earmarking  certain tax receipts to other funds work
to depress apparent growth below the underlying growth in receipts  attributable
to expansion of the State's economy. On an adjusted basis, State tax revenues in
the 1998-99 fiscal year are projected to grow at approximately  7.5%,  following
an adjusted growth of roughly 9% in the 1997-98 fiscal year.

     The Personal  Income Tax is imposed on the income of  individuals,  estates
and trusts and is based with certain  modifications  on federal  definitions  of
income  and  deductions.  This tax  continues  to  account  for over half of the
State's  General Fund receipts base.  Net personal  income tax  collections  are
projected  to reach  $21.44  billion,  nearly $3.7  billion  above the  reported
1997-98  collection  total.  Since 1997  represented  the  completion of the 20%
income tax reduction  program enacted in 1995,  growth from 1997 to 1998 will be
unaffected by major income tax reductions. Adding to the projected annual growth
is the net impact of the  transfer  of the surplus  from  1997-98 to the current
year which affects reported collections by over $2.4 billion on a year-over-year
basis,  as partially  offset by the  diversion of slightly  over $700 million in
income tax  receipts to the STAR fund to finance the initial  year of the school
tax reduction program.

     User taxes and fees are comprised of  three-quarters  of the State 4% sales
and use tax (the  balance,  one percent,  flows to support the Local  Government
Assistance Corporation (LGAC) debt service requirements),  cigarette,  alcoholic
beverage,  container,  and auto  rental  taxes,  and a portion of the motor fuel
excise  levies.  Also  included in this  category  are  receipts  from the motor
vehicle registration fees and alcoholic beverage license fees.

     Receipts  from  user  taxes  and fees in  1998-99  are  projected  at $7.21
billion,  an increase of $170 million in the prior year. The sales tax component
of this  category  accounts for all of the 1998-99  growth,  as receipts for all
other sources declined by $100 million.  The growth in yield of the sales tax in
1998-99,  after  adjusting for tax law and other changes,  is projected at 4.7%.
The  yields  of most of the  excise  taxes  in this  category  show a  long-term
declining  trend,  particularly  cigarette and alcoholic  beverage taxes.  These
General  Fund  declines  are  exacerbated  in  1998-99 by  revenue  losses  from
scheduled and newly enacted tax reductions,  and by an increase in earmarking of
motor vehicle registration fees to the Dedicated Highway and Bridge Trust Fund.

     Business  taxes include  franchise  taxes based  generally on net income of
general   business,    bank   and   insurance    corporations,    as   well   as
gross-receipts-based  taxes on utilities and gallonage-based  petroleum business
taxes. Beginning in 1994, a 15% surcharge on these levies began to be phased out
and, for most  taxpayers,  there is no surcharge  liability for taxable  periods
ending in 1997 and thereafter.

     Total  business tax  collections in 1998-99 are projected at $4.79 billion,
$257 million less than  received in the prior  fiscal year.  The  year-over-year
decline in projected  receipts in this category is a function of both  statutory
changes between the two years.  These include the first year of utility-tax rate
cuts and the Power for Jobs tax reduction program for energy providers,  and the
scheduled  additional  diversion of General Fund petroleum  business and utility
tax receipts to other funds. In addition, profit growth is also expected to slow
in 1998.
    


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     Other taxes include  estate,  gift and real estate transfer taxes, a tax on
gains from the sale or transfer of certain real estate (this tax was repealed in
1996), a pari-mutuel tax and other minor levies. They are now projected to total
$1.02 billion -- $75 million below last year's amount. Two factors account for a
significant  part of the expected  decline in  collections  from this  category.
First,   the  effects  of  the  elimination  of  the  real  property  gains  tax
collections;  second, a decline in estate tax receipts,  following the explosive
growth recorded in 1997-98, when receipts expanded by over 16 percent.

     Miscellaneous  receipts  include  investment  income,   abandoned  property
receipts,  medical  provider  assessments,  minor federal grants,  receipts from
public  authorities,   and  certain  other  license  and  fee  revenues.   Total
miscellaneous  receipts are  projected to reach $147  billion,  down almost $200
million  from the prior year.  Transfers  from other  funds to the General  Fund
consist  primarily  of tax  revenues  in  excess of debt  service  requirements,
particularly  the one  percent  sales  tax  used to  support  payments  to LGAC.
Miscellaneous  receipts and  transfers  from other funds are  projected to reach
$3.33 billion for the fiscal year.

General Fund Disbursements

     General Fund disbursements and transfers to capital, debt service and other
funds are projected at $36.78 billion,  an increase of $2.43 billion (7.1%) from
1997-98.  Nearly one-half of the growth is for educational purposes,  reflecting
increased support for public schools,  special education  programs and the State
and City university  systems.  The remaining increase is primarily for Medicaid,
mental hygiene, and other health and social welfare programs, including children
and family  services.  The 1998-99  Financial  Plan also includes  funds for the
current  negotiated  salary increases for State employees,  as well as increased
transfers for debt service.

     Grants  to Local  Governments  is the  largest  category  of  General  Fund
disbursements  and  includes  financial  assistance  to  local  governments  and
not-for-profit corporations, as well as entitlement benefits to individuals. The
1998-99 Financial Plan projects spending of $25.14 billion in this category,  an
increase  of $1.88  billion  or 8.1% over the prior  year.  The  largest  annual
increases  are for  educational  programs,  Medicaid,  other  health  and social
welfare programs and community projects grants.

     The 1998-99 budget provides $9.7 billion in support of public schools.  The
year-to-year  increase of $769  million is  comprised  of partial  funding for a
1998-99  school year  increase of $847  million as well as the  remainder of the
1997-98 school year increase that occurs in State fiscal year 1998-99.  Spending
for all other educational programs, which includes the State and City university
systems, the Tuition Assistance Program, and handicapped  programs, is estimated
at $3.00 billion, an increase of $270 million over 1997-98 levels.

     Medicaid costs are estimated at $5.60 billion,  an increase of $144 million
from the prior year. After adjusting 1997-98 for the $116 million  prepayment of
an additional  Medicaid cycle,  Medicaid  spending is projected to increase $260
million or 4.9%.  Disbursements for all other health and social welfare programs
are projected to total $3.63 billion,  an increase of $131 million from 1997-98.
This  includes an increase in support for children and families and local public
health  programs,  offset by a decline in welfare  spending of $75 million  that
reflects  continuing State and local efforts to reduce welfare fraud,  declining
caseloads, and the impact of State and federal welfare reform legislation.

     Remaining  disbursements  primarily  support community based mental hygiene
programs,  community and public health programs,  local transportation programs,
and revenue  sharing  payments to local  governments.  Revenue sharing and other
general purpose aid is projected at $837 million,  an increase of  approximately
$37 million from 1996-97.

     State operations  spending reflects the  administrative  costs of operating
the State's agencies,  including the prison system, mental hygiene institutions,
the State  University  system  (SUNY),  the  Legislature,  and the court system.
Personal  service  costs  account  for   approximately  73%  of  this  category.
Disbursements for State operations are projected at $6.7 billion, an increase of
$511 million or 8.3% over 1997-98 fiscal year. This year-to-year growth reflects
the continuing phase-in of wage increases under existing  
    


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collective bargaining agreements,  the impact of binding arbitration settlements
and the costs of funding and additional payroll cycle in 1998-99.

     General State charges account  primarily for the costs of providing  fringe
benefits for State employees,  including  contributions to pension systems,  the
employer's share of social security contributions, employer contributions toward
the cost of health insurance,  and the costs of providing worker's  compensation
and unemployment  insurance benefits.  This category also reflects certain fixed
costs such as payments in lieu of taxes,  and payments of judgments  against the
State or its public officers.

     Disbursements  in this category are estimated at $2.22 billion,  a decrease
of $50 million  from the prior  year.  This annual  decline  reflects  projected
decreases  in  pension  costs  and Court of  Claims  payments,  offset by modest
projected increases for health insurance  contributions,  social security costs,
and the loss of  reimbursements  due to a reduction  in the fringe  benefit rate
charged to positions financed by non-General Fund sources.

     Debt service paid from the General Fund reflects debt service on short-term
obligations  of the State and  includes  only the  interest  cost of the State's
commercial  paper  program.  The 1998-99  debt  service  estimate is $11 million
reflecting  relative stability in short-term  interest rates. The State's annual
tax and revenue anticipation note (TRAN) borrowing has been eliminated.

     Transfers  to other  funds  from the  General  Fund are made  primarily  to
finance certain  portions of State capital project  spending and debt service on
long-term bonds, where these costs are not funded from other sources.  Transfers
in support of debt  service  are  projected  at $2.14  billion  in  1998-99,  an
increase of $111  million  from  1997-98.  The  increase  reflects the impact of
certain prior year bond sales (net of refunding savings), and certain bond sales
planned to occur during the 1998-99 fiscal year.  The State  Financial Plan also
establishes  a transfer of $50 million to the new Debt  Reduction  Reserve Fund.
The Fund may be used,  subject to  enactment of new  appropriations,  to pay the
debt service costs on or to prepay  State-supported  bonds. Transfers in support
of capital  projects  provide  General Fund  support for projects not  otherwise
financed through bond proceeds,  dedicated taxes and other revenues,  or federal
grants. These transfers are projected at $200 million for 1998-99, comparable to
last  year.  Remaining  transfers  from  the  General  Fund to other  funds  are
estimated  to decline $59 million in 1998-99 to $327  million.  This  decline is
primarily  the  net  impact  of  one-time  transfers  in  1997-98  to the  State
University Tuition  Stabilization Fund and to the Lottery Fund to support school
aid,  offset by a 1998-99  increase  in the State  subsidy to the  Roswell  Park
Cancer Research Institute.

General Fund Balance

     The Financial  Plan projects a closing  balance in the General Fund of $1.7
billion. The balance is comprised of the $1.04 billion reserve for future needs,
$400  million  in the  Tax  Stabilization  Reserve  Fund,  $100  million  in the
Contingency  Reserve  Fund (after a planned  deposit of $32 million in 1998-99),
and $158 million in the Community Projects Fund.

Special Revenue Funds

     Special  Revenue  Funds are used to account  for the  proceeds  of specific
revenue  sources such as federal grants that are legally  restricted,  either by
the  Legislature or outside  parties,  to expenditures  for specified  purposes.
Although activity in this fund type is expected to comprise approximately 41% of
total  government funds receipts in the 1998-99 fiscal year,  three-quarters  of
that activity relates to federally-funded  programs.  Projected disbursements in
this fund type total $29.98  billion,  an increase of $2.33 billion  (8.4%) over
1997-98 levels. Disbursements from federal funds, primarily the federal share of
Medicaid  and other  social  services  programs,  are  projected to total $21.78
billion  in the  1998-99  fiscal  year.  Remaining  growth in  federal  funds is
primarily due to the new Child Health Plus  program,  estimated at $197 million.
This  program  will  expand  health  insurance  coverage to children of indigent
families.  State special revenue  spending is projected to be $8.19 billion,  an
increase of $1.20 billion from last year's levels.
    


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Capital Project Funds

     Capital  Projects  Funds account for the financial  resources  used for the
acquisition,  construction,  or rehabilitation of major State capital facilities
and for  capital  assistance  grants  to  certain  local  governments  or public
authorities.  This fund type  consists of the Capital  Projects  Fund,  which is
supported by tax receipts  transferred  from the General Fund, and various other
capital funds established to distinguish specific capital construction  purposes
supported by other revenues. In the 1998-99 fiscal year, activity in these funds
is expected to comprise 5.5% of total governmental receipts.

     Capital  Projects  Funds  spending in fiscal year  1998-99 is  projected at
$4.14  billion,  an increase of $575 million or 16.1% from last year.  The major
components  of  this  expected  growth  are   transportation  and  environmental
programs,  including continued increased spending for 1996 Clean Water/Clean Air
Bond Act  projects and higher  projected  disbursements  from the  Environmental
Protection Fund (EPF). Another significant  component of this projected increase
is in the area of public protection,  primarily for facility  rehabilitation and
construction of additional prison capacity.

Debt Service Funds

     Debt Service Funds are used to account for the payment of principal of, and
interest  on  long-term  debt  of  the  State  and  to  meet  commitments  under
lease-purchase and other  contractual-obligation  financing  arrangements.  This
fund type is expected to comprise  3.8% of total  governmental  fund receipts in
the 1998-99  fiscal  year.  Receipts  in these  funds in excess of debt  service
requirements  may be transferred to the General Fund and Special  Revenue Funds,
pursuant to law.

     Total  disbursements from the Debt Service Fund type are estimated at $3.36
billion in 1998-99,  an increase of $275 million or 8.9% from 1997-98 levels. Of
the  increase,  $102  million is for  transportation  purposes,  including  debt
service on bonds issued for State and local highway and bridge programs financed
through the New York State  Thruway  Authority  and  supported by the  Dedicated
Highway and Bridge Trust Fund.  Another $45 million is for  education  purposes,
including  State and City  University  programs  financed  through the Dormitory
Authority of the State of New York  (DASNY).  The  remainder is for a variety of
programs  in such  areas as  mental  health  and  corrections,  and for  general
obligation financings.

Out-Year Projections of Receipts and Disbursements

     State law requires the Governor to propose a balanced  budget each year. In
recent  years,  the State  has  closed  projected  budget  gaps of $5.0  billion
(1995-97),  $2.3  billion  (1997-98),  and less than $1 billion  (1998-99).  The
State,  as part of the 1998-99  Executive  Budget  projections  submitted to the
Legislature  in February  1998,  projected a 1999-00  General Fund budget gap of
approximately  $1.7  billion and a 2000-01 gap of $3.7  billion.  As a result of
changes made in the 1998-99 enacted  budget,  the 1999-00 gap is now expected to
be roughly $1.3 billion,  or about $400 million less than previously  projected,
after  application of reserves  created as part of the 1998-99  budget  process.
Such reserves would not be available against subsequent year imbalances.

     Sustained  growth  in the  State's  economy  could  contribute  to  closing
projected   budget  gaps  over  the  next  several  years,   both  in  terms  of
higher-than-projected  tax  receipts  and  in  lower-than-expected   entitlement
spending.  However,  the State's projections in 1999-00 currently assume actions
to achieve $600 million in lower  disbursements  and $250 million in  additional
receipts  from the  settlement  of State  claims  against the tobacco  industry.
Consistent  with  past  practice,  the  projections  do not  include  any  costs
associated with new collective bargaining agreements after the expiration of the
current round of contracts at the end of 1998-99  fiscal year. The State expects
that the 1999-00  Financial Plan will achieve savings from  initiatives by State
agencies to deliver  services more  efficiently,  workforce  management  efforts
maximization of federal and non-general Fund spending offsets, and other actions
necessary to bring projected disbursements and receipts into balance.

The  State  will  formally  update  its  outyear  projections  of  receipts  and
disbursements  for the 2000-01 and 2001-02 fiscal years as a part of the 1999-00
Executive Budget process, as required by law. The revised 
    


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expectations for years 2000-01 and 2001-02 will reflect the cumulative impact of
tax reductions and spending  commitments  enacted over the last several years as
well as new 1999-00 Executive Budget  recommendations.  The STAR program,  which
dedicates  a  portion  of  personal  income  tax  receipts  to fund  school  tax
reductions, has a significant impact on General Fund receipts. STAR is projected
to reduce  personal  income tax  revenues  available  to the General  Fund by an
estimated  $1.3 billion in 2000-01.  Measured from the 1998-99  base,  scheduled
reductions  to estate  and gift,  sales and  other  taxes,  reflecting  tax cuts
enacted in 1997-98 and  1998-99,  will lower  General  Fund taxes and fees by an
estimated  $1.8 billion in 2000-01.  Disbursement  projections  for the outyears
currently assume additional  outlays for school aid,  Medicaid,  welfare reform,
mental health community reinvestment,  and other multi-year spending commitments
in law.

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 TRANs. A
national recession,  followed by the lingering economic slowdown in the New York
and the regional economy,  resulted in repeated shortfalls in receipts and three
budget deficits during those years.  During its last six fiscal years, the State
has recorded  balanced  budgets on a cash basis,  with positive fund balances as
described below.

1997-98 Fiscal Year

The State  ended its  1997-98  fiscal  year in balance on a cash  basis,  with a
General Fund operating surplus of $1.56 billion. As a result, the State reported
an  accumulated  surplus of $567  million in the General Fund for the first time
since it began  reporting  its  operations  on a generally  accepted  accounting
principals  (GAAP) basis. The 1997-98 fiscal year operating  surplus resulted in
part from  higher-than-anticipated  personal income tax receipts, an increase in
taxes  receivable of $681  million,  an increase in other assets of $195 million
and a  decrease  in  pension  liabilities  of $144  million.  These  gains  were
partially offset by an increase in payables to local governments of $270 million
and tax refunds payable of $147 million.

The  General  Fund had a closing  balance of $638  million,  an increase of $205
million from the prior fiscal year. The balance is held in three accounts within
the General Fund: the Tax  Stabilization  Reserve Fund (TSRF),  the  Contingency
Reserve  Fund (CRF) and the  Community  Projects  Fund (CPF).  The TSRF  closing
balance was $400 million,  following a required deposit of $15 million (repaying
a transfer  made in 1991-92)  and an  extraordinary  deposit of $68 million made
from the 1997-98 surplus.  The CRF closing balance was $68 million,  following a
$27 million  deposit  from the  surplus.  The CPF,  which  finances  legislative
initiatives,  closed the fiscal year with a balance of $170 million, an increase
of $95 million.  The General Fund closing  balance did not include $2.39 billion
in the tax refund reserve account, of which $521 million was made available as a
result of the Local Government  Assistance  Corporation (LGAC) financing program
and was required to be on deposit on March 31, 1998.

General Fund receipts and transfers from other funds for the 1997-98 fiscal year
(including net tax refund reserve account activity)  totaled $34.55 billion,  an
annual  increase  of  $1.51  billion,  or  4.57%  over  1996-97.   General  Fund
disbursements  and  transfers  to other  funds were  $34.35  billion,  an annual
increase of $1.45 billion or 4.41%.

1996-97 Fiscal Year

The State ended its  1996-97  fiscal year on March 31, 1997 in balance on a cash
basis,  with a General  Fund cash  surplus as reported  by DOB of  approximately
$1.42 billion. The cash surplus was derived primarily from  higher-than-expected
receipts and lower-than-expected spending for social services programs.

The General Fund closing  balance was $433 million,  an increase of $146 million
from the 1995-96  fiscal year.  The balance  included  $317 million in the TSRF,
after a required deposit of $15 million and an additional deposit of $65 million
in  1996-97.  In  addition,  $41  million  remained  on deposit in the CRF.
    


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The  remaining  $75 million  reflected  amounts then on deposit in the Community
Projects Fund. The General Fund closing balance did not include $1.86 billion in
the tax refund  reserve  account,  of which $521 million was made available as a
result of the LGAC  financing  program  and was  required to be on deposit as of
March 31, 1997.

General Fund receipts and transfers from other funds for the 1996-97 fiscal year
totaled  $33.04  billion,  an  increase  of 0.7% from the  previous  fiscal year
(including net tax refund reserve account activity).  General Fund disbursements
and transfers to other funds totaled $32.90 billion for the 1996-97 fiscal year,
an increase of 0.7 percent from the 1995-96 fiscal year.

1995-96 Fiscal Year

The State  ended its 1995-96  fiscal year on March 31, 1996 with a General  Fund
cash surplus, as reported by DOB, of $445 million.  The cash surplus was derived
from  higher-than-expected  receipts,  savings  generated  through  agency  cost
controls,  and  lower-than-expected  welfare spending.  The General Fund closing
fund balance was $287 million,  an increase of $129 million from 1994-95 levels.
The $129  million  change  in fund  balance  is  attributable  to a $65  million
voluntary deposit to the TSRF, a $15 million required deposit to the TSRF, a $40
million deposit to the CRF, and a $9 million deposit to the Revenue Accumulation
Fund. The closing fund balance  included $237 million on deposit in the TSRF. In
addition,  $41  million  was on deposit  in the CRF.  The  remaining  $9 million
reflected amounts then on deposit in the Revenue  Accumulation Fund. The General
Fund  closing  balance did not include  $678  million in the tax refund  reserve
account  of which  $521  million  was  made  available  as a result  of the LGAC
financing program and was required to be on deposit as of March 31, 1996.

General  Fund  receipts and  transfers  from other funds  (including  net refund
reserve  account  activity)  totaled  $32.81  billion,  a decrease  of 1.1% from
1994-95 levels.  General Fund disbursements and transfers to other funds totaled
$32.68  billion for the 1995-96  fiscal  year,  a decrease of 2.2% from  1994-95
levels.

Year 2000 Compliance

New York State is currently  addressing  "Year 2000" data processing  compliance
issues.  The Year 2000  compliance  issue ("Y2K")  arises  because most computer
software  programs  allocate  two  digits to the data  field  for  "year" on the
assumption  that the first two  digits  will be "19".  Such  programs  will thus
interpret the year 2000 as the year 1900 absent reprogramming.  Y2K could impact
both the ability to enter data into  computer  programs  and the ability of such
programs to correctly process data.

In 1996,  the State  created  the Office for  Technology  (OFT) to help  address
statewide  technology  issues,  including the Year 2000 issue. OFT has estimated
that   investments   of  at  least  $140  million  will  be  required  to  bring
approximately 350 State  mission-critical and high-priority computer systems not
otherwise scheduled for replacement into Year 2000 compliance,  and the State is
planning  to spend $100  million in the 1998-99  fiscal  year for this  purpose.
Mission-critical computer applications are those which impact the health, safety
and welfare of the State and its  citizens,  and for which  failure to be in Y2K
compliance  could have a material  and  adverse  impact  upon State  operations.
High-priority  computer  applications  are those that are  critical  for a State
agency to fulfill  its mission and  delivery  services,  but for which there are
manual  alternatives.  Work has been  completed on roughly 20% of these systems.
All remaining  unfinished  mission-critical  and  high-priority  systems that at
least 40% or more of the work  completed.  Contingency  planning is underway for
those systems which may be  non-compliant  prior to failure  dates.  The enacted
budget also  continues  funding for major  systems  scheduled  for  replacement,
including  the  State  payroll,  civil  service,  tax and  finance  and  welfare
management systems,  for which Year 2000 compliance is included as a part of the
Project.

OTF is monitoring  compliance on a quarterly  basis and is providing  assistance
and assigning resources to accelerate  compliance for mission-critical  systems,
with most compliance testing expected to be completed by mid-1999.  There can be
no  guarantee,   however,   that  all  of  the  State's   mission-critical   and
high-priority  computer  systems will be Year 2000 complaint and that there will
not be an adverse impact upon State operations or State Finances as a result.
    


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Certain Litigation

The legal  proceedings  noted below  involve  State  finances  and  programs and
miscellaneous  civil rights,  real  property,  contract and other tort claims in
which the State is a defendant and the potential  monetary claims sought against
the  State  are  substantial,   generally  in  excess  of  $100  million.  These
proceedings  could adversely affect the financial  condition of the State in the
1998-99 fiscal year or thereafter. 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-d of the Public  Health  Law,  which  impose a tax on the gross
receipts  hospitals  and  residential  health care  facilities  receive from all
patient care  services;  (iv) alleged  responsibility  of New York  officials to
assist in remedying racial segregation in the City of Yonkers; (v) challenges to
the regulations  promulgated by the Superintendent of Insurance that established
excess medical  malpractice  premium rates;  (vi) a case challenging the shelter
allowance  granted to recipients of public assistance as insufficient for proper
housing;  (vii)  an  action  against  the  Governor  of the  State  of New  York
challenging  the  Governor's  application of his  constitutional  line item veto
authority to certain portions of budget bills; and (viii) 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 receive 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 may also be affected by
the ability of the City and certain entities issuing debt for the benefit of the
City to market their securities successfully in the public credit markets.

The City has achieved  balanced  operating  results for each of its fiscal years
since 1981 as measured  by the GAAP  standards  in force at that time.  The City
prepares a four-year  financial plan ("Financial  Plan") annually and updates it
periodically,  and prepares a comprehensive  annual financial report  describing
its most recent fiscal year each October.  For current information on the City's
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 for Public Finance.

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
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  organizations
which  receive or may  receive  moneys  from the City  directly,  indirectly  or
contingently)  operate  under the  Financial  Plan.  The City's  Financial  Plan
summarizes 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.
    


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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. In 1997, the
State created the New York City Transitional  Finance Authority (TFA) to finance
a portion of the City's capital  program  because the City was  approaching  its
State  Constitutional  general  debt  limit.  Without the  additional  financing
capacity of the TFA,  projected  contracts for City capital  projects would have
exceeded  the City's debt limit  during City fiscal year  1997-98.  Despite this
additional financing mechanism,  the City currently projects that, if no further
action is taken, it will reach its debt limit in City fiscal year 1999-2000.  On
June 2, 1997, an action was commenced seeking a declaratory  judgment  declaring
the legislation  establishing  the TFA to be  unconstitutional.  On November 25,
1997 the State Supreme Court found the  legislation  establishing  the TFA to be
constitutional  and granted the  defendants'  motion for summary  judgment.  The
plaintiffs have appealed the decision.  Future developments  concerning the City
or entities  issuing debt for the benefit of the City, and public  discussion of
such developments, as well as prevailing market conditions and securities credit
ratings, may affect the ability or cost to sell securities issued by the City or
such entities and may also affect the market for their outstanding securities.

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 cities of Yonkers and Troy  continue to operate  under
State-ordered control agencies.  The potential impact on the State of any future
requests by localities for additional  oversight or financial  assistance is not
included in the projections of the State's  receipts and  disbursements  for the
State's 1998-99 fiscal year.

Eighteen  municipalities  received  extraordinary  assistance  during  the  1996
legislative session through $50 million in special  appropriations  targeted for
distressed  cities  and 28  municipalities  received  more than $32  million  in
targeted  unrestricted  aid in the 1997-98  budget.  Both of these emergency aid
packages  were  largely  continued  through the 1998-99  budget.  The State also
dispersed an additional  $21 million among all cities,  towns and villages after
enacting a 3.9%  increase in General  Purpose State Aid in 1997-98 and continued
this increase in 1998-99.

The 1998-99  budget  includes an additional  $29.4 million in  unrestricted  aid
targeted  to  57   municipalities   across  the  State.   Other  assistance  for
municipalities with special needs totals more than $25.6 million. Twelve upstate
cities  will  receive  $24.2  million in  one-time  assistance  from a cash flow
acceleration of State aid.

The  appropriation  and allocation of general purpose local government aid among
localities,  including New York City, is currently the subject of  investigation
by  a  State  commission.  While  the  distribution  of  general  purpose  local
government aid was originally based on a statutory formula, in recent years both
the total amount  appropriated  and the amounts  appropriated to localities have
been determined by the Legislature.  A State commission was established to study
the  distribution  and  amounts  of general  purpose  local  government  aid and
recommend  a new  formula  by June 30,  1999,  which may  change  the way aid is
allocated.

Municipalities  and school districts have engaged in substantial  short-term and
long-term  borrowings.  In 1996, the total indebtedness of all localities in the
State other than New York City was approximately  $20.0 billion. A small portion
(approximately  $77.2  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.  Twenty-one
localities had outstanding  indebtedness  for deficit  financing at the close of
their fiscal year ending in 1996.

Like the State, local governments must respond to changing  political,  economic
and financial influences over which they have little or no control. Such changes
may adversely affect the financial  condition of certain local governments.  For
example,  the federal government may reduce (or in some cases 
    


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eliminate)  federal  funding of some local programs  which, in turn, may require
local  governments to fund these  expenditures  from their own resources.  It is
also possible that the State, New York City, or any of their  respective  public
authorities  may suffer serious  financial  difficulties  that could  jeopardize
local  access to the  public  credit  markets,  which may  adversely  affect the
marketability  of notes  and  bonds  issued  by  localities  within  the  State.
Localities may also face  unanticipated  problems resulting from certain pending
litigation, judicial decisions and long-range economic trends. Other large-scale
potential   problems,   such  as   declining   urban   populations,   increasing
expenditures,  and the loss of skilled  manufacturing  jobs,  may also adversely
affect localities and necessitate State assistance.

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  restrictions  set  forth in
legislative authorization. The State's access to the public credit markets could
be impaired and the market price of its  outstanding  debt may be materially and
adversely  affected  if any of its public  authorities  were to default on their
respective  obligations,  particularly  those  using  the  financing  techniques
referred to as State-supported  or State-related  debt. As of December 31, 1997,
there were 17 public  authorities  that had outstanding  debt of $100 million or
more, and the aggregate  outstanding  debt,  including  refunding  bonds, of all
State Public  Authorities was $84 billion,  only a portion of which  constitutes
State-supported or State-related debt.

Beginning in 1998, the Long Island Power Authority (LIPA) assumed responsibility
for the  provision  of electric  utility  services  previously  provided by Long
Island Lighting Company for Nassau,  Suffolk and a portion of Queen Counties, as
part of an estimated $7 billion financing plan. As of the date of this AIS, LIPA
has issued over $5 billion in bonds secured solely by ratepayer charges.
LIPA's debt is not considered either State-supported or State-related debt.

The Metropolitan  Transit Authority (the "MTA") 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  on, and will  continue  to
depend  on,  operating  support  from the  State,  local  governments  and TBTA,
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%
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 1998-99 State fiscal year, total State assistance to the MTA is
projected to total  approximately $1.3 billion, an increase of $133 million over
the 1997-98 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 (subsequently
    


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amended in August 1997),  which supercedes 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  $5.2 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
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.

Risk Factors Affecting the Ohio Fund

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

     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 1996 is 11,173,000.
    

     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
seven years the State rates were below the  national  rates (4.6% versus 4.9% in
1997). The unemployment  rate and its effects vary among geographic areas of the
State.
    


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     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 Fund 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.

     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 went 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 and,  the $263  million  balance to a State
income tax reduction fund.

     The GRF  Appropriations Act for the 1998-99 biennium was passed on June 25,
1997 and signed  (after  selective  vetoes) by the  Governor.  All necessary GRF
appropriations  for State debt service and 
    


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lease rental payments then projected for the biennium were included in that act.
Subsequent  legislation  increased the fiscal 1999 GRF  appropriation  level for
elementary  and secondary  education,  with the increase to be funded in part by
mandated small percentage  reductions in State  appropriations for various State
agencies  and  institutions.  Expressly  exempt  from those  reductions  are all
appropriations for debt service, including lease rental payments.

     The BSF had a December 2, 1998 balance of over $906 million.
    

     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 December 2, 1998,  $1.12  billion
(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 ($26.7  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 (over $1 billion
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 ($85.1 million  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 $5.2  billion of
which were outstanding or awaiting delivery at December 2, 1998.

     The State  estimates that  aggregate FY 1998 rental  payments under various
capital lease and lease purchase  agreements were approximately $9.1 million. In
recent years, State agencies have also participated in transportation and office
building projects that may have some local as well as State use and benefit,  in
connection with which the State enters into lease purchase agreements with terms
ranging from 7 to 20 years. Certificates of participation, or special obligation
bonds of the State or local  agency,  are issued that  represent  fractionalized
interests in or are payable  from the State's  anticipated  payments.  The State
estimates  highest future FY payments under those  agreements (as of December 2,
1998) to be approximately  $27.3 million (of which $23.6 million is payable from
sources other than the GRF, such as federal highway money distributions).  State
payments under all those agreements are subject to biennial appropriations, with
the lease terms being two years subject to renewal if appropriations are made.
    

     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  


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

     State and local agencies issue  obligations  that are payable from revenues
from or  relating  to  certain  facilities  (but not from  taxes).  By  judicial
interpretation,   these   obligations  are  not  "debt"  within   constitutional
provisions.  In general, payment obligations under lease-purchase  agreements of
Ohio public agencies (in which  certificates of participation may be issued) are
limited in duration to the agency's  fiscal period,  and are renewable only upon
appropriations being made available for the subsequent fiscal period.

     Debt Rating. 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
Commission 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  as  of  December  2,  1998  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
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 to permit time for responsive  corrective  actions.  The parties await
eventual  trial  court  decision  on the  adequacy of steps taken to date by the
State to enhance school funding  consistent with the Supreme Court taken to date
by the  State to  enhance  school  funding  consistent  with the  Supreme  Court
decision.  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 FY $71.1 million for 29 districts
in FY 1995 (including  $29.5 million for one), $87.2 million for 20 districts in
FY 1996  (including  $42.1  million for one),  $113  million for 12 districts in
FY1997  (including $90 million to one for  restructuring  its prior loans),  and
$23.4 million for 10 districts in FY 1998
    

     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
26 cities and villages; for 19 of them the fiscal situation was resolved and the
procedures  terminated (two cities are in preliminary "fiscal watch" status). As
of December 2, 1998, a 1996 school  district  "fiscal  emergency"  provision was
applied to 6 districts, and 10 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.


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     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.

Risk Factors Effecting the Oregon Fund

     The following  information  is a summary of special  factors  affecting the
Oregon Fund.  It does not purport to be a complete  description  and is based in
part on (i) the December 1998 Oregon Economic and Revenue  Forecast  prepared by
the  Oregon  Department  of  Administrative  Services,  and (ii) a June 4,  1998
Official  Statement  prepared by the Oregon State  Department of  Administrative
Services for the issue of Certificates of Participation, 1998 Series A.


     Economic Review and Forecast

     Summary of Recent  Trends.  Oregon's  economy grew very little in the third
quarter.  The state's job growth was below the  national  average for the second
consecutive  quarter.  Employment  growth was the  slowest  in Oregon  since the
1990-91 recession. The state economy is clearly feeling the effects of the Asian
recessions. High technology manufacturing, forest products, and agriculture have
all been slowed by declining exports to Asia.

     The preliminary  estimate for third quarter Oregon job growth is 0.2%. This
compares  with  2.0%  for the U.S.  as a  whole.  Oregon's  personal  income  is
estimated to have grown 4.1% in the third  quarter,  slightly  above the rate of
inflation.  These numbers do not indicate that Oregon's economy is in recession.
However, they do show that the state economy came to a virtual standstill in the
third quarter.

     The state's  economy  has grown over the past year.  Nonfarm  payroll  jobs
increased by 39,600 between  August 1997 and August 1998.  This is a growth rate
of 2.6%.  U.S.  job growth over the same period is 2.7%.  Oregon ranks number 16
among the states in job growth over the past year. Washington and California are
now growing faster than Oregon.  Based on the August data,  Washington ranks 6th
in job growth and California 8th.

     Job growth has slowed among Oregon's major metropolitan areas over the past
year. The exception is Medford.  The Medford  metropolitan area (Jackson County)
added 2,400 jobs between  August 1997 and August 1998.  This is a growth rate of
3.6%.  Medford's job growth rate ranked 42nd among the nation's 286 metropolitan
areas. The Portland  metropolitan area recorded a 2.7% job increase.  Portland's
ranking  among the  metropolitan  areas fell from 37th in August 1997 to 84th in
August  1998.  The Salem and Eugene  metropolitan  areas both had an  employment
increase of 2,300 jobs between August of 1997 and August 1998. Since the size of
these labor  markets is almost  identical,  this resulted in a 1.7% increase for
both metropolitan  areas.  These figures are distorted upward because of the UPS
strike in the base period.

     For 1998 as a whole, Oregon's job growth rate is estimated at 2.6%. This is
about even with the U.S. estimate of 2.5%. This compares with a 3.4% increase in
1997.  Personal income growth is estimated at 5.1% in 1998. After adjustment for
inflation, income growth is estimated to be 4.2%. Inflation adjusted income rose
4.5% in 1997.  Oregon's  economic  slowdown  is rooted  in the  Asian  financial
crisis.  Oregon's largest economic base industries all have strong ties to Asian
markets.  High  technology,  forest products and agriculture  account for 85% of
Oregon  produced goods that are exported.  Total  merchandise  Oregon exports to
Asia  declined  14.3% in the first six months of 1998.  This is roughly equal to
the 15.3% decline in U.S.  exports to Asia. The difference is that Asian exports
are far more  important  to  Oregon's  economy  than they are for the U.S.  as a
whole.  This is the key reason why  Oregon's  growth rate has dropped  below the
U.S. average over the past six months.

     Oregon's  weak  third  quarter  job  performance  was  anticipated  in  the
September  forecast.  The  preliminary  estimate  for job growth is 0.2  percent
annualized  rate.  This is only slightly  below the 0.9%  September  projection.
Manufacturing  declined  at  a  5.3%  rate,  considerably  more  than  the  1.8%
    


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projection.  All non-manufacturing  jobs increased at a 1.3% rate. This compares
with a forecast of 1.4% growth.

     Oregon's  leading high technology  manufacturing  industry  declined in the
third quarter. Hurt by weak Asian markets and general excess capacity,  Oregon's
electronics  industry  reduced  employment  at a 7.3%  annual  rate in the third
quarter.  This is the first  quarterly job loss in this industry since the first
quarter of 1991. High technology jobs overall,  fell at a 7.6% rate in the third
quarter.

     The timber  industry  also posted losses in the third  quarter.  Lumber and
wood products employment  declined at a 9.0% rate.  Employment in Oregon's paper
products industry  decreased at a 9.1% rate. U.S. softwood lumber exports during
the first six months of the year were 41% below a year ago.  Lumber  prices have
declined.  The Random  Lengths  composite  lumber  price index stood at $326 per
thousand feet in September. This compares with $393 in September of 1997.

     Overall manufacturing  declined at a 5.3% annual rate in the third quarter.
This is the worst quarterly job loss for Oregon  manufacturers  since the second
quarter of 1991. Job reductions  went well beyond timber and high  technology to
include  nearly all of the  state's  manufacturing  industries.  The one notable
exception is  transportation  equipment.  Employment  in that industry rose at a
17.1% annual rate in the third quarter.

     The impact of the Asian financial crisis and declining  commodity prices on
agriculture  shows only  indirectly  in the job data.  The biggest  effect is on
farmer's income.  OEA estimates that farm proprietor's net income will fall 7.9%
in 1998.

     Double digit employment gains of the mid-1990's are clearly over.  However,
construction  employment  increased at a 3.3%  seasonally  adjusted  rate in the
third  quarter.  A key reason for  stability in the  construction  sector is the
housing  market.  Low  mortgage  rates  and high  affordability  have  sustained
Oregon's long housing  expansion.  Housing  starts are estimated to total 25,200
for 1998.

     Oregon's  service-producing  sectors  managed  a small  net job gain in the
third quarter. For the service sector as a whole, employment increased at a 1.2%
rate.  The  largest  percentage  increase  occurred  in health  services,  state
government and financial services.  The state's large service sector,  exclusive
of health, added jobs at a 2.7% annual rate.

     Overall trade employment fell slightly. Wholesale trade jobs inched up 0.2%
while retail trade jobs slipped 0.4%.  Third quarter job losses were recorded in
transportation services, communications and utilities, and local government.

    Overview of Short Term Outlook. Oregon's Office of Economic Analysis ("OEA")
expects  Oregon's  economy to remain  weak  through  1999.  A decline in overall
economic  activity is not expected unless the U.S. goes into recession.  Further
job losses are anticipated in the state's export dependent sectors. These losses
will work through the state's economy slowing income growth and job gains in the
service-producing sectors.

     OEA expects the state's 1999  measures of general  economic  activity to be
the weakest since 1991.  Employment growth is projected to be 1.3% for the year.
Personal  income is forecast to rise 4.0%.  U.S. jobs and income are expected to
rise 2.0% and 4.2%, respectively. If this forecast is realized it would mark the
first year since 1985 that Oregon's  economy has grown slower than the U.S. as a
whole.

     The December  forecast  assumes further declines in Oregon exports to Asia.
Asian  economic  recoveries  are not  expected  until  the end of  1999.  Canada
replaced  Japan as the  state's  largest  export  market in the second  quarter.
However,  the  Canadian  economy is also  expected to soften in response to weak
Asian markets and lower natural resource prices.

     Oregon's high technology  sector is in its first downturn since its massive
expansion in the mid-1990's. OEA defines high technology to include electronics,
non-electrical machinery and instruments.  This industry grouping is expected to
reduce  employment  by 3.3% in  1999.  The  largest  industry  in this  
    


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group is electronics.  The  electronics  industry added 16,600 jobs between 1992
and 1997. It is expected to reduce  employment  by 1,600 in 1999.  This is a 4.6
percent decline.

     Weak foreign markets and intense foreign  competition  cloud the short-term
outlook for Oregon's timber industry. Lumber and wood products jobs are expected
to decline 4.3% in 1999. This follows an estimated loss of 3.0% in 1998. A $3.83
billion  board foot  statewide  timber  harvest  is  anticipated  in 1999.  This
compares with an estimated 1998 harvest of $3.89 billion board feet.

     Oregon's construction sector is expected to decline in 1999. This follows a
five-year period of extraordinary growth in construction activity.  Construction
jobs are  projected to fall 2.2% in 1999.  Housing  starts are expected to total
23,100 in 1999. This is a decline of 8.3% from the 1998 estimate.

     Forecast  Changes.  The OEA  December  forecast  calls  for  slightly  less
employment and income growth in Oregon.  Projected 1999  employment is 0.2% less
than the previous forecast. Nominal personal income growth is slightly less than
the previous  forecast.  The level of personal income is considerably less. This
is due to a new  definition  used by the U.S.  Department  of Commerce.  The new
definition excludes capital gains distributions from mutual funds.

     The high  technology  employment  forecast is down  significantly  from the
September  forecast.  The sharper than expected  decline in the third quarter is
the primary reason behind the lower  forecast.  The high  technology  employment
forecast for 1999 is revised down 2,600 or 3.8%.

     OEA has also revised the housing start forecast significantly. The December
forecast  still calls for a decline in housing  activity in 1999.  However,  the
forecast assumes a higher  sustainable  level of housing starts.  This change is
due to the  factors  pushing  up housing  starts at the  national  level.  These
factors are discussed in the national section.  They are high  affordability and
low interest rates,  the tendency  toward second homes and favorable  income tax
law changes.  Potential Oregon homeowners will clearly benefit from low interest
rates.  However,  affordability in Oregon is less than the national average. The
reason is the rapid run-up in home prices throughout the decade.

     Personal  Income  Components.  Oregon wages will get a boost from the third
and final  step of the  minimum  wage  increase  passed  by voters in 1996.  The
minimum wage in Oregon will be $6.50 on January l, 1999.  Despite the  increase,
average wage growth is expected to equal its 1998 pace of 3.7%.

     Manufacturing  wage growth slowed in 1998. Wage growth dropped from 6.8% in
1997 to an  estimated  6.3% in 1998.  Manufacturing  wages are  expected to slow
significantly  in 1999. They are projected to increase 4.0%. A key reason behind
the slowdown is a reduction in worker  bonuses.  Bonuses in the high  technology
sector have boosted Oregon's wage growth in recent years. However, lower profits
among the state's major high tech employers mean smaller bonuses in 1999.

     Service  wage growth is slowing  despite  the  effects of the minimum  wage
increase. Wage growth in the service-producing  sectors slowed from 5.0% in 1997
to an estimated  3.3% in 1998.  The overall  slowdown in the state  economy is a
factor reducing wage growth.  Another factor is the group of industries used for
this calculation. It includes construction.  Construction wages tend to be high.
Rapid  growth in this  sector has pushed up this wage  measure in recent  years.
Construction  employment  flattened in 1998. This will tend to reduce the growth
in this definition of service wages.

     Total wage and salary  income is expected to  increase  5.0% in 1999.  This
compares with estimated growth of 6.4% in 1998.

     Nonfarm  proprietor's  income should grow at a slower rate due to generally
weaker  economic  conditions  in the state.  It is forecast to increase  3.5% in
1999.  This  compares  with  an  estimated   increase  of  6.4%  in  1998.  Farm
proprietor's  income is expected to rise from  depressed  1998  levels.  This is
based on the assumption  that  commodity  prices will firm and begin rising next
year.

     Lower  short-term  interest  rates mean less growth for dividend,  rent and
interest  income.  The net effect of lower  interest  rates is positive  for the
state economy.  However, lower rates reduce income 
    

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growth from  savings.  Retirees are most affected by the income side of changing
interest rates.  Dividend interest and rent income is forecast to rise only 0.9%
in 1999. This follows estimated growth of 2.4% in 1998.

     The slower economy should modestly boost transfer  income growth.  Transfer
payments are projected to increase 5.5% in 1999.  This is up from 3.9% growth in
1998.

     Goods-Producing  Sectors.  Pulled down by declines in high  technology  and
forest products,  Oregon's  manufacturing  sector is likely to contract in 1999.
The December  forecast projects a loss of 4,400 jobs. This is a decline of 1.8%.
Outside  of   high-technology   and  forest  products,   employment  losses  are
anticipated in the metals and food processing industries. Job gains are forecast
for transportation  equipment and instruments.  OEA expects mining employment to
hold steady at 1,800.

     Service-Producing Sector. All of Oregon job growth in 1999 will likely take
place in the state's  service-producing  sectors.  These sectors will respond to
slower but continued growth in consumer spending.

     Payroll employment in the state's trade sector is expected to rise modestly
in 1999.  Retail trade jobs are  projected  to increase  2.0%.  Wholesale  trade
employment growth is pegged at 1.9%.

     Growth in business  services should fuel an increase in the state's service
sector. Service sector employment,  exclusive of health, is forecast to increase
3.0% in 1999.  Health service  employment is expected to grow 2.4%. A decline in
housing  activity  should  slow job  growth  in the  financial  service  sector.
Financial  service  employers are expected to increase payrolls by 1.9% in 1999.
This is down from an estimated 2.4% increase in 1998.

     The state's transportation,  communication and utilities sector is expected
to continue a pattern of very modest growth.  Jobs are projected to rise 0.4% in
1999. This follows growth of 1.5% in 1998.

     OEA anticipates overall government job growth of 2.0% in 1999. Federal jobs
are expected to decline 1.7%.  This would mark the seventh  consecutive  year of
declining  federal  government jobs in Oregon.  State  government is expected to
expand payrolls by 2.0%. Local  government  employment is forecast to rise 2.6%.
The most rapidly growing component of local government is tribal employment.

     Forecast  Risks.  The  primary  risk to the  Oregon  economy  is a national
recession.  Oregon would be especially  hard hit if the national  recession were
caused by  further  deterioration  of the Asian  economies.  A  recession  would
trigger further employment losses across Oregon's manufacturing industries. This
would likely cause a contraction in overall employment in the state.

     Oregon's  economy is also vulnerable to a sharper than expected  decline in
net  in-migration.  Both  Washington  and California are now growing faster than
Oregon.   If  the  gap   increases,   net-migration   into  Oregon   could  drop
significantly.  This would slow growth further in the state's  construction  and
service-producing sectors.

     Extended Outlook. OEA believes Oregon's economic growth rate will move back
above the national  average in 2000. It is expected to remain a relatively  high
growth state through 2005. The key factors  expected to fuel stronger  growth in
2000 are:

     1. Export  rebound.  Asia's  economies are expected to begin  recovering in
     2000. Higher growth rates should return in the 2000 to 2005 period.  Oregon
     exporters will also benefit from the trend toward a lower valued dollar.

     2. Recovery in the semiconductor industry.  Excess capacity in the industry
     should begin to ease by late 1999. A resumption  of growth in Oregon's high
     technology  manufacturing sector is expected to follow. Announced long-term
     investment  plans by major  companies are expected to be carried out during
     the 2000 to 2005 period.  New investment  from suppliers to the industry is
     also anticipated.
    


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     3. Rising commodity  prices.  The slump in agriculture and natural resource
     prices is  expected  to be turning  around by 2000.  This will spur  higher
     income and job growth for Oregon's large  agriculture and natural  resource
     sectors.

     With the  exception  of the  1980's,  Oregon has been a high  growth  state
throughout  most of the post World War II period.  The state has now returned to
roughly the same  proportion  of the U.S.  economy it was in 1979.  OEA believes
that  Oregon's  share of the U.S.  economy  will  grow over the  long-term.  The
state's  advantageous  location,  large high  technology  industry  presence and
skilled labor force are the primary factors leading to this conclusion.

     Oregon has not made up the per capita  income  ground lost  relative to the
national  average in the 1980's.  The state  hovered near the  national  average
until the 1980's. It then fell about 10 % below. It regained roughly half of the
lost ground between 1990 and 1997.  Following a slight  retrenchment in 1998 and
1999, the forecast calls for slow progress toward the national average.

    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. and BC Roofing Co.,
Inc., et al. v. State of Oregon,  et al. Two companion  class actions were filed
in September 1988 by Workers'  Compensation  policyholders  insured by the State
Accident  Insurance Fund  Corporation  ("SAIF").  The plaintiffs  sought damages
based on the Oregon  Legislative  Assembly's  1983  transfer  of $81  million in
surplus  reserves  from the  Industrial  Accident Fund to the State General Fund
under Oregon Laws 1982 (Special  Session 3),  chapter 2. Because both cases were
brought  on behalf of the same  class of  employer-policyholders,  the  combined
maximum  claims in both cases could not exceed $81  million,  plus  interest and
attorney fees.

    On November  19, 1993,  the Oregon  Supreme  Court issued an opinion  ruling
against  the State and  holding  that the State  must  return to the  Industrial
Accident Fund the $81 million that the  legislature  transferred  to the General
Fund. The Supreme Court remanded the case to the trial court to fashion a decree
based on  evidence  of what SAIF would have done with the money if the money had
been  available to SAIF. On remand,  the trial court ordered the State to return
the $81 million to SAIF,  with  interest at the rate  Industrial  Accident  Fund
investments have earned since July 1, 1982. 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 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 Public Employees Retirement System ("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 there is no estimate of the potential impact of liability
under this case 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.
    


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Department of Revenue.

     A recent Oregon Supreme Court opinion in Vogl v. Department of Revenue held
that the  provisions of Oregon Laws 1995,  Chapter 569 (an enactment of the 1995
Legislative  Assembly which  provided a remedy in the form of increased  benefit
payments to affected PERS members)  extends a tax rebate to PERS retirees  that,
under the principle of  intergovernmental  tax immunity,  discriminates  against
federal  retirees.  The  opinion in Vogl  distinguished  its opinion in Ragsdale
based on the different statutory  amendments made by the Legislative Assembly in
1991 and 1995. The opinion also did not order any particular  legislative remedy
for the  discrimination  held  by it to  exist.  It  held  only  that  the  1995
legislative  "fix" was  impermissible.  There is no estimate at this time of the
potential liability of the State to federal retirees based on the Vogl opinion.

     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.  The plaintiffs have appealed the trial court's  decision to the
Ninth Circuit Court of Appeals.

     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 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 will not receive any damages  based upon the
EQC's denial of the permit.

     Young v. State.  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
Legislative  Assembly  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.  The state circuit court for Marion County ruled in favor
of the State on its motion for summary  judgment.  The plaintiffs  have appealed
the decision to the Oregon Court of Appeals.

     Pancorp  Counterclaim.  The State  filed an action  against  its  financial
advisors  related to a guaranty by the Oregon Public  Employees  Retirement Fund
(the  "Fund") of $50  million in bonds  issued by the Port of  Portland  for the
construction of an aircraft maintenance  facility at the Portland airport.  When
the operation of the facility failed,  the Fund paid under the guaranty and took
possession of the facility.  The 
    


                                       85
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State  seeks to recover for the losses  suffered by the Fund from the  financial
advisors.  The defendant advisors have filed a third party complaint against the
Oregon  State  Treasury,  Department  of Justice and Oregon  Investment  Council
seeking recovery of any damages that the defendants may have to pay to the Fund.
If the defendant prevails, liability would probably be imposed against the State
general fund.  Recent  newspaper  reports indicate that this litigation has been
concluded by a settlement pursuant to which little or no damages were imposed on
the State. 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.  The
Department  of  Administrative  Services  is not at  this  time a  party  to any
litigation  which  would have a material  adverse  effect on the  ability of the
State to  appropriate  Available  Funds under the Loan Agreement to pay the 1998
Series A Certificates.

     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.

     Taxation  on Timber  Harvest.  Two cases  have been filed in the Oregon Tax
Court  challenging  the  constitutionality  of the state's  privilege tax on the
harvesting of timber. The state imposes a harvest tax at one rate for timber cut
east of the Cascade  mountains  and imposes a higher rate for timber cut west of
the Cascade  mountains.  Plaintiff  contend (i) that the difference  between the
eastern and western tax rates is unconstitutionally discriminatory and (ii) that
the harvest  privilege  tax is in reality a form of property  tax that should be
subject to constitutional  limits placed on the amount of property taxes. If the
plaintiffs prevail,  the State would be required to refund the  unconstitutional
amount of tax paid from the year in which the complaint was filed to the date of
the decision  declaring the tax  unconstitutional.  The State  estimates that it
would take approximately  three years for both cases to be decided by the Oregon
Tax Court and the Oregon  Supreme Court.  Therefore,  in the event of an adverse
ruling,  the State would be potentially liable for three years of refund. If the
required refund amount were for the entire amount of the tax, initial  estimates
are that the refund amount would range between $34 to $37 million per year.  The
State  believes  it is  unlikely  that the  entire  amount  of the tax  would be
required to be refunded.  If the court declares only the part of the western tax
that exceeds the eastern tax to be unconstitutional,  initial estimates are that
the refund  liability  would range  between $14 to $15 million per year.  If the
court declares the tax subject to the  constitutional  property tax limitations,
initial  estimates are that the refund liability would range between $19 and $21
million per year. The  plaintiffs  are expected to file an amended  complaint in
the near  future,  at which time the State will file an answer in support of the
constitutionality of the tax.

Risk Factors Affecting the South Carolina Fund
    

     The State of South Carolina has the power to issue general obligation bonds
based on the full faith and credit of the State. Political subdivisions are also
empowered to issue general  obligation bonds,  which are backed only by the full
faith and credit of that political subdivision,  and not by the resources of the
State  of  South  Carolina  or  any  other  political   subdivision.   Political
subdivisions  are empowered to levy ad valorem  property  taxes on real property
and  certain  personal  property  to raise  funds  for the  payment  of  general
obligation  bonds.  General  obligation  debt may be incurred  only for a public
purpose  which  is  also  a  corporate  purpose  of  the  applicable   political
subdivision.

     Under Article X of the  Constitution  of the State of South  Carolina,  the
State may  issue  general  obligation  debt  without  either a  referendum  or a
supermajority  of the General  Assembly,  within limits  defined by reference to
anticipated  sources of revenue  for bonds  issued for  particular  purposes.  A
referendum or  supermajority  of the General  Assembly may authorize  additional
general  obligation debt.  Article X further requires the levy and collection of
an ad valorem tax if debt service  payments on general  obligation  debt are not
made.  Under  Article  X of the  Constitution  of the  State of South  Carolina,
political  subdivisions  are  empowered to issue  aggregate  general  obligation
indebtedness  up to 8% of the  assessed  value of  taxable  property  within the
political  subdivision  (exclusive of debt incurred before the effective date of
Article X with respect to such subdivisions) without a referendum.  A referendum
may authorize  additional  general  obligation debt. The ordinance or resolution
authorizing  bonded debt of a political  subdivision  also  directs the levy and
collection of ad valorem  taxes to pay the debt.  In addition,  


                                       86
<PAGE>

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.



                                       87
<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.


                                       88
<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.


                                       89
<PAGE>


                             SELIGMAN
                             --------------
                       MUNICIPAL FUND                    [GRAPHIC OMITTED]
                         SERIES. INC.




                                                            ANNUAL REPORT
                                                          SEPTEMBER 30, 1998

                                                               ---------

                                                               PROVIDING

                                                             INCOME EXEMPT

                                                             FROM REGULAR

                                                                INCOME

                                                                 TAX


                                                               [LOGO]
                                                       J. & W. SELIGMAN & CO.
                                                             INCORPORATED
                                                           ESTABLISHED 1864

<PAGE>

SELIGMAN--TIMES CHANGE...VALUES ENDURE

J. & W.  SELIGMAN  & CO.  INCORPORATED  IS A  FIRM  WITH  A  LONG  TRADITION  OF
INVESTMENT  EXPERTISE,  OFFERING  A BROAD  ARRAY OF  INVESTMENT  CHOICES TO HELP
TODAY'S INVESTORS SEEK THEIR LONG-TERM FINANCIAL GOALS.

TIMES CHANGE...

Established in 1864, Seligman's history of providing financial services has been
marked not by fanfare, but rather by a quiet and firm adherence to financial
prudence. While the world has changed dramatically in the 134 years since
Seligman first opened its doors, the firm has continued to offer its clients
high-quality investment solutions through changing times.

In the late 19th century, as the country grew, Seligman helped finance the
westward expansion of the railroads, the construction of the Panama Canal, and
the launching of urban transit systems. In the first part of the 20th century,
as America became an industrial power, the firm helped fund the growing capital
needs of the nascent automobile and steel industries.

With the formation of Tri-Continental Corporation in 1929 -- today, the nation's
largest diversified publicly-traded closed-end investment company -- Seligman
began shifting its emphasis from investment banking to investment management.
Despite the stock market crash and ensuing depression, Seligman was convinced of
the importance that investment companies could have in building wealth for
individual investors and launched its first mutual fund in 1930.

In the decades that followed, Seligman has continued to offer forward-looking
investment solutions, including funds that focus on technology stocks, municipal
bonds, and international securities.

 ...VALUES ENDURE

Seligman is proud of its distinctive past and of the traditional values that
continue to shape the firm's business decisions and investment judgment. While
much has changed over the years, the firm's commitment to providing prudent
investment management that seeks to build wealth for clients over time is an
enduring value that will guide Seligman into the new millennium.

TABLE OF CONTENTS

To the Shareholders ....................................  1
Interview With Your Portfolio Manager ..................  2
Performance Overview and
  Portfolio Summary ....................................  4
Portfolios of Investments .............................. 18
Statements of Assets and Liabilities ................... 38
Statements of Operations ............................... 40
Statements of Changes in Net Assets .................... 42
Notes to Financial Statements .......................... 46
Financial Highlights ................................... 51
Report of Independent Auditors ......................... 64
Board of Directors ..................................... 65
Executive Officers AND For More Information ............ 66
Glossary of Financial Terms ............................ 67

<PAGE>

TO THE SHAREHOLDERS

Seligman Municipal Fund Series posted strong results for its fiscal year ended
September 30, 1998. Although the growth of the US economy slowed from its record
pace, the expansion continued. Inflation and interest rates reached their lowest
levels in a quarter century, and unemployment was at its lowest level since
1970.

Despite ongoing strength in the US, economic turmoil spread throughout the rest
of the world. The Asian financial crisis worsened, Japan failed to resolve its
banking problems, Russia's economy became chaotic, and economic crises loomed
throughout much of Latin America, particularly in Brazil. Fears of risk in
nearly all types of financial assets drove investors out of the equity markets
and into the relative safety and quality of investments such as US Treasury
bonds, often a haven from a turbulent stock market. This "flight to quality"
helped create a more attractive environment for municipal bonds.

Major factors influencing the market for municipal bonds over the year were the
prolonged Treasury bond rally and heavy issuance of municipal securities.
Municipal bond holders fared well as interest rates generally declined over this
time period. Nonetheless, the performance of the municipal market lagged that of
the Treasury bond market, as investors focused on quality because of concerns
about financial instability. Treasury bond prices rose sharply over the 12-month
period, sending yields significantly lower. At one point in the period, selected
municipal obligations traded at the same yield as Treasuries, even though
municipals offered more favorable tax treatment. Currently, long-term municipal
bonds have not been this attractive, relative to long-term Treasuries, since
1986, when proposed legislation threatened the tax-exempt status of municipal
securities.

Looking ahead, we see the favorable climate for municipal bonds continuing. Low
inflation and a growing economy should serve to protect the value of municipal
investments. Fewer new issues may be entering the market, which could tighten
the supply/demand balance. This could improve overall total rate-of-return
prospects. Also, although the US economy continues to grow, this growth is
slowing, and the global situation is forcing the Federal Reserve into a more
benign strategy on interest rates. The Fed has already cut short-term rates
twice, and we expect more cuts until a semblance of international stability
emerges. Finally, the municipal market's record of safety and stability offers
further appeal to investors in these more troubled times, especially as equity
market volatility continues.

All in all, we feel the investment attractiveness of municipals remains
compelling. In this period of global economic uncertainty and low interest
rates, municipals are an appropriate alternative for those investors with
suitable investment requirements.

As you may know, companies are modifying their computer systems to recognize
dates of January 1, 2000, and beyond. This is often referred to as the "Y2K"
problem. Unless systems are updated, many applications may interpret the last
two digits of the year to mean 1900 instead of 2000. J. & W. Seligman & Co.
Incorporated, the Seligman Investment Companies, and Seligman Data Corp., your
shareholder service agent, have jointly established a team to ensure that your
investment and shareholder services are not disrupted. This team is supported by
consulting firms specializing in Y2K solutions. Substantial work has been
performed to date, and we are confident that when our plans are finalized and
all systems are tested, there will be no disruption in the services provided by
your Fund.

Thank you for your continued support of Seligman Municipal Fund Series. We look
forward to serving your investment needs in the many years to come. A discussion
with your Portfolio Manager, performance overviews, portfolio holdings, and
financial statements follow this letter.

By order of the Board of Directors,

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

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

October 30, 1998

                                       1

<PAGE>

INTERVIEW WITH YOUR PORTFOLIO MANAGER


Q.  WHAT ECONOMIC FACTORS INFLUENCED SELIGMAN MUNICIPAL FUND SERIES IN THE  LAST
    12 MONTHS?

A.  The continuing combination of low inflation, low unemployment, and steady
    economic growth throughout the past 12 months sustained what became one of
    the nation's longest peacetime economic expansions. This contributed to the
    overall improvement of the financial condition of America's states, cities,
    and municipalities. Over the past year, credit rating upgrades significantly
    outnumbered rating downgrades. These upgrades enhanced the overall
    creditworthiness of the municipal marketplace.

    But, by the end of the fiscal year, there was widespread expectation that
    the US may be unable to avoid the economic slowdown that has already gripped
    much of the world. While many economists were calling a recession unlikely,
    the fact that they were including its potential in their forecasts implied
    that the ongoing domestic economic expansion would not continue. In the
    final months of the fiscal year, turmoil in world markets began to
    contribute to a modest slowdown in the pace of US economic growth, and
    prevented an acceleration in the rate of inflation. In September, the
    Federal Reserve Board lowered the federal funds rate by one-quarter of one
    percent. With a warning that growing fear among investors and lenders was
    threatening the nation's economic expansion, the Fed unexpectedly cut
    interest rates again in October, the first time in four and a half years
    that the central bank had changed interest-rate policy outside one of its
    normally scheduled meetings. This unusual timing suggested that the Fed
    believed that the domestic economy is beginning to deteriorate as the
    worldwide financial crisis gains momentum, and that a credit shortage may be
    developing that could further curb growth. Fed officials have hinted that
    more interest-rate reductions will ensue if the global financial turmoil
    escalates. Declining US equity markets reflected these fears, as investors
    sold stocks in favor of the relative safety and quality of US Treasury
    bonds, which are often considered a haven from a volatile stock market.

Q.  WHAT MARKET FACTORS INFLUENCED SELIGMAN MUNICIPAL FUND SERIES IN THE LAST 12
    MONTHS?

A.  Overall, Seligman Municipal Fund Series ended its fiscal year on a positive
    note. During the period, long-term municipal yields fluctuated within a
    narrow range, decreasing by almost one-half of a point. The declining
    interest-rate environment led to rising prices for the majority of holdings
    and competitive performance results for each Series' net asset value.

[GRAPHIC OMITTED]

SELIGMAN MUNICIPAL TEAMS: (FROM LEFT) AUDREY KUCHTYAK, THERESA BARION, DEBRA
McGUINNESS, (SEATED) EILEEN COMERFORD, THOMAS G. MOLES (PORTFOLIO MANAGER)


A TEAM APPROACH SELIGMAN MUNICIPAL FUND SERIES IS MANAGED BY THE SELIGMAN
MUNICIPALS TEAM, HEADED BY THOMAS G. MOLES. MR. MOLES IS ASSISTED IN THE
MANAGEMENT OF THE FUND BY A GROUP OF SEASONED PROFESSIONALS WHO ARE RESPONSIBLE
FOR RESEARCH AND TRADING CONSISTENT WITH THE SERIES' INVESTMENT OBJECTIVE.


                                       2
<PAGE>

INTERVIEW WITH YOUR PORTFOLIO MANAGER
THOMAS G. MOLES

    However, the municipal market underperformed the US Treasury market during
    the 12-month period. The ongoing strength in the economy over the year
    caused the supply of Treasury bonds to shrink, as the federal government
    needed to borrow less after running its first budget surplus in 29 years.
    But, the solid economy and low interest rates caused the supply of municipal
    bonds to grow. The net reduction in Treasury financing and the increasing
    municipal bond issuance was compounded by the increased investor demand for
    Treasuries. These factors caused the decline in Treasury yields to
    significantly outpace the drop in municipal yields. Because of these
    factors, long-term municipal bonds have not been as attractive, relative to
    long-term Treasuries, since 1986, when proposed tax legislation threatened
    the tax-exempt status of municipal securities.

Q.  WHAT WAS YOUR INVESTMENT STRATEGY?

A.  Throughout the 12-month period, the long-term interest rate outlook was
    positive, and Seligman Municipal Fund Series was positioned to benefit from
    the declining interest-rate environment. The Seligman Municipals Team
    engaged in duration-extension trades, selling shorter-term holdings and
    replacing them with long-term, current-coupon bonds. Current-coupon bonds
    have coupon rates that are at or near current market rates. Generally, when
    long-term bond yields decline, the prices appreciate more than those of
    shorter-term bonds.

    During the past 12 months, we also improved the call protection of the
    portfolios. As the bonds within the portfolio mature, older holdings
    approach their optional call dates (a callable bond can be redeemed by the
    issuer, prior to maturity, on specified dates and at predetermined prices).
    Declining interest rates increase the risk that these bonds will be called
    by the issuer. The lower interest-rate environment over the 12-month period
    prompted many municipal issuers to retire outstanding, higher-coupon debt.
    Additionally, as a direct result of the significant increase in refunding
    volume, many of the portfolio's holdings were advance-refunded, which had a
    positive impact on performance. In general, when a municipal bond is
    refunded, total return performance is improved, and the bond's rating is
    often upgraded.

Q.  WHAT IS YOUR OUTLOOK?

A.  Long-term municipal yields have fallen to levels not seen in many years.
    Municipal securities continue to offer a significant yield advantage
    compared to the after-tax returns of other fixed-income investments.
    Further, as the yield spread between municipal and Treasury bonds
    normalizes, municipal market performance should improve, relative to the
    Treasury market. Finally, the municipal market's record of safety and
    stability may become more appealing as volatility persists in the US equity
    markets. Consequently, we remain optimistic about the long-term prospects
    for the municipal bond market, and for Seligman Municipal Fund Series.



                                       3

<PAGE>

PERFORMANCE OVERVIEW AND PORTFOLIO SUMMARY

    The following charts compare a $10,000 hypothetical investment made in each
Series of Seligman Municipal Fund Series Class A shares, with and without the
initial 4.75% maximum sales charge, for the 10-year period ended September 30,
1998, to a $10,000 hypothetical investment made in the Lehman Brothers Municipal
Bond Index (Lehman Index) for the same period. The performance of each Series of
Seligman Municipal Fund Series Class D shares is not shown in the charts but is
included in the table below each chart. It is important to keep in mind that the
Lehman Index does not include any fees or sales charges, and does not reflect
state-specific bond market performance. The table below each chart also includes
relevant portfolio characteristics for each Series.

SELIGMAN NATIONAL MUNICIPAL SERIES

                               [GRAPHIC OMITTED]
              [Table below reflect plotting points for line chart]

DATE                 With Load      Without Load        Lehman**
9/30/88                 9,526            10,000            10,000
                        9,794            10,281            10,185
                        9,885            10,377            10,252
                       10,476            10,998            10,859
9/30/89                10,347            10,862            10,867
                       10,756            11,291            11,284
                       10,684            11,216            11,335
                       10,964            11,510            11,600
9/30/90                10,771            11,307            11,607
                       11,382            11,948            12,107
                       11,578            12,154            12,381
                       11,824            12,412            12,645
9/30/91                12,305            12,917            13,136
                       12,688            13,319            13,578
                       12,657            13,286            13,619
                       13,162            13,816            14,136
9/30/92                13,393            14,059            14,511
                       13,688            14,369            14,775
                       14,381            15,096            15,323
                       14,944            15,688            15,824
9/30/93                15,536            16,309            16,359
                       15,617            16,394            16,588
                       14,336            15,049            15,677
                       14,423            15,141            15,851
9/30/94                14,320            15,033            15,959
                       14,064            14,763            15,729
                       15,224            15,981            16,841
                       15,613            16,390            17,247
9/30/95                15,964            16,758            17,744
                       16,891            17,731            18,475
                       16,524            17,346            18,251
                       16,636            17,464            18,392
9/30/96                17,077            17,926            18,815
                       17,453            18,322            19,295
                       17,355            18,218            19,250
                       18,016            18,912            19,914
9/30/97                18,682            19,611            20,516
                       19,264            20,223            21,072
                       19,493            20,463            21,314
                       19,781            20,765            21,638
9/30/98                20,363            21,376            22,302

The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders.

INVESTMENT RESULTS PER SHARE

TOTAL RETURNS
FOR PERIODS ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                                                           AVERAGE ANNUAL
                                                      ----------------------------------------------------------
                                                                                                  CLASS D
                                          SIX           ONE           FIVE           10       SINCE INCEPTION
                                        MONTHS*        YEAR           YEARS         YEARS         2/1/94
                                      ---------       ------         -------       -------  -------------------
<S>                                     <C>            <C>            <C>           <C>             <C>    
CLASS A**
With Sales Charge                       (0.54)%        3.81%          4.55%         7.37%           n/a
Without Sales Charge                     4.46          9.00           5.56          7.89            n/a

CLASS D**
With 1% CDSC                             2.87          6.76            n/a           n/a            n/a
Without CDSC                             3.87          7.76            n/a           n/a           4.57%
LEHMAN INDEX***                          4.64          8.71           6.40          8.35           6.29++

NET ASSET VALUE                                                  DIVIDEND, CAPITAL GAIN, AND YIELD INFORMATION
                                                                 FOR PERIODS ENDED SEPTEMBER 30, 1998
</TABLE>
<TABLE>
<CAPTION>
                9/30/98       3/31/98       9/30/97                     DIVIDENDS+   CAPITAL GAIN+    SEC YIELD++
                -------       -------       -------                    -----------   --------------- -----------
<S>              <C>           <C>            <C>      <C>               <C>               <C>         <C>

Class A          $8.32         $8.16          $8.01    Class A           $0.394            --          3.86%
Class D           8.31          8.16           8.02    Class D            0.319            --          3.16
</TABLE>

<TABLE>
<CAPTION>
<S>                                   <C>              <C>                           <C>              <C> 
HOLDINGS BY MARKET SECTOR0                             MOODY'S/S&P RATINGS0
Revenue Bonds                          81%             Aaa/AAA           38%         A/A              21%
General Obligation Bonds               19              Aa/AA             29          Baa/BBB          12
</TABLE>
WEIGHTED AVERAGE MATURITY              24.7 years

- ----------
See footnotes on page 16.

                                       4

<PAGE>


PERFORMANCE OVERVIEW AND PORTFOLIO SUMMARY

SELIGMAN COLORADO MUNICIPAL SERIES

                               [GRAPHIC OMITTED]
              [Table below reflect plotting points for line chart]

DATE      With Load    Without Load     Lehman**

9/30/88    9,528          10,000           10,000
                                         
           9,813.95       10,299.64        10,185
           9,917.61       10,408.43        10,252
           10,474.22      10,992.58        10,859
9/30/89    10,452.21      10,969.48        10,867
           10,799.09      11,333.52        11,284
           10,734.07      11,265.29        11,335
           10,984.95      11,528.58        11,600
9/30/90    10,909.81      11,449.72        11,607
           11,344.18      11,905.6         12,107
           11,533.33      12,104.1         12,381
           11,743.36      12,324.51        12,645
9/30/91    12,126.35      12,726.46        13,136
           12,410.18      13,024.34        13,578
           12,382.81      12,995.61        13,619
           12,793.04      13,426.14        14,136
9/30/92    13,065.18      13,711.74        14,511
           13,361.95      14,023.2         14,775
           13,805.63      14,488.84        15,323
           14,248.54      14,953.67        15,824
9/30/93    14,703.19      15,430.82        16,359
           14,846.95      15,581.7         16,588
           14,123.24      14,822.16        15,677
           14,249.19      14,954.35        15,851
9/30/94    14,273.9       14,980.28        15,959
           14,085.74      14,782.8         15,729
           14,979.21      15,720.49        16,841
           15,236.82      15,990.85        17,247
9/30/95    15,495.22      16,262.03        17,744
           16,052.56      16,846.95        18,475
           15,862.52      16,647.51        18,251
           16,025.26      16,818.31        18,392
9/30/96    16,232.1       17,035.38        18,815
           16,596.37      17,417.68        19,295
           16,574.53      17,394.77        19,250
           17,015.93      17,858.01        19,914
9/30/97    17,416.77      18,278.7         20,516
           17,844.68      18,727.78        21,072
           18,034.86      18,927.37        21,314
           18,300.18      19,205.82        21,638
9/30/98    18,814         19,745           22,302


The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders.

INVESTMENT RESULTS PER SHARE

TOTAL RETURNS
FOR PERIODS ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                                                           AVERAGE ANNUAL
                                                      ---------------------------------------------------------
                                                                                                  CLASS D
                                          SIX           ONE           FIVE           10       SINCE INCEPTION
                                        MONTHS*        YEAR           YEARS         YEARS         2/1/94
                                      ---------       ------         -------       -------  -------------------
<S>                                     <C>            <C>            <C>           <C>            <C>

CLASS A**
With Sales Charge                       (0.58)%        2.89%          4.03%         6.52%           n/a
Without Sales Charge                     4.32          8.03           5.05          7.04            n/a

CLASS D**
With 1% CDSC                             2.70          5.90            n/a           n/a            n/a
Without CDSC                             3.70          6.90            n/a           n/a           3.89%
LEHMAN INDEX***                          4.64          8.71           6.40          8.35           6.29++

NET ASSET VALUE                                                  DIVIDEND, CAPITAL GAIN, AND YIELD INFORMATION
                                                                 FOR PERIODS ENDED SEPTEMBER 30, 1998
</TABLE>
<TABLE>
<CAPTION>
                9/30/98       3/31/98       9/30/97                         DIVIDENDS+    CAPITAL GAIN+  SEC YIELD++
                -------       -------       -------                       ------------   --------------- -----------
<S>              <C>           <C>            <C>          <C>               <C>               <C>         <C>
CLASS A          $7.64         $7.50          $7.42        CLASS A           $0.360            --          3.80%
CLASS D           7.63          7.50           7.42        CLASS D            0.291            --          3.09
</TABLE>
<TABLE>
<CAPTION>
HOLDINGS BY MARKET SECTOR0                                 MOODY'S/S&P RATINGS0
<S>                                    <C>                 <C>               <C>
REVENUE BONDS                          81%                 AAA/AAA           49%
GENERAL OBLIGATION BONDS               19                  AA/AA             25
                                                           A/A               12

WEIGHTED AVERAGE MATURITY              21.3 years          Baa/BBB           14
</TABLE>

- ------------
See footnotes on page 16.

                                       5


<PAGE>




PERFORMANCE OVERVIEW AND PORTFOLIO SUMMARY

SELIGMAN GEORGIA MUNICIPAL SERIES

                               [GRAPHIC OMITTED]
              [Table below reflect plotting points for line chart]

DATE        With Load   Without Load    Lehman**
9/30/88      9,530         1,0000          10,000
             9,858.8       1,0345.47       10,185
             9,951         1,0442.11       10,252
             10,539.97     11,060.27       10,859
9/30/89      10,496.44     11,014.6        10,867
             10,832.01     11,366.73       11,284
             10,832.01     11,366.73       11,335
             11,072.38     11,618.96       11,600
9/30/90      11,040.95     11,585.98       11,607
             11,591.31     12,163.51       12,107
             11,803.42     12,386.08       12,381
             12,040.7      12,635.07       12,645
9/30/91      12,509.22     13,126.72       13,136
             12,863.3      13,498.27       13,578
             12,854.83     13,489.38       13,619
             13,378.28     14,039          14,136
9/30/92      13,716        14,392.82       14,511
             14,021.03     14,713.13       14,775
             14,427.52     15,139.68       15,323
             14,915.7      15,651.95       15,824
9/30/93      15,630.27     16,401.79       16,359
             15,732.53     16,509.1        16,588
             14,658.86     15,382.44       15,677
             14,748.93     15,476.96       15,851
9/30/94      14,768        15,496.62       15,959
             14,530.75     15,248          15,729
             15,650.32     16,422.82       16,841
             16,120.93     16,916.67       17,247
9/30/95      16,489.52     17,303.45       17,744
             17,314.63     18,169.3        18,475
             16,958.21     17,795.28       18,251
             17,109.44     17,953.99       18,392
9/30/96      17,571.95     18,439.32       18,815
             17,983.71     18,871.42       19,295
             17,833.25     18,713.54       19,250
             18,519.79     19,433.96       19,914
9/30/97      19,091.39     20,033.77       20,516
             19,605.21     20,572.95       21,072
             19,826.96     20,805.64       21,314
             20,153.91     21,148.73       21,638
9/30/98      20,702        21,724          22,302
                                       
 
The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders.

INVESTMENT RESULTS PER SHARE

TOTAL RETURNS
FOR PERIODS ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                                                   AVERAGE ANNUAL
                                              ----------------------------------------------------------
                                                                                          CLASS D
                                  SIX           ONE           FIVE           10       SINCE INCEPTION
                                MONTHS*        YEAR           YEARS         YEARS         2/1/94
                              ---------       ------         -------       -------   -------------------
<S>                             <C>            <C>            <C>           <C>           <C> 
CLASS A**
With Sales Charge               (0.55)%        3.35%          4.76%         7.55%           n/a
Without Sales Charge             4.41          8.44           5.78          8.07            n/a

CLASS D**
With 1% CDSC                     2.94          6.59            n/a           n/a            n/a
Without CDSC                     3.94          7.59            n/a           n/a           4.90%
LEHMAN INDEX***                  4.64          8.71           6.40          8.35           6.29++

NET ASSET VALUE                                          DIVIDEND, CAPITAL GAIN, AND YIELD INFORMATION
                                                         FOR PERIODS ENDED SEPTEMBER 30, 1998
</TABLE>
<TABLE>
<CAPTION>
                9/30/98       3/31/98       9/30/97                               DIVIDENDS+    CAPITAL GAIN+    SEC YIELD++
                -------       -------       -------                             ------------   --------------- -----------
<S>              <C>           <C>            <C>                <C>               <C>             <C>           <C>
CLASS A          $8.38         $8.21          $8.12              CLASS A           $0.375          $0.032        3.69%
CLASS D           8.40          8.23           8.13              CLASS D            0.301           0.032        2.99
</TABLE>
<TABLE>
<CAPTION>
HOLDINGS BY MARKET SECTOR0                                       MOODY'S/S&P RATINGS0
<S>                                    <C>                       <C>               <C>
Revenue Bonds                          66%                       Aaa/AAA           43%
General Obligation Bonds               34                        Aa/AA             36
                                                                 A/A               18

WEIGHTED AVERAGE MATURITY              18.6 years                Baa/BBB            3
</TABLE>

- --------
See footnotes on page 16.

                                       6

<PAGE>




PERFORMANCE OVERVIEW AND PORTFOLIO SUMMARY

SELIGMAN LOUISIANA MUNICIPAL SERIES


                               [GRAPHIC OMITTED]
              [Table below reflect plotting points for line chart]

DATE        With Load   Without Load   Lehman**
9/30/88      9,523         10,000          10,000
             9,732.81      10,220.08       10,185
             9,848.63      10,341.7        10,252
             10,380.93     10,900.65       10,859
9/30/89      10,383.79     10,903.65       10,867
             10,719.31     11,255.97       11,284
             10,721.19     11,257.94       11,335
             10,984.21     11,534.15       11,600
9/30/90      10,923.82     11,470.73       11,607
             11,455.08     12,028.59       12,107
             11,695.72     12,281.27       12,381
             11,939.1      12,536.84       12,645
9/30/91      12,397.93     13,018.63       13,136
             12,758.92     13,397.71       13,578
             12,744.2      13,382.26       13,619
             13,268.39     13,932.7        14,136
9/30/92      13,529.88     14,207.28       14,511
             13,758.47     14,447.31       14,775
             14,282.07     14,997.13       15,323
             14,713.74     15,450.41       15,824
9/30/93      15,166.51     15,925.85       16,359
             15,333.5      16,101.2        16,588
             14,507.95     15,234.31       15,677
             14,569.92     15,299.39       15,851
9/30/94      14,585.03     15,315.25       15,959
             14,431.18     15,153.69       15,729
             15,379.62     16,149.62       16,841
             15,681.87     16,467.01       17,247
9/30/95      16,086.5      16,891.9        17,744
             16,898.5      17,744.61       18,475
             16,624.27     17,456.58       18,251
             16,677.94     17,512.94       18,392
9/30/96      17,103.45     17,959.75       18,815
             17,488        18,363.56       19,295
             17,469.59     18,344.23       19,250
             18,049.78     18,953.45       19,914
9/30/97      18,500.82     19,427.08       20,516
             18,966.3      19,915.86       21,072
             19,171.91     20,131.77       21,314
             19,408.04     20,379.72       21,638
9/30/98      19,996        20,997          22,302

The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders.

INVESTMENT RESULTS PER SHARE

TOTAL RETURNS
FOR PERIODS ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                                                           AVERAGE ANNUAL
                                                  ----------------------------------------------------------------
                                                                                                  CLASS D
                                          SIX           ONE           FIVE           10       SINCE INCEPTION
                                        MONTHS*        YEAR           YEARS         YEARS         2/1/94
                                      ---------       ------         -------       -------  -------------------
<S>                                     <C>            <C>            <C>           <C>            <C>

CLASS A**
With Sales Charge                       (0.69)%        2.98%          4.66%         7.17%           n/a
Without Sales Charge                     4.30          8.08           5.68          7.70            n/a

Class D**
With 1% CDSC                             2.82          6.11            n/a           n/a            n/a
Without CDSC                             3.82          7.11            n/a           n/a           4.61%
LEHMAN INDEX***                          4.64          8.71           6.40          8.35           6.29++

NET ASSET VALUE                                                  DIVIDEND, CAPITAL GAIN, AND YIELD INFORMATION
                                                                 FOR PERIODS ENDED SEPTEMBER 30, 1998
</TABLE>

<TABLE>
<CAPTION>
                9/30/98       3/31/98       9/30/97                               DIVIDENDS+    CAPITAL GAIN+    SEC YIELD++
                -------       -------       -------                             ------------   --------------- -----------
<S>              <C>           <C>            <C>                <C>               <C>             <C>           <C>  
CLASS A          $8.51         $8.36          $8.28              CLASS A           $0.407          $0.014        3.82%
CLASS D           8.50          8.35           8.27              CLASS D            0.331           0.014        3.11
</TABLE>

<TABLE>
<CAPTION>
HOLDINGS BY MARKET SECTOR0                                       MOODY'S/S&P RATINGS0
<S>                                    <C>                       <C>               <C>
Revenue Bonds                          85%                       Aaa/AAA           78%
General Obligation Bonds               15                        Aa/AA             14
                                                                 Baa/BBB            8
WEIGHTED AVERAGE MATURITY              20.0 years
</TABLE>
- ----------
See footnotes on page 16.

                                       7

<PAGE>




PERFORMANCE OVERVIEW AND PORTFOLIO SUMMARY
SELIGMAN MARYLAND MUNICIPAL SERIES


                               [GRAPHIC OMITTED]
              [Table below reflect plotting points for line chart]

DATE     With Load   Without Load  Lehman**
9/30/88     9,523        10,000       10,000
            9,755        10,243       10,185
            9,871        10,365       10,252
            10,448       10,971       10,859
9/30/89     10,421       10,943       10,867
            10,779       11,318       11,284
            10,752       11,290       11,335
            10,977       11,527       11,600
9/30/90     10,887       11,432       11,607
            11,442       12,015       12,107
            11,630       12,212       12,381
            11,841       12,434       12,645
9/30/91     12,331       12,948       13,136
            12,640       13,272       13,578
            12,681       13,316       13,619
            13,140       13,798       14,136
9/30/92     13,459       14,133       14,511
            13,681       14,366       14,775
            14,188       14,898       15,323
            14,677       15,412       15,824
9/30/93     15,239       16,002       16,359
            15,313       16,080       16,588
            14,503       15,229       15,677
            14,593       15,323       15,851
9/30/94     14,617       15,349       15,959
            14,475       15,200       15,729
            15,482       16,257       16,841
            15,825       16,617       17,247
9/30/95     16,210       17,022       17,744
            16,912       17,759       18,475
            16,620       17,453       18,251
            16,815       17,657       18,392
9/30/96     17,183       18,043       18,815
            17,532       18,410       19,295
            17,417       18,289       19,250
            17,976       18,876       19,914
9/30/97     18,495       19,421       20,516
            18,949       19,898       21,072
            19,179       20,139       21,314
            19,438       20,411       21,638
9/30/98     19,954       20,954       22,302
                                 


The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders.

INVESTMENT RESULTS PER SHARE

TOTAL RETURNS
FOR PERIODS ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                                                           AVERAGE ANNUAL
                                                      ---------------------------------------------------------
                                                                                                  CLASS D
                                          SIX           ONE           FIVE           10       SINCE INCEPTION
                                        MONTHS*        YEAR           YEARS         YEARS         2/1/94
                                      ---------       ------         -------       -------  -------------------
<S>                                     <C>            <C>            <C>           <C>           <C>

CLASS A**
With Sales Charge                       (0.92)%        2.72%          4.52%         7.15%           n/a
Without Sales Charge                     4.04          7.89           5.54          7.68            n/a

Class D**
With 1% CDSC                             2.69          5.91            n/a           n/a            n/a
Without CDSC                             3.69          6.91            n/a           n/a           4.59%
LEHMAN INDEX***                          4.64          8.71           6.40          8.35           6.29++

NET ASSET VALUE                                                  DIVIDEND, CAPITAL GAIN, AND YIELD INFORMATION
                                                                 FOR PERIODS ENDED SEPTEMBER 30, 1998
</TABLE>
<TABLE>
<CAPTION>
                9/30/98       3/31/98       9/30/97                               DIVIDENDS+    CAPITAL GAIN+    SEC YIELD++
                -------       -------       -------                             ------------   --------------- -----------
<S>              <C>           <C>            <C>                <C>               <C>             <C>           <C>  
CLASS A          $8.32         $8.19          $8.14              CLASS A           $0.395          $0.048        3.86%
CLASS D           8.33          8.19           8.15              CLASS D            0.321           0.048        3.15
</TABLE>
<TABLE>
<CAPTION>
HOLDINGS BY MARKET SECTOR0                                       MOODY'S/S&P RATINGS0
<S>                                    <C>                       <C>               <C>
Revenue Bonds                          77%                       Aaa/AAA           43%
General Obligation Bonds               23                        Aa/AA             38
                                                                 A/A               17
WEIGHTED AVERAGE MATURITY              21.8 years                Baa/BBB            2
</TABLE>

- ---------
See footnotes on page 16.

                                       8

<PAGE>




PERFORMANCE OVERVIEW AND PORTFOLIO SUMMARY

SELIGMAN MASSACHUSETTS MUNICIPAL SERIES


                               [GRAPHIC OMITTED]
              [Table below reflect plotting points for line chart]


DATE      With Load      Without Load    Lehman**
9/30/88    9,525           10,000          10,000
           9,716.55        10,201          10,185
           9,765.6         10,252.61       10,252
           10,343.83       10,859.68       10,859
9/30/89    10,304.4        10,818.29       10,867
           10,558.88       11,085.44       11,284
           10,556          11,082.46       11,335
           10,775          11,312.65       11,600
9/30/90    10,560          11,086.62       11,607
           11,130.86       11,685.94       12,107
           11,463.16       12,034.83       12,381
           11,730.29       12,315.27       12,645
9/30/91    12,232.45       12,842.47       13,136
           12,574.71       13,201.8        13,578
           12,645.32       13,275.93       13,619
           13,123.25       13,777.69       14,136
9/30/92    13,425.45       14,094.96       14,511
           13,716.21       14,400          14,775
           14,210          14,918.62       15,323
           14,723.31       15,457.53       15,824
9/30/93    15,194.58       15,952.32       16,359
           15,296.89       16,059.74       16,588
           14,579.3        15,306.38       15,677
           14,698.91       15,431.93       15,851
9/30/94    147,47.79       15,483.25       15,959
           146,18.99       15,348.02       15,729
           15,520          16,294.06       16,841
           15,810.25       16,598.68       17,247
9/30/95    16,160.94       16,966.86       17,744
           16,840.83       17,680.65       18,475
           16,549.23       17,374.51       18,251
           16,726.63       17,560.75       18,392
9/30/96    17,125.04       17,979.03       18,815
           17,537.45       18,412          19,295
           17,399.28       18,266.93       19,250
           17,989.8        18,886.9        19,914
9/30/97    18,514.12       19,437.36       20,516
           19,059.03       20,009.44       21,072
           19,313.65       20,276.76       21,314
           19,612.26       20,590.27       21,638
9/30/98    20,328          21,342          22,302
 

The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders.

INVESTMENT RESULTS PER SHARE

TOTAL RETURNS
FOR PERIODS ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                                                           AVERAGE ANNUAL
                                                  ----------------------------------------------------------------
                                                                                                  CLASS D
                                          SIX           ONE           FIVE           10       SINCE INCEPTION
                                         MONTHS*       YEAR           YEARS         YEARS         2/1/94
                                       ---------      ------         -------       -------  -------------------
<S>                                      <C>           <C>            <C>           <C>            <C> 
CLASS A**
With Sales Charge                        0.26%         4.56%          4.96%         7.35%           n/a
Without Sales Charge                     5.25          9.80           5.99          7.88            n/a

CLASS D**
With 1% CDSC                             3.78          7.68            n/a           n/a            n/a
Without CDSC                             4.78          8.68            n/a           n/a           5.00%
LEHMAN INDEX***                          4.64          8.71           6.40          8.35           6.29++

NET ASSET VALUE                                                  DIVIDEND, CAPITAL GAIN, AND YIELD INFORMATION
                                                                 FOR PERIODS ENDED SEPTEMBER 30, 1998
</TABLE>
<TABLE>
<CAPTION>
                9/30/98       3/31/98       9/30/97                               DIVIDENDS+    CAPITAL GAIN+    SEC YIELD++
                -------       -------       -------                             ------------   --------------- -----------
<S>              <C>           <C>            <C>                <C>               <C>             <C>             <C>
CLASS A          $8.27         $8.04          $7.99              CLASS A           $0.380          $0.094          3.72%
CLASS D           8.26          8.03           7.99              CLASS D            0.307           0.094          3.02
</TABLE>

<TABLE>
<CAPTION>
HOLDINGS BY MARKET SECTOR0                                       MOODY'S/S&P RATINGS0
<S>                                    <C>                       <C>               <C>         <C>              <C>
Revenue Bonds                          88%                       Aaa/AAA           60%         Baa/BBB           5%
General Obligation Bonds               12                        Aa/AA             28          Non-Rated         2
                                                                 A/A                5

WEIGHTED AVERAGE MATURITY              22.5 years
</TABLE>
- ---------
See footnotes on page 16.

                                       9

<PAGE>


PERFORMANCE OVERVIEW AND PORTFOLIO SUMMARY

SELIGMAN MICHIGAN MUNICIPAL SERIES


                               [GRAPHIC OMITTED]
              [Table below reflect plotting points for line chart]


DATE           With Load     Without Load     Lehman**
9/30/88           9,520         10,000            10,000
                  9,762         10,253            10,185
                  9,862         10,359            10,252
                 10,483         11,011            10,859
9/30/89          10,463         10,991            10,867
                 10,807         11,351            11,284
                 10,799         11,343            11,335
                 11,055         11,612            11,600
9/30/90          10,941         11,492            11,607
                 11,439         12,015            12,107
                 11,676         12,265            12,381
                 11,933         12,534            12,645
9/30/91          12,400         13,025            13,136
                 12,813         13,458            13,578
                 12,837         13,484            13,619
                 13,356         14,029            14,136
9/30/92          13,709         14,399            14,511
                 14,006         14,712            14,775
                 14,481         15,210            15,323
                 15,012         15,769            15,824
9/30/93          15,487         16,267            16,359
                 15,614         16,401            16,588
                 14,892         15,642            15,677
                 14,977         15,731            15,851
9/30/94          15,038         15,795            15,959
                 14,859         15,607            15,729
                 15,836         16,634            16,841
                 16,109         16,920            17,247
9/30/95          16,475         17,304            17,744
                 17,204         18,071            18,475
                 16,925         17,778            18,251
                 17,053         17,912            18,392
9/30/96          17,490         18,371            18,815
                 17,846         18,745            19,295
                 17,777         18,673            19,250
                 18,399         19,326            19,914
9/30/97          18,916         19,869            20,516
                 19,404         20,382            21,072
                 19,634         20,623            21,314
                 19,940         20,944            21,638
9/30/98          20,548         21,583            22,302


The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders.

INVESTMENT RESULTS PER SHARE

TOTAL RETURNS
FOR PERIODS ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
                                                                           AVERAGE ANNUAL
                                                      ---------------------------------------------------------
                                                                                                  CLASS D
                                          SIX           ONE           FIVE           10       SINCE INCEPTION
                                         MONTHS*       YEAR           YEARS         YEARS         2/1/94
                                       ---------      ------         -------       -------  -------------------
<S>                                     <C>            <C>            <C>          <C>             <C>        

CLASS A**
With Sales Charge                       (0.31)%        3.45%          4.80%         7.47%           n/a
Without Sales Charge                     4.66          8.63           5.82          8.00            n/a

Class D**
With 1% CDSC                             3.19          6.66            n/a           n/a            n/a
Without CDSC                             4.19          7.66            n/a           n/a           4.76%
Lehman Index***                          4.64          8.71           6.40          8.35           6.29++

NET ASSET VALUE                                                  DIVIDEND, CAPITAL GAIN, AND YIELD INFORMATION
                                                                 FOR PERIODS ENDED SEPTEMBER 30, 1998
</TABLE>
<TABLE>
<CAPTION>
                9/30/98       3/31/98       9/30/97                               DIVIDENDS+    capital gain+    SEC YIELD++
                -------       -------       -------                             ------------   --------------- -----------
<S>              <C>           <C>            <C>                <C>               <C>             <C>           <C>
CLASS A          $8.83         $8.64          $8.60              CLASS A           $0.413          $0.074        3.76%
CLASS D           8.82          8.63           8.59              CLASS D            0.334           0.074        3.06
</TABLE>
<TABLE>
<CAPTION>
HOLDINGS BY MARKET SECTOR0                                       MOODY'S/S&P RATINGS0
<S>                                    <C>                       <C>               <C>
Revenue Bonds                          78%                       Aaa/AAA           56%
General Obligation Bonds               22                        Aa/AA             34
                                                                 A/A               10

WEIGHTED AVERAGE MATURITY              21.7 years
</TABLE>
- ---------
See footnotes on page 16.


                                       10

<PAGE>

PERFORMANCE OVERVIEW AND PORTFOLIO SUMMARY

SELIGMAN MINNESOTA MUNICIPAL SERIES


                               [GRAPHIC OMITTED]
              [Table below reflect plotting points for line chart]


DATE        With Load     Without Load    Lehman**
9/30/88      9,519           10,000          10,000
             9,753.87        10,246.75       10,185
             9,797.9         10,293.04       10,252
             10,387.15       10,912.03       10,859
9/30/89      10,312.42       10,833.52       10,867
             10,718.59       11,260.21       11,284
             10,722          11,263.82       11,335
             10,965.59       11,519.69       11,600
9/30/90      10,909.45       11,460.73       11,607
             11,417.72       11,994.69       12,107
             11,565.86       12,150.3        12,381
             11,779.82       12,375.06       12,645
9/30/91      12,120          12,732.44       13,136
             12,277.28       12,897.67       13,578
             12,407.49       13,034.46       13,619
             12,785.26       13,431.33       14,136
9/30/92      13,054.27       13,713.92       14,511
             13,219.38       13,887.39       14775
             13,762.71       14,458.16       15,323
             14,282.38       15,004.09       15,824
9/30/93      14,759.49       15,505.32       16,359
             15,002.26       15,760.36       16,588
             14,517.49       15,251.1        15,677
             14,620.72       15,359.54       15,851
9/30/94      14,776.66       15,523.36       15,959
             14,621.5        15,360.38       15,729
             15,352.49       16,128.29       16,841
             15,637.43       16,427.63       17,247
9/30/95      15,900.95       16,704.47       17,744
             16,289.3        17,112.44       18,475
             16,095.31       16,908.65       18,251
             16,228.13       17,048.18       18,392
9/30/96      16,535.26       17,370.82       18,815
             16,841.41       17,692.45       19,295
             16,836.9        17,687.71       19,250
             17,239.31       18,110.45       19,914
9/30/97      17,667          18,559.75       20,516
             18,023.44       18,934.2        21,072
             18,194.93       19,114.35       21,314
             18,445.64       19,377.72       21,638
9/30/98      19,023          19,984          22,302


The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders.

INVESTMENT RESULTS PER SHARE

TOTAL RETURNS
FOR PERIODS ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                                                           AVERAGE ANNUAL
                                                  ----------------------------------------------------------------
                                                                                                  CLASS D
                                          SIX           ONE           FIVE           10       SINCE INCEPTION
                                        MONTHS*        YEAR           YEARS         YEARS         2/1/94
                                      ---------       ------         -------       -------  -------------------
<S>                                     <C>            <C>            <C>           <C>            <C>        
CLASS A**
With Sales Charge                       (0.41)%        2.54%          4.19%         6.64%           n/a
Without Sales Charge                     4.55          7.68           5.21          7.17            n/a

CLASS D**
With 1% CDSC                             3.07          5.71            n/a           n/a            n/a
Without CDSC                             4.07          6.71            n/a           n/a           4.01%
LEHMAN INDEX***                          4.64          8.71           6.40          8.35           6.29++

NET ASSET VALUE                                                  DIVIDEND, CAPITAL GAIN, AND YIELD INFORMATION
                                                                 FOR PERIODS ENDED SEPTEMBER 30, 1998
</TABLE>
<TABLE>
<CAPTION>
                9/30/98       3/31/98       9/30/97                               DIVIDENDS+    CAPITAL GAIN+    SEC YIELD++
                -------       -------       -------                             ------------   --------------- -----------
<S>              <C>           <C>            <C>                <C>               <C>             <C>           <C>

CLASS A          $7.98         $7.82          $7.79              CLASS A           $0.381          $0.009        4.01%
CLASS D           7.98          7.82           7.79              CLASS D            0.310           0.009        3.33
</TABLE>
<TABLE>
<CAPTION>
HOLDINGS BY MARKET SECTOR0                                       MOODY'S/S&P RATINGS0
<S>                                    <C>                       <C>              <C>
Revenue Bonds                          49%                       Aaa/AAA           36%
General Obligation Bonds               51                        Aa/AA             44
                                                                 A/A               20

WEIGHTED AVERAGE MATURITY              19.1 years                Caa/CCC           --
</TABLE>

- -----------
See footnotes on page 16.


                                       11

<PAGE>


PERFORMANCE OVERVIEW AND PORTFOLIO SUMMARY

SELIGMAN MISSOURI MUNICIPAL SERIES


                               [GRAPHIC OMITTED]
              [Table below reflect plotting points for line chart]


DATE        With Load       Without Load       Lehman**
9/30/88        9,530            10,000            10,000
               9,840            10,325            10,185
               9,888            10,376            10,252
              10,457            10,973            10,859
9/30/89       10,420            10,933            10,867
              10,769            11,300            11,284
              10,763            11,293            11,335
              11,047            11,592            11,600
9/30/90       10,989            11,531            11,607
              11,515            12,083            12,107
              11,738            12,317            12,381
              12,012            12,605            12,645
9/30/91       12,485            13,100            13,136
              12,824            13,456            13,578
              12,827            13,459            13,619
              13,304            13,960            14,136
9/30/92       13,468            14,131            14,511
              13,754            14,432            14,775
              14,222            14,923            15,323
              14,717            15,442            15,824
9/30/93       15,242            15,993            16,359
              15,322            16,077            16,588
              14,386            15,096            15,677
              14,468            15,182            15,851
9/30/94       14,503            15,218            15,959
              14,354            15,062            15,729
              15,403            16,162            16,841
              15,684            16,458            17,247
9/30/95       16,051            16,842            17,744
              16,787            17,615            18,475
              16,457            17,269            18,251
              16,648            17,468            18,392
9/30/96       17,056            17,897            18,815
              17,410            18,269            19,295
              17,279            18,131            19,250
              17,844            18,724            19,914
9/30/97       18,370            19,275            20,516
              18,817            19,745            21,072
              18,983            19,918            21,314
              19,326            20,279            21,638
9/30/98       19,915            20,897            22,302

The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders.

INVESTMENT RESULTS PER SHARE

TOTAL RETURNS
FOR PERIODS ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
                                                                           AVERAGE ANNUAL
                                                     ----------------------------------------------------------
                                                                                                  CLASS D
                                          SIX           ONE           FIVE           10       SINCE INCEPTION
                                        MONTHS*        YEAR           YEARS         YEARS         2/1/94
                                      ---------       ------         -------       -------  -------------------
<S>                                     <C>            <C>            <C>          <C>             <C>    >
CLASS A**
With Sales Charge                       (0.06)%        3.26%          4.48%         7.13%           n/a
Without Sales Charge                     4.91          8.41           5.49          7.65            n/a

CLASS D**
With 1% CDSC                             3.44          6.45            n/a           n/a            n/a
Without CDSC                             4.44          7.45            n/a           n/a           4.50%
Lehman Index***                          4.64          8.71           6.40          8.35           6.29++

NET ASSET VALUE                                                  DIVIDEND, CAPITAL GAIN, AND YIELD INFORMATION
                                                                 FOR PERIODS ENDED SEPTEMBER 30, 1998
</TABLE>
<TABLE>
<CAPTION>
                9/30/98       3/31/98       9/30/97                               DIVIDENDS+    CAPITAL GAIN+    SEC YIELD++
                -------       -------       -------                             ------------   --------------- -----------
<S>              <C>           <C>            <C>                <C>               <C>             <C>           <C>
CLASS A          $8.03         $7.83          $7.82              CLASS A           $0.361          $0.065        3.74%
CLASS D           8.03          7.83           7.82              CLASS D            0.290           0.065        3.04
</TABLE>

<TABLE>
<CAPTION>
HOLDINGS BY MARKET SECTOR0                                       MOODY'S/S&P RATINGS0
<S>                                    <C>                       <C>               <C>  
Revenue Bonds                          83%                       Aaa/AAA           37%
General Obligation Bonds               17                        Aa/AA             42
                                                                 A/A               19
WEIGHTED AVERAGE MATURITY              20.7 years                Baa/BBB            2
</TABLE>

- ----------
See footnotes on page 16.

                                       12


<PAGE>




PERFORMANCE OVERVIEW AND PORTFOLIO SUMMARY

SELIGMAN NEW YORK MUNICIPAL SERIES


                               [GRAPHIC OMITTED]
              [Table below reflect plotting points for line chart]

DATE           With Load      Without Load      Lehman**
9/30/88        9,522             10,000            10,000
               9,795.85          10,287.58         10,185
               9,831.7           10,325.23         10,252
               10,464.69         10,990            10,859
9/30/89        10,412.17         10,934.85         10,867
               10,715.78         11,253.7          11,284
               10,601.73         11,133.91         11,335
               10,907.95         11,455.51         11,600
9/30/90        10,744.36         11,283.71         11,607
               11,163            11,723.47         12,107
               11,422.33         11,995.71         12,381
               11,717.99         12,306.3          12,645
9/30/91        12,308.64         12,926.51         13,136
               12,673.09         13,309.25         13,578
               12,691.1          13,328.17         13,619
               13,278.24         13,944.8          14,136
9/30/92        13,514.89         14,193.3          14,511
               13,852.61         14,547.99         14,775
               14,494.16         15,221.74         15,323
               15,040.21         15,795.1          15,824
9/30/93        15,576.56         16,358.47         16,359
               15,689.78         16,477.38         16,588
               14,652.19         15,387.71         15,677
               14,751.42         15,491.92         15,851
9/30/94        14,740.09         15,480            15,959
               14,445.54         15,170.66         15,729
               15,619.57         16,403.62         16,841
               15,953.87         16,754.7          17,247
9/30/95        16,351.81         17,172.61         17,744
               17,234.58         18,099.7          18,475
               16,900.48         17,748.83         18,251
               17,042.67         17,898.17         18,392
9/30/96        17,491.31         18,369.32         18,815
               17,895.13         18,793.4          19,295
               17,759.91         18,651.42         19,250
               18,404.4          19,328.24         19,914
9/30/97        19,144.53         20,105.53         20,516
               19,692.39         20,680.88         21,072
               19,950.06         20,951.49         21,314
               20,287.34         21,305.71         21,638
9/30/98        21,061            22,119            22,302
                                                 

The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders.

INVESTMENT RESULTS PER SHARE

TOTAL RETURNS
FOR PERIODS ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                                                           AVERAGE ANNUAL
                                                  ----------------------------------------------------------------
                                                                                                  CLASS D
                                          SIX           ONE           FIVE           10       SINCE INCEPTION
                                         MONTHS*       YEAR           YEARS         YEARS         2/1/94
                                       ---------      ------         -------       -------  -------------------
<S>                                      <C>          <C>             <C>           <C>            <C>

CLASS A**
With Sales Charge                        0.51%         4.83%          5.18%         7.73%           n/a
Without Sales Charge                     5.57         10.02           6.22          8.26            n/a

CLASS D**
With 1% CDSC                             4.09          7.88            n/a           n/a            n/a
Without CDSC                             5.09          8.88            n/a           n/a           5.24%
Lehman Index***                          4.64          8.71           6.40          8.35           6.29++

NET ASSET VALUE                                                  DIVIDEND, CAPITAL GAIN, AND YIELD INFORMATION
                                                                 FOR PERIODS ENDED SEPTEMBER 30, 1998
</TABLE>
<TABLE>
<CAPTION>
                9/30/98       3/31/98       9/30/97                               DIVIDENDS+    CAPITAL GAIN+    SEC YIELD++
                -------       -------       -------                             ------------   --------------- -----------
<S>              <C>           <C>            <C>                <C>               <C>             <C>           <C>
CLASS A          $8.60         $8.34          $8.28              CLASS A           $0.396          $0.083        3.91%
CLASS D           8.60          8.34           8.29              CLASS D            0.320           0.083        3.23
</TABLE>
<TABLE>
<CAPTION>
HOLDINGS BY MARKET SECTOR0                                       MOODY'S/S&P RATINGS0
<S>                                    <C>                       <C>               <C>  
Revenue Bonds                          82%                       Aaa/AAA           63%
General Obligation Bonds               18                        Aa/AA              7
                                                                 A/A               22
WEIGHTED AVERAGE MATURITY              23.4 YEARS                BAA/BBB            8
</TABLE>

- -----------
See footnotes on page 16.

                                       13

<PAGE>

PERFORMANCE OVERVIEW AND PORTFOLIO SUMMARY

SELIGMAN OHIO MUNICIPAL SERIES

                               [GRAPHIC OMITTED]
              [Table below reflect plotting points for line chart]


DATE        With Load    Without Load     Lehman**
9/30/88      9,530         10,000            10,000
             9,754.2       10,234.95         10,185
             9,872.56      10,359.14         10,252
             10,383.6      10,895            10,859
9/30/89      10,349.39     10,859            10,867
             10,723.38     11,251.89         11,284
             10,752.44     11,282.38         11,335
             10,973.43     11,514.26         11,600
9/30/90      10,939.46     11,478.62         11,607
             11,429.34     11,992.63         12,107
             11,642.71     12,216.52         12,381
             11,891.53     12,477.62         12,645
9/30/91      12,356.91     12,965.93         13,136
             12,722.51     13,349.54         13,578
             12,758.09     13,386.87         13,619
             13,258.92     13,912            14,136
9/30/92      13,552.56     14,220.49         14,511
             13,795        14,475            14,775
             14,288.48     14,992.66         15,323
             14,794        15,523.5          15,824
9/30/93      15,289        16,042.54         16,359
             15,400.9      16,159.93         16,588
             14,647.76     15,369.67         15,677
             14,800.84     15,530.2          15,851
9/30/94      14,817.82     15,548            15,959
             14,645.21     15,366.99         15,729
             15,592.5      16,360.98         16,841
             15,903.56     16,687.38         17,247
9/30/95      16,238.7      17,039.04         17,744
             16,875.69     17,707.43         18,475
             16,603.51     17,420.83         18,251
             16,787        17,614            18,392
9/30/96      17,160.31     18,006            18,815
             17,512.51     18,375.63         19,295
             17,432.84     18,292            19,250
             17,952.56     18,837            19,914
9/30/97      18,454.49     19,364            20,516
             18,981.86     19,917            21,072
             19,142.67     20,086            21,314
             19,428.69     20,386            21,638
9/30/98      20,074        21,063            22,302


The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders.

INVESTMENT RESULTS PER SHARE

TOTAL RETURNS
FOR PERIODS ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                                                           AVERAGE ANNUAL
                                                     ----------------------------------------------------------
                                                                                                  CLASS D
                                          SIX           ONE           FIVE           10       SINCE INCEPTION
                                         MONTHS*       YEAR           YEARS         YEARS         2/1/94
                                      ----------      ------         -------       -------  -------------------
<S>                                     <C>            <C>            <C>           <C>             <C>       
CLASS A**
With Sales Charge                       (0.14)%        3.59%          4.57%         7.22%           n/a
Without Sales Charge                     4.86          8.77           5.60          7.73            n/a

CLASS D**
With 1% CDSC                             3.38          6.78            n/a           n/a            n/a
Without CDSC                             4.38          7.78            n/a           n/a           4.67%
LEHMAN INDEX***                          4.64          8.71           6.40          8.35           6.29++

NET ASSET VALUE                                                  DIVIDEND, CAPITAL GAIN, AND YIELD INFORMATION
                                                                 FOR PERIODS ENDED SEPTEMBER 30, 1998
</TABLE>
<TABLE>
<CAPTION>
                9/30/98       3/31/98       9/30/97                               DIVIDENDS+    CAPITAL GAIN+    SEC YIELD++
                -------       -------       -------                             ------------   --------------- -----------
<S>              <C>           <C>            <C>                <C>               <C>             <C>           <C>

CLASS A          $8.37         $8.18          $8.19              CLASS A           $0.403          $0.108        3.83%
CLASS D           8.41          8.22           8.23              CLASS D            0.331           0.108        3.14
</TABLE>
<TABLE>
<CAPTION>
HOLDINGS BY MARKET SECTOR0                                       MOODY'S/S&P RATINGS0
<S>                                    <C>                       <C>               <C>         <C>               <C>
Revenue Bonds                          70%                       Aaa/AAA           77%         Baa/BBB           3%
General Obligation Bonds               30                        Aa/AA             14          Non-Rated         3
                                                                 A/A                3
</TABLE>
WEIGHTED AVERAGE MATURITY              19.8 YEARS

- -----------
See footnotes on page 16.

                                       14

<PAGE>


PERFORMANCE OVERVIEW AND PORTFOLIO SUMMARY

SELIGMAN OREGON MUNICIPAL SERIES

                              [GRAPHIC OMITTED]
              [Table below reflect plotting points for line chart]


DATE           With Load     Without Load       Lehman**
9/30/88        9,526             10,000            10,000
               9,808.05          10,296            10,185
               9,877.56          10,369            10,252
               10,518.28         11,042            10,859
9/30/89        10,473.59         10,995            10,867
               10,832.08         11,371            11,284
               10,789.62         11,326.7          11,335
               11,079.6          11,631            11,600
9/30/90        10,996.06         11,543            11,607
               11,535.49         12,109.7          12,107
               11,774.38         12,360.5          12,381
               12,021.8          12,620            12,645
9/30/91        12,453.6          13,073.5          13,136
               12,783.8          13,420            13,578
               12,824.3          13,462.7          13,619
               13,218.59         13,876.6          14,136
9/30/92        13,493.56         14,165            14,511
               13,777.93         14,463.79         14,775
               14,199            14,905.8          15,323
               14,666.42         15,396.5          15,824
9/30/93        15,141.12         15,894.8          16,359
               15,280            16,040.6          16,588
               14,595.89         15,322            15,677
               14,722.65         15,455.5          15,851
9/30/94        14,781.1          15,516.9          15,959
               14,582.5          15,309            15,729
               15,478.6          16,249            16,841
               15,786.8          16,573            17,247
9/30/95        16,118.9          16,921            17,744
               16,703.7          17,535            18,475
               16,444.8          17,263            18,251
               16,619            17,446.7          18,392
9/30/96        16,968.8          17,813.5          18,815
               17,339.6          18,202.8          19,295
               17,298.4          18,159.6          19,250
               17,837.7          18,725.7          19,914
9/30/97        18,427.3          19,344.7          20,516
               18,908            19,849.7          21,072
               19,126            20,078            21,314
               19,424.5          20,391            21,638
9/30/98        19,990            20,986            22,302
                                                 

The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders.

INVESTMENT RESULTS PER SHARE

TOTAL RETURNS
FOR PERIODS ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
                                                                           AVERAGE ANNUAL
                                                     ----------------------------------------------------------
                                                                                                  CLASS D
                                          SIX           ONE           FIVE           10       SINCE INCEPTION
                                        MONTHS*        YEAR           YEARS         YEARS         2/1/94
                                      ---------       ------         -------       -------  -------------------
<S>                                     <C>            <C>            <C>          <C>             <C>    
CLASS A**
With Sales Charge                       (0.41)%        3.36%          4.70%         7.17%           n/a
Without Sales Charge                     4.52          8.48           5.71          7.69            n/a

CLASS D**
With 1% CDSC                             3.04          6.37            n/a           n/a            n/a
Without CDSC                             4.04          7.37            n/a           n/a           4.72%

LEHMAN INDEX***                          4.64          8.71           6.40          8.35           6.29++

NET ASSET VALUE                                                  DIVIDEND, CAPITAL GAIN, AND YIELD INFORMATION
                                                                 FOR PERIODS ENDED SEPTEMBER 30, 1998
</TABLE>
<TABLE>
<CAPTION>
                9/30/98       3/31/98       9/30/97                               DIVIDENDS+    CAPITAL GAIN+    SEC YIELD++
                -------       -------       -------                             ------------   --------------- -----------
<S>              <C>           <C>            <C>                <C>               <C>             <C>           <C>
CLASS A          $8.05         $7.88          $7.87              CLASS A           $0.363          $0.100        3.73%
CLASS D           8.04          7.87           7.87              CLASS D            0.291           0.100        3.02
</TABLE>
<TABLE>
<CAPTION>
HOLDINGS BY MARKET SECTOR0                                       MOODY'S/S&P RATINGS0
<S>                                    <C>                       <C>               <C>
Revenue Bonds                          61%                       Aaa/AAA           44%
General Obligation Bonds               39                        Aa/AA             29
                                                                 A/A               22
WEIGHTED AVERAGE MATURITY              18.0 years                Baa/BBB            5
</TABLE>

- --------
See footnotes on page 16.

                                       15

<PAGE>




PERFORMANCE OVERVIEW AND PORTFOLIO SUMMARY

SELIGMAN SOUTH CAROLINA MUNICIPAL SERIES

DATE        With Load       Without Load       Lehman**
9/30/88     9,524            10,000              10,000
            9,805.9          10,295.5            10,185
            9,858            10,350              10,252
            10,492           11,016              10,859
9/30/89     10,420.6         10,940.9            10,867
            10,845.8         11,387              11,284
            10,804           11,343.77           11,335
            11,066           11,619              11,600
9/30/90     10,887           11,430.78           11,607
            11,498           12,071.9            12,107
            11,722           12,306.9            12,381
            11,968           12,565.5            12,645
9/30/91     12,406           13,025              13,136
            12,822           13,462              13,578
            12,880           13,523              13,619
            13,369           14,036.7            14,136
9/30/92     13,655.9         14,337.8            14,511
            13,898           14,592              14,775
            14,361.8         15,078.9            15,323
            14,851.7         15,593              15,824
9/30/93     15,366           16,133              16,359
            15,525           16,300              16,588
            14,566           15,293              15,677
            14,653           15,384.7            15,851
9/30/94     14,656           15,388              15,959
            14,484.7         15,207.97           15,729
            15,531.8         16,307              16,841
            15,854.8         16,646.5            17,247
9/30/95     16,223           17,033              17,744
            17,041.7         17,892.6            18,475
            16,714.8         17,549              18,251
            16,894           17,738              18,392
9/30/96     17,329.8         18,195              18,815
            17,711.5         18,595.86           19,295
            17,577.66        18,455              19,250
            18,189           19,097              19,914
9/30/97     18,714           19,648              20,516
            19,255           20,216.8            21,072
            19,455.8         20,427              21,314
            19,738           20,723.8            21,638
9/30/98     20,334           21,349              22,302


[GRAPHIC OMITTED]

The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders.

INVESTMENT RESULTS PER SHARE

TOTAL RETURNS
FOR PERIODS ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                                                           AVERAGE ANNUAL
                                                  ----------------------------------------------------------------
                                                                                                  CLASS D
                                          SIX           ONE           FIVE           10       SINCE INCEPTION
                                        MONTHS*        YEAR           YEARS         YEARS         2/1/94
                                      ---------       ------         -------       -------  -------------------
CLASS A**

<S>                                     <C>            <C>            <C>           <C>                
With Sales Charge                       (0.46)%        3.46%          4.75%         7.36%           n/a
Without Sales Charge                     4.51          8.66           5.76          7.88            n/a
CLASS D**

With 1% CDSC                             3.04          6.68            n/a           n/a            n/a
Without CDSC                             4.04          7.68            n/a           n/a           4.76%

LEHMAN INDEX***                          4.64          8.71           6.40          8.35           6.29++

</TABLE>

<TABLE>
<CAPTION>
NET ASSET VALUE                                                  DIVIDEND, CAPITAL GAIN, AND YIELD INFORMATION
                                                                 FOR PERIODS ENDED SEPTEMBER 30, 1998

                9/30/98       3/31/98       9/30/97                               DIVIDENDS+    CAPITAL GAIN+    SEC YIELD++
                -------       -------       -------                             ------------   --------------- -----------
<S>              <C>           <C>            <C>                <C>               <C>             <C>           <C>
CLASS A          $8.38         $8.21          $8.16              CLASS A           $0.390          $0.074        3.82%
CLASS D           8.38          8.21           8.16              CLASS D            0.315           0.074        3.12

</TABLE>

<TABLE>
<CAPTION>
<S>                                    <C>                       <C>
HOLDINGS BY MARKET SECTOR0                                       MOODY'S/S&P RATINGS0
Revenue Bonds                          94%                       Aaa/AAA           65%
General Obligation Bonds                6                        Aa/AA             12
                                                                 A/A               19
WEIGHTED AVERAGE MATURITY              20.7 YEARS                BAA/BBB            4

</TABLE>


- --------------------
   * Returns for periods of less than one year are not annualized.
  ** Return figures reflect any change in price and assume all distributions
     within the period are invested in additional shares. Returns for Class A
     shares are calculated with and without the effect of the initial 4.75%
     maximum sales charge. Returns for Class D shares are calculated with and
     without the effect of the 1% contingent deferred sales charge ("CDSC"),
     charged on redemptions made within one year of the date after purchase. No
     adjustment was made to the performance of Class A shares for periods prior
     to January 1, 1993, the commencement date for the annual Administration,
     Shareholder Services and Distribution Plan fee of up to 0.25% of average
     daily net assets. The rates of return will vary and the principal value of
     an investment will fluctuate. Shares, if redeemed, may be worth more or
     less than their original cost. A portion of each Series' income may be
     subject to applicable state and local taxes, and any amount may be subject
     to the federal alternative minimum tax. Past performance is not indicative
     of future investment results.
 *** The Lehman Index is an unmanaged index that does not include any fees or
     sales charges, and does not reflect state-specific bond market performance.
     Investors cannot invest directly in an index.
  ++ From 1/31/94.
   + Represents per share amount paid or declared for the year ended September
     30, 1998.

  ++ Current yield, representing the annualized yield for the 30-day period
     ended September 30, 1998, has been computed in accordance with SEC
     regulations and will vary.

   0 Percentages based on current market values of long-term holdings at
     September 30, 1998.


                                       16


<PAGE>















                       THIS PAGE INTENTIONALLY LEFT BLANK.
















                                       17


<PAGE>


PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998


<TABLE>
<CAPTION>
NATIONAL SERIES
                             FACE                                                                   RATINGS+             MARKET
        STATE               AMOUNT                             MUNICIPAL BONDS                     MOODY'S/S&P           VALUE
       --------          -----------                       ----------------------               ---------------      -------------
<S>                       <C>                                                                         <C>            <C>
ALASKA-- 1.4%             $1,500,000  Alaska Housing Finance Corporation Mortgage Rev.,
                                         5 3/4% due 6/1/2024* ................................        Aaa/AAA        $ 1,570,410

CALIFORNIA -- 2.6%         2,500,000  San Joaquin Hills Transportation Corridor Agency Rev.
                                         (Orange County Senior Lien Toll Road), 
                                         6 3/4% due 1/1/2032 .................................        Aaa/AAA          2,852,875

FLORIDA-- 4.6%             5,000,000  Jacksonville Electric Authority (Electric System Rev.),
                                         5.10% due 10/1/2032 .................................        Aa2/AA           5,042,900

ILLINOIS-- 6.6%            3,000,000  Chicago Water Rev., 5 1/2% due 11/1/2022 ...............        Aaa/AAA          3,194,730

                           1,250,000  Illinois Health Facilities Authority Rev. 
                                         (Edward Hospital Project), 6% due 2/15/2019 .........        A2/A+            1,325,438

                           2,500,000  Illinois Health Facilities Authority Rev. (Northwestern
                                         Memorial Hospital), 6% due 8/15/2024 ................        Aa2/AA           2,720,575

KENTUCKY-- 1.9%            1,880,000  Trimble County Pollution Control Rev. (Louisville
                                         Gas & Electric Co. Project), 7 5/8% due 11/1/2020* ..        Aa2/A+           2,043,992

MICHIGAN-- 2.2%            2,250,000  Michigan State Strategic Fund Pollution Control Rev.
                                         (General Motors Corp.), 6.20% due 9/1/2020 ..........        A2/A             2,454,075

MISSOURI-- 4.7%            4,750,000  St. Louis Industrial Development Authority
                                         Pollution Control Rev. (Anheuser-Busch Companies, 
                                         Inc. Project), 5 7/8% due 11/1/2026* ................        A1/A+            5,086,110

NEVADA-- 4.7%              5,000,000  Clark County Industrial Development Rev. (Nevada
                                         Power Company Project), 5.90% due 11/1/2032* ........        NR/BBB-          5,120,150
NEW YORK-- 6.9%            2,500,000  Long Island Power Authority Electric System General Rev.,
                                         5 1/2% due 12/1/2029 ................................        Baa1/A-          2,590,150

                           3,495,000  New York City GOs, 7 1/4% due 8/15/2024 ................        Aaa/A-           3,836,741

                               5,000  New York City GOs, 7 1/4% due 8/15/2024 ................        A3/A-                5,425

                           1,000,000  Trust for Cultural Resources of the City of 
                                         New York Rev. (American Museum of Natural History),
                                         5.65% due 4/1/2027 ..................................        Aaa/AAA          1,077,800

SOUTH                      2,000,000  Oconee County Pollution Control Rev. (Duke Power Company
CAROLINA-- 1.9%                          Project), 7 1/2% due 2/1/2017 .......................        Aa2/AA-          2,082,840

SOUTH                      6,000,000  South Dakota Housing Development Authority Rev.
DAKOTA-- 5.8%                            (Homeownership Mortgage), 6.15% due 5/1/2026* .......        Aa1/AAA          6,286,860

TEXAS-- 18.7%              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          4,013,094

                           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           2,213,880

                           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           2,168,480

                           4,750,000  Potter County Industrial Development Corp. Pollution
                                         Control Rev. (Southwestern Public Service Company 
                                         Project), 5 3/4% due 9/1/2016 .......................        Aaa/AAA          5,215,168

                           2,500,000  San Antonio Electric &Gas Rev., 5 1/2% due 2/1/2020 ....        Aa1/AA           2,623,425

- --------------------
+ 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 Statement.

</TABLE>

                                       18

<PAGE>

PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998


<TABLE>
<CAPTION>
NATIONAL SERIES (CONTINUED)
                             FACE                                                                   RATINGS+             MARKET
        STATE               AMOUNT                             MUNICIPAL BONDS                     MOODY'S/S&P           VALUE
       --------          -----------                       ----------------------               ---------------      -------------
<S>                       <C>                                                                         <C>            <C>
TEXAS (CONTINUED)         $2,495,000  Texas Veterans' Housing Assistance GOs, 
                                         6.80% due 12/1/2023* ................................        Aa2/AA      $    2,700,139

                           1,340,000  Travis County Housing Finance Corporation 
                                         (Single Family Mortgage Rev.), 
                                         6.95% due 10/1/2027 .................................        NR/AAA           1,455,655

UTAH-- 3.7%                4,000,000  Intermountain Power AgencyPower Supply Rev.,
                                         5% due 7/1/2020 .....................................        Aaa/AAA          3,999,680

Virginia-- 9.6%            5,000,000  Fairfax County Industrial Development Authority 
                                         Health Care Rev. (Inova Health System Project), 
                                         6% due 8/15/2026 ....................................        Aa2/AA           5,524,150

                           5,000,000  Pocahontas Parkway Association TollRoad Bonds
                                         (Route 895 Connector), 5 1/2% due 8/15/2028 .........        Baa3/BBB-        5,025,650

Washington-- 12.8%         4,325,000  King County Sewer GOs, 6 1/8% due 1/1/2033 .............        Aaa/AAA          4,798,544

                           3,000,000  Port Seattle Rev., 5 1/2% due 9/1/2021 .................        Aaa/AAA          3,173,100

                           5,520,000  Seattle Water System Rev., 5 5/8% due 8/1/2026 .........        Aaa/AAA          5,983,459

WISCONSIN -- 6.2%          6,000,000  LaCrosse Resource Recovery Rev. (Northern States Power
                                         Company Project), 6% due 11/1/2021* .................        A1/AA-           6,798,120

WYOMING-- 3.9%             4,000,000  Sweetwater County Pollution Control Rev. (Idaho Power
                                         Company Project), 6.05% due 7/15/2026 ...............        A3/A             4,315,280
                                                                                                                    ------------
TOTAL MUNICIPAL BONDS (Cost $99,547,792)-- 98.2% .............................................................       107,298,895

VARIABLE RATE DEMAND NOTES (Cost $700,000)-- 0.6% ............................................................           700,000

OTHER ASSETS LESS LIABILITIES-- 1.2% .........................................................................         1,302,468
                                                                                                                    ------------
NET ASSETS-- 100.0% ..........................................................................................      $109,301,363
                                                                                                                    ============
</TABLE>


<TABLE>
<CAPTION>
COLORADO SERIES

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
<S>              <C>                                                                                  <C>            <C>
 $3,000,000   Adams County, CO Pollution Control Rev. (Public Service Co. of 
                 Colorado Project), 5 7/8% due 4/1/2014 ......................................         Aaa/AAA       $ 3,247,050

  1,000,000   Boulder, Larimer and Weld Counties,CO(Vrain Valley School District), 
                 5% due 12/15/2022 ...........................................................         Aaa/AAA         1,003,890

  3,000,000   Colorado Health Facilities Authority Rev. (North Colorado Medical Center),
                 6% due 5/15/2020 ............................................................         Aaa/AAA         3,275,520

  2,250,000   Colorado Health Facilities Authority Rev. (Sisters of Charity of 
                 Leavenworth Health Services Corporation), 5% due 12/1/2025 ..................         Aaa/AAA         2,243,205

  2,000,000   Colorado Health Facilities Authority Rev. (Catholic Health
                 Initiatives), 5% due 12/1/2028 ..............................................         Aa2/AA          1,978,340

  2,350,000   Colorado Springs, CO Utilities Rev., 53/8% due 11/15/2026 ......................         Aa2/AA          2,450,533

    105,000   Colorado Water Resources & Power Development Authority (Clean Water
                 Bonds Rev.), 6 7/8% due 9/1/2011 ............................................         Aa1/AAA           114,520

  2,000,000   Colorado Water Resources & Power Development Authority (Clean Water 
                 Bonds Rev.), 6% due 9/1/2014 ................................................         Aa1/AAA         2,160,820

- --------------------
+ 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 Statement.

</TABLE>

                                       19

<PAGE>

PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998


<TABLE>
<CAPTION>
COLORADO SERIES

    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 ............................................        Aa1/AAA        $ 1,099,760

  2,000,000   Denver, CO City & County (St. Anthony Hospital Systems Rev.), 7 3/4% 
                 due 5/1/2014 ................................................................        Aaa/AAA          2,070,860

  2,000,000   Denver, CO City &County Department of Aviation Airport System Rev.,
                 5 1/2% due 11/15/2025 .......................................................        Aaa/AAA          2,127,520

  2,000,000   Denver, CO Health and Hospital Authority Healthcare Rev., 
                 5 3/8% due 12/1/2028 ........................................................        Baa2/BBB         2,008,180

  1,985,000   Fort Collins, CO GOs Water Bonds, 6 3/8% due 12/1/2012 .........................        Aa1/AA           2,185,922

  2,500,000   Fort Collins Pollution Control Rev. (Anheuser-Busch Project),
                 6% due 9/1/2031 .............................................................        A1/A+            2,745,700

  1,000,000   Fountain Valley Authority, CO Water Treatment Rev., 6.80% due 12/1/2019 ........        Aa/AA            1,079,580

  1,895,000   Northglenn, CO Joint Water & Wastewater Utility, 6.80% due 12/1/2008 ...........        Aaa/NR           2,150,086

  2,500,000   Platte River Power Authority, CO Power Rev., 6 1/8% due 6/1/2014 ...............        Aa3/A+           2,695,075

  1,655,000   Pueblo County, CO Single Family Mortgage Rev., 7.05% due 11/1/2027 .............        NR/AAA           1,795,510

  2,000,000   Puerto Rico Highway &Transportation Authority Rev., 5 1/2% due 7/1/2036 ........        Baa1/A           2,180,920

  2,000,000   University of Colorado Hospital Authority Rev., 5 1/4% due 11/15/2022 ..........        Aaa/NR           2,043,860

  2,000,000   Virgin Islands Public Finance Authority Rev., 5 1/2% due 10/1/2022 .............        NR/BBB-          2,065,900

  2,000,000   Westminster, CO (Adams & Jefferson Counties) Sales & Use Tax Rev.,
                  7% due 12/1/2008 ...........................................................        Aaa/AAA          2,151,320
                                                                                                                     -----------
TOTAL MUNICIPAL BONDS (Cost $41,613,242)-- 97.7% .................................................................    44,874,071

VARIABLE RATE DEMAND NOTES (Cost $300,000)-- 0.7% ................................................................       300,000

OTHER ASSETS LESS LIABILITIES-- 1.6% .............................................................................       753,088
                                                                                                                     -----------
NET ASSETS-- 100.0% ..............................................................................................   $45,927,159
                                                                                                                     ===========

- --------------------
+ 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 Statement.

</TABLE>

GEORGIA SERIES

<TABLE>
<CAPTION>

GEORGIA SERIES

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>              <C>                                                                                  <C>            <C>
 $2,500,000   Atlanta, GA Water & Sewer Rev., 5 1/4% due 1/1/2027 ............................        Aaa/AAA        $ 2,573,725
 
  1,000,000   Cartersville, GA Development Authority Rev. Water & Wastewater Facilities
                 (Anheuser-Busch), 7.40% due 11/1/2010* ......................................        A1/A+            1,265,020

  2,000,000   Cartersville, GA Development Authority Rev. Water & Wastewater Facilities
                 (Anheuser-Busch), 6 3/4% Due 2/1/2012* ......................................        A1/A+            2,196,880

  3,000,000   Chatham County, GA School District GOs, 5 1/2% due 8/1/2020 ....................        Aaa/AAA          3,140,520

  2,000,000   Columbia County, GA School District GOs, 6 1/4% due 4/1/2013 ...................        Aaa/AAA          2,240,860

  1,000,000   DeKalb County, GA GOs, 5 1/4% due 1/1/2020 .....................................        Aa1/AA+          1,025,980

  1,000,000   DeKalb County, GA Water & Sewerage Rev., 7% due 10/1/2014 ......................        Aaa/AA           1,083,650

  2,000,000   DeKalb County, GA Water & Sewerage Rev., 5 1/4% due 10/1/2023 ..................        Aa/AA            2,045,820

    700,000   DeKalb Private Hospital Authority, GA Rev. (Emory University Project),
                 6 3/4% due 4/1/2017 .........................................................        Aa1/AA             764,246

    300,000   DeKalb Private Hospital Authority, GA Rev. (Emory University Project), 
                 7% due 4/1/2021 .............................................................        Aa1/AA             329,235

  1,000,000   Fayette County, GA School District GOs, 6 1/8% due 3/1/2015 ....................        Aa/A+            1,107,340

  1,000,000   Fulco Hospital Authority HealthSystem Rev. (Catholic Health East), 
                 5% due 11/15/2028 ...........................................................        Aaa/AAA            996,850

- --------------------
+ 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 Statement.

</TABLE>


                                       20
<PAGE>


PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998


<TABLE>
<CAPTION>
GEORGIA SERIES (CONTINUED)

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                      <C>           <C>
 $3,000,000   Fulton County, GA School District GOs, 5 5/8% due 1/1/2021 .....................         Aa2/AA        $ 3,293,940

  2,250,000   Georgia Housing & Finance Authority Rev. (Single Family Mortgage),
                 5 1/4% due 12/1/2020 ........................................................         Aa2/AAA         2,287,440

  2,500,000   Georgia Municipal Gas Authority Rev. (Southern Storage Gas Project),
                 6.40% due 7/1/2014 ..........................................................         NR/A-           2,732,200

  1,000,000   Georgia State GOs, 5 3/4% due 2/1/2011 .........................................         Aaa/AAA         1,062,310

  1,750,000   Glynn-Brunswick Memorial Hospital Authority Rev. (Southeast Georgia Health
                 Systems Project), 6% due 8/1/2016 ...........................................         Aaa/AAA         1,927,958

  1,000,000   Gwinnett County, GA School District GOs, 6.40% due 2/1/2012 ....................         Aa1/AA+         1,201,200

  1,500,000   Henry County School District, GA GOs, 6.45% due 8/1/2011 .......................         A1/A+           1,789,710

    500,000   Metropolitan Atlanta Rapid Transit Authority, GA Sales Tax Rev.,
                 6 1/4% due 7/1/2018 .........................................................         A1/A+             586,585

  2,000,000   Monroe County, GA Development Authority Pollution Control Rev. (Georgia Power
                 Company Plant-- Scherer Project), 6% due 7/1/2025 ...........................         Aaa/AAA         2,110,880

  2,500,000   Peachtree City, GA Water &Sewerage Authority Sewer System Rev.,
                 5.60% due 3/1/2027 ..........................................................         Aa3/AA          2,707,150

  2,000,000   Private Colleges & Universities Authority, GA (Spelman College Project),
                 6.20% due 6/1/2014 ..........................................................         Aaa/AAA         2,241,120

  1,500,000   Private Colleges & Universities Authority, GA (Mercer University Project),
                 6 1/2% due 11/1/2015 ........................................................         Aaa/AAA         1,832,625

  3,000,000   Private Colleges & Universities Authority, GA (Agnes Scott College Project),
                 5 5/8% due 6/1/2023 .........................................................         Aa3/AA-         3,184,020

  1,500,000   Puerto Rico Highway & Transportation Authority Rev., 5 1/2% due 7/1/2026 .......         Baa1/A          1,580,895

  2,000,000   Savannah, GA Airport Rev., 6 1/4% due 1/1/2015* ................................         Aaa/AAA         2,167,800
                                                                                                                     -----------
TOTAL MUNICIPAL BONDS (Cost $44,875,862)-- 96.6% ..............................................................       49,475,959

VARIABLE RATE DEMAND NOTES (Cost $1,000,000)-- 1.9% ...........................................................        1,000,000

OTHER ASSETS LESS LIABILITIES-- 1.5% ..........................................................................          757,327
                                                                                                                     -----------
NET ASSETS-- 100.0% ...........................................................................................      $51,233,286
                                                                                                                     ===========
- --------------------
+ 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 Statement.

</TABLE>


                                       21

<PAGE>

PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
LOUISIANA SERIES

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                      <C>           <C>
 $3,000,000   Bastrop, LA Industrial Development Board Pollution Control Rev. 
                 (International Paper Company Project), 6.90% due 3/1/2007 ...................         A3/BBB+       $ 3,299,850

  2,500,000   Calcasieu Parish, LA Industrial Development Board (Conoco Inc. Project),
                 5 3/4% due 12/1/2026* .......................................................         Aa3/AA-         2,679,225

  2,120,000   East Baton Rouge Parish, LA Mortgage Finance Authority (Single 
                 Family Mortgage Rev.), 5.40% due 10/1/2025 ..................................         Aaa/NR          2,154,556

  3,000,000   East Baton Rouge Parish, LA Public Improvement Sales & Use Tax Rev.,
                 5.90% due 2/1/2018 ..........................................................         Aaa/AAA         3,245,070

  2,000,000   Houma, LA Utilities Rev., 6 1/4% due 1/1/2012 ..................................         Aaa/AAA         2,170,360

  2,000,000   Jefferson Parish, LA Home Mortgage Authority (Single Family Mortgage Rev.),
                 6% due 12/1/2024* ...........................................................         Aa/NR           2,078,800

  2,500,000   Lafayette, LA Public Improvement Sales Tax, 5% due 5/1/2021 ....................         Aaa/AAA         2,507,700

  2,495,000   Louisiana Housing Finance Agency Mortgage Rev. (Single Family),
                 6.45% due 6/1/2027* .........................................................         Aaa/AAA         2,663,612

  2,500,000   Louisiana Public Facilities Authority Hospital Rev. (Franciscan
                 Missionaries of Our Lady HealthSystem Project), 5% due 7/1/2025 .............         Aaa/AAA         2,488,850

  2,500,000   Louisiana Public Facilities Authority Rev. (Loyola University Project),
                 5 5/8% due 10/1/2016 ........................................................         Aaa/AAA         2,723,825

  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+         2,615,450

  3,000,000   Louisiana Public Facilities Authority Rev. (Tulane University), 
                 5 3/4% due 2/15/2021 ........................................................         Aaa/AAA         3,204,300

  1,500,000   Louisiana State GOs, 5% due 4/15/2018 ..........................................         Aaa/AAA         1,514,385

  2,000,000   Louisiana State University & Agricultural & Mechanical College
                 Auxiliary Rev., 5 3/4% Due 7/1/2014 .........................................         AAA/AAA         2,164,780

  2,500,000   Ouachita Parish, LA Hospital Service District Rev. (Glenwood
                 Regional Medical Center), 5 3/4% due 5/15/2021 ..............................         Aaa/AAA         2,718,875

    190,000   Ouachita Parish, LA Industrial Development Rev. (International 
                 Paper Company), 6 1/2% due 4/1/2006 .........................................         NR/NR             190,215

  2,500,000   Saint Bernard Parish, LA Exempt Facility Rev. (Mobil Oil 
                 Corporation Project), 5.90% due 11/1/2026* ..................................         Aa2/AA          2,742,975

  1,250,000   Saint Charles Parish, LA Environmental Improvement Rev. (Louisiana
                 Power and Light Company Project), 6.20% due 5/1/2023* .......................         Baa2/BBB        1,316,563

  2,960,000   Saint Charles Parish, LA Waterworks & Wastewater District Utility Rev.,
                 7.15% due 7/1/2016 ..........................................................         Aaa/AAA         3,257,687

  2,500,000   Shreveport, LA Airport System Rev., 5 3/8% due 1/1/2024* .......................         Aaa/AAA         2,562,425

  1,555,000   Shreveport, LA GOs, 7 1/2% due 4/1/2006 ........................................         Aaa/AAA         1,704,949

- --------------------
+ 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 Statement.

</TABLE>

                                       22

<PAGE>

PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998


<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       $ 2,454,034

  2,500,000   Tangipahoa Parish, LA Hospital Service District No. 1 Rev. 
                 (Northoaks Medical Center), 6 1/4% due 2/1/2024 .............................         Aaa/AAA         2,774,975
                                                                                                                     -----------
TOTAL MUNICIPAL BONDS (Cost $50,964,493)-- 96.7% .............................................................        55,233,461

VARIABLE RATE DEMAND NOTES (Cost $800,000)-- 1.4% ............................................................           800,000

OTHER ASSETS LESS LIABILITIES-- 1.9% .........................................................................         1,111,191
                                                                                                                     -----------
NET ASSETS-- 100.0% ..........................................................................................       $57,144,652
                                                                                                                     ===========
</TABLE>


<TABLE>
<CAPTION>

MARYLAND SERIES

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                      <C>           <C>
 $1,340,000   Anne Arundel County, MD GOs, 5 1/8% due 2/1/2026 ...............................         Aa2/AA+       $ 1,369,641

  1,340,000   Anne Arundel County, MDGOs, 5 1/8% due 2/1/2027 ................................         Aa2/AA+         1,369,641

  3,000,000   Anne Arundel County, MD Pollution Control Rev. (Baltimore Gas and Electric
                 Company Project), 6% due 4/1/2024 ...........................................         A2/A            3,245,820

  2,000,000   Baltimore, MD Consolidated Public Improvement GOs, 6 3/8% due 10/15/2006 .......         Aaa/AAA         2,326,840

  2,500,000   Baltimore, MD Port Facilities Rev. (Consolidated Coal Sales Co. Project),
                 6 1/2% due 10/1/2011 ........................................................         Aa3/AA-         2,753,775

  2,000,000   Baltimore, MD Project and Refunding Rev. (Water Projects), 5 1/2% due 7/1/2026 .         Aaa/AAA         2,123,440

  2,000,000   Howard County, MD Metropolitan District Project GOs, 5 1/2% due 8/15/2022 ......         Aaa/AAA         2,083,420

  2,000,000   Maryland Community Development Administration Dept. of Housing & Community
                 Development (Multi-Family Housing), 7.70% due 5/15/2020* ....................         Aa/NR           2,132,080

  2,465,000   Maryland Community Development Administration Dept. of Housing & Community
                 Development (Single Family Program), 6.80% due 4/1/2024* ....................         Aa2/NR          2,649,333

  2,500,000   Maryland Community Development Administration Dept. of Housing & Community
                 Development (Residential Rev.), 5 7/8% due 9/1/2025* ........................         Aa2/NR          2,628,150

  2,500,000   Maryland Community Development Administration Dept. of Housing & Community
                 Development (Multi-Family Housing), 6.70% due 5/15/2027 .....................         Aa/NR           2,683,525

  2,710,000   Maryland Health & Higher Educational Facilities Authority Rev. 
                 (Good Samaritan Hospital), 5 3/4% due 7/1/2019 ..............................         A1/A            2,881,543

  2,000,000   Maryland Health & Higher Educational Facilities Authority Rev. 
                 (Suburban Hospital), 5 1/8% due 7/1/2021 ....................................         A1/A+           2,007,200

  2,750,000   Maryland Health & Higher Educational Facilities Authority Rev. 
                 (Ann Arundel Medical Center), 5% due 7/1/2023 ...............................         Aaa/AAA         2,751,347

  2,500,000   Maryland Health & Higher Educational Facilities Authority Rev. 
                 (Francis Scott Key Medical Center), 5% due 7/1/2023 .........................         Aaa/AAA         2,501,225

  2,000,000   Maryland Health &Higher Educational Facilities Authority Rev. 
                 (Mercy Medical Center), 5 3/4% due 7/1/2026 .................................         Aaa/AAA         2,164,220

- --------------------
+ 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 Statement.

</TABLE>

                                       23

<PAGE>


PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998


<TABLE>
<CAPTION>

MARYLAND SERIES (CONTINUED)

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                      <C>           <C>
 $1,500,000   Maryland Health &Higher Education Facilities Authority Rev. 
                 (Anne Arundel Medical Center), 5 1/8% due 7/1/2028 ..........................         Aaa/AAA       $ 1,516,395

  1,000,000   Maryland National Capital Park & Planning Commission GOs (Prince 
                 George's County), 6.90% due 7/1/2010 ........................................         Aa2/AA          1,074,350

  2,000,000   Maryland Transportation Authority Rev. (Baltimore/Washington International
                 Airport Project), 6 1/4% due 7/1/2014* ......................................         Aaa/AAA         2,212,920

  2,000,000   Maryland Transportation Authority Rev. Transportation Facilities Projects,
                 5 3/4% due 7/1/2015 .........................................................         A1/A+           2,093,720

  1,000,000   Maryland Water Quality Financing Administration Revolving Loan Fund Rev.,
                 6.70% due 9/1/2013 ..........................................................         Aaa/AAA         1,102,080

  1,000,000   Maryland Water Quality Financing Administration Revolving Loan Fund Rev.,
                 7.10% due 9/1/2013 ..........................................................         Aaa/AAA         1,112,650

    440,000   Montgomery County, MD Housing Opportunities Commission (Single Family
                 Mortgage Rev.), 7 3/8% due 7/1/2017 .........................................         Aa2/NR            455,140

  1,500,000   Montgomery County, MD Housing Opportunities Commission Rev.,
                 6.20% due 7/1/2026* .........................................................         Aa2/NR          1,605,180

  2,000,000   Northeast Maryland Waste Disposal Authority Solid Waste Rev.
                 (Montgomery County Resource Recovery Project),
                 6.30% due 7/1/2016* .........................................................         A2/NR           2,162,320

  1,000,000   Puerto Rico Highway &Transportation Authority Rev., 5 1/2% due 7/1/2036 ........         Baa1/A          1,090,460

     35,000   Puerto Rico Housing Finance Corporation (Single Family Mortgage Rev. 
                 Portfolio 1), 7.80% due 10/15/2021 ..........................................         Aaa/AAA            35,724

    630,000   Puerto RicoHousing Finance Corporation (Single Family Mortgage Rev.
                 Portfolio 1-C), 6.85% due 10/15/2023 ........................................         Aaa/AAA           674,900

  2,000,000   Washington Suburban Sanitary District, MD, 6 1/2% due 1/1/2016 .................         Aa1/AA          2,185,460
                                                                                                                     -----------
TOTAL MUNICIPAL BONDS (Cost $50,569,450)-- 94.8% ..............................................................       54,992,499

VARIABLE RATE DEMAND NOTES (Cost $2,200,000)-- 3.8% ...........................................................        2,200,000

OTHER ASSETS LESS LIABILITIES-- 1.4% ..........................................................................          826,114
                                                                                                                     -----------
NET ASSETS-- 100.0% ...........................................................................................      $58,018,613
                                                                                                                     ===========
</TABLE>

<TABLE>
<CAPTION>

MASSACHUSETTS SERIES

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                      <C>           <C>
 $5,000,000   Boston, MA Water & Sewer Commission General Rev., 5 1/4% due 11/1/2019 .........         A1/A+     $ 5,300,250

  3,000,000   Boston, MA Water & Sewer Commission General Rev., 7.10% due 11/1/2019 ..........         Aaa/AAA     3,175,950

  5,000,000   Massachusetts Bay Transportation Authority General Transportation System Rev.,
                 5 5/8% due 3/1/2026 .........................................................         Aa3/AA-     5,557,650

  1,155,000   Massachusetts Education Loan Authority Education Loan Rev., 8% due 6/1/2002 ....         NR/AAA      1,168,848

  3,000,000   Massachusetts Health & Educational Facilities Authority Rev. (Daughters of Charity
                 National Health Systems-- Carney Hospital), 6% due 7/1/2009 .................         Aa2/AA+     3,320,460

  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+     2,741,925

- --------------------
+ 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 Statement.

</TABLE>

                                       24

<PAGE>


<TABLE>
<CAPTION>


MASSACHUSETTS SERIES (CONTINUED)

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                      <C>           <C>
 $5,000,000   Massachusetts Health & Educational Facilities Authority Rev. 
                 (Newton-Wellesley Hospital), 6% due 7/1/2018 ................................         Aaa/AAA       $ 5,509,300

  3,500,000   Massachusetts Health & Educational Facilities Authority Rev. 
                 (Williams College), 5 3/4% due 7/1/2019 .....................................         Aa1/AA+         3,798,620

  2,500,000   Massachusetts Health & Educational Facilities Authority Rev.
                 (Suffolk University), 8 1/8% due 7/1/2020 ...................................         NR/NR           2,721,025

  5,100,000   Massachusetts Health & Educational Facilities Authority Rev.
                 (SmithCollege), 5 3/4% due 7/1/2024 .........................................         Aa2/AA-         5,455,521

  5,000,000   Massachusetts Health & Educational Facilities Authority Rev. 
                 (Partners Healthcare System), 5 3/8% due 7/1/2024 ...........................         Aaa/AAA         5,187,800

  7,500,000   Massachusetts Health & Educational Facilities Authority Rev. 
                 (Harvard University),    5 5/8% Due 11/1/2028 ...............................         AAA/AAA         8,135,250

  5,000,000   Massachusetts Health & Educational Facilities Authority Rev.
                 (Catholic Health East Health System), 5% due 11/15/2028 .....................         Aaa/AAA         4,984,250

  5,250,000   Massachusetts Housing Finance Agency Rev. (Single Family Housing),
                 5 1/2% due 12/1/2030* .......................................................         Aaa/AAA         5,459,790

  2,000,000   Massachusetts Industrial Finance Agency Electric Utility Rev.
                 (Nantucket Electric Company Project), 5 7/8% due 7/1/2017* ..................         Aaa/AAA         2,187,160

  3,500,000   Massachusetts Industrial Finance Agency Rev. (Phillips Academy), 
                 5 3/8% due 9/1/2023 .........................................................         Aa1/AA+         3,687,425

  3,000,000   Massachusetts Industrial Finance Agency Rev. (College of the Holy Cross),
                 5 5/8% due 3/1/2026 .........................................................         Aaa/AAA         3,225,660

  3,000,000   Massachusetts Industrial Finance Agency Rev. (Suffolk University), 
                 5 1/4% due 7/1/2027 .........................................................         Aaa/AAA         3,091,770

  3,000,000   Massachusetts Port Authority Special Facilities Rev. (BOSFUELProject),
                 5 3/4% due 7/1/2039* ........................................................         Aaa/AAA         3,205,740

  1,500,000   Massachusetts Special Obligation Rev. (Highway Improvement Loan),
                 5.80% due 6/1/2014 ..........................................................         Aa3/AA          1,656,480

  5,000,000   Massachusetts State Consolidated Loan GOs, 5 1/8% due 11/1/2013 ................         Aaa/AAA         5,221,600

  2,400,000   Massachusetts State Port Authority Rev., 5% due 7/1/2023 .......................         Aa3/AA-         2,405,760

  2,000,000   Massachusetts State Port Authority Rev., 5% due 7/1/2028* ......................         Aa3/AA-         1,978,460

  5,000,000   Massachusetts Water Pollution Abatement Trust Pool Loan Program,
                 5 5/8% due 2/1/2016 .........................................................         Aaa/AAA         5,414,300

  5,500,000   Massachusetts Water Resources Authority General Rev., 
                 5.60% due 11/1/2026 .........................................................         Aaa/AAA         5,894,185

    730,000   Puerto Rico Electric Power Authority Power Rev.,
                 7 1/8% due 7/1/2014 .........................................................         Baa1/BBB+         760,441

  4,000,000   Puerto Rico Highway & Transportation Authority Rev., 
                 5 1/2% due 7/1/2036 .........................................................         Baa1/A          4,361,840

  2,750,000   Puerto Rico Port Authority Rev., 6% due 7/1/2021* ..............................         Aaa/AAA         2,886,703
                                                                                                                    ------------
TOTAL MUNICIPAL BONDS (Cost $99,244,542)-- 97.9% ...............................................................     108,494,163

VARIABLE RATE DEMAND NOTES (Cost $900,000)-- 0.8% ..............................................................         900,000

OTHER ASSETS LESS LIABILITIES-- 1.3% ...........................................................................       1,401,953
                                                                                                                    ------------
NET ASSETS-- 100.0% ............................................................................................    $110,796,116
                                                                                                                    ============
- --------------------
+ 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 Statement.

</TABLE>

                                       25

<PAGE>


PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998

<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        $ 5,503,950

  5,000,000   Detroit, MI GOs, 5 1/2% due 4/1/2016 ...........................................        Aaa/AAA          5,315,550

  6,000,000   Detroit, MI Water Supply System Rev., 6 1/4% due 7/1/2012 ......................        Aaa/AAA          6,602,280

  3,000,000   Grand Haven, MI Electric System Rev., 5 1/4% due 7/1/2013 ......................        Aaa/AAA          3,122,460

  5,000,000   Grand Rapids, MI Water Supply System Rev., 5 3/4% due 1/1/2018 .................        Aaa/AAA          5,120,250

  1,000,000   Grand Traverse County, MI Hospital Finance Authority (Munson Healthcare
                 Obligated Group), 6 1/4% due 7/1/2012 .......................................        Aaa/AAA          1,090,080

  1,500,000   Grand Traverse County, MI Hospital Finance Authority (Munson Healthcare
                 Obligated Group), 6 1/4% due 7/1/2022 .......................................        Aaa/AAA          1,636,215

  2,000,000   Grand Traverse County, MI Hospital Finance Authority (Munson Healthcare
                 Obligated Group), 5% due 7/1/2028 ...........................................        Aaa/NR           1,984,540

  2,500,000   Kalamazoo, MI Hospital Finance Authority Rev. (Bronson Methodist
                 Hospital), 5 1/2% due 5/15/2028 .............................................        Aaa/NR           2,635,450

  5,000,000   Kent County, MI Airport Rev., 6.10% due 1/1/2025* ..............................        Aa/AAA           5,521,550

  1,850,000   Kent County, MI Airport Rev., 5% due 1/1/2028* .................................        Aaa/AAA          1,830,224

  2,775,000   Kentwood, MI Public Schools Building & Site GOs, 6.40% due 5/1/2015 ............        Aa2/A+           3,068,068

  3,000,000   Lansing, MI Building Authority Rev., 5.60% due 6/1/2019 ........................        Aa3/AA+          3,187,230

  3,250,000   Marquette, MI Hospital Finance Authority Rev. (Marquette General Hospital),
                 6.10% due 4/1/2019 ..........................................................        Aaa/AAA          3,628,982

  3,000,000   Michigan Public Power Agency Rev. (Belle River Project), 5 1/4% due 1/1/2018 ...        A1/AA-           3,054,120

  3,000,000   Michigan State Building Authority Rev., 6 1/4% due 10/1/2020 ...................        Aa2/AA           3,229,170

  6,000,000   Michigan State GOs (Environmental Protection Program), 5.40% due 11/1/2019 .....        Aa1/AA+          6,304,260
  
  5,000,000   Michigan State Hospital Finance Authority Rev. (Henry Ford Health System),   
                 5 1/4% due 11/15/2020 .......................................................        Aa3/AA           5,086,650

  5,000,000   Michigan State Hospital Finance Authority Rev. (Oakwood Obligated Group),
                 5 1/8% due 8/15/2025 ........................................................        Aaa/AAA          5,015,150

  4,500,000   Michigan State Hospital Finance Authority Rev. (St. John Hospital),
                 5 1/4% due 5/15/2026 ........................................................        Aaa/AAA          4,584,870

  5,000,000   Michigan State Hospital Finance Authority Rev. (Mercy Health Services
                  Obligated Group), 5 3/4% due 8/15/2026 .....................................        Aa3/AA-          5,410,200

  5,000,000   Michigan State Hospital Finance Authority Rev. (Sparrow Obligated Group),
                 6% due 11/15/2036 ...........................................................        Aaa/AAA          5,524,500

  2,500,000   Michigan State Housing Development Authority Rev. (Single Family Mortgage),
                 6.80% due 12/1/2016 .........................................................        NR/AA+           2,706,675

  4,055,000   Michigan State Housing Development Authority Rev. (Rental Housing),
                 6.65% due 4/1/2023 ..........................................................        NR/AA-           4,369,222
 
  4,000,000   Michigan State Housing Development Authority Rev. (Single Family Mortgage),
                 6.05% due 12/1/2027 .........................................................        NR/AA+           4,246,120

- --------------------
+ 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 Statement.

</TABLE>

                                       26


<PAGE>

PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998


<TABLE>
<CAPTION>

MICHIGAN SERIES (CONTINUED)

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                      <C>           <C>
 $3,000,000   Michigan State Strategic Fund Pollution Control Rev.
                 (Detroit Edison Company), 6 1/2% due 2/15/2016 ..............................         Aaa/AAA       $ 3,265,980

  6,000,000   Michigan State Strategic Fund Pollution Control Rev. 
                 (General Motors Corp.), 6.20% due 9/1/2020 ..................................         A2/A            6,544,200

  2,500,000   Michigan State Trunk Line Rev., 5.80% due 11/15/2024 ...........................         Aaa/AAA         2,800,300

  5,000,000   Michigan State Trunk Line Rev., 5% due 11/1/2026 ...............................         Aaa/AAA         5,004,300

  2,000,000   Midland, MI Water Supply System Rev., 7.20% due 4/1/2010 .......................         A/A             2,129,840

  6,300,000   Oxford, MI Area Community Schools GOs, 5 1/2% due 5/1/2021 .....................         Aaa/AAA         6,666,660

  5,000,000   Royal Oak, MI Hospital Finance Authority Rev. (William 
                 Beaumont Hospital), 5 1/4% due 1/1/2020 .....................................         Aa3/AA          5,087,600

  4,000,000   University of Michigan Hospital Rev., 6 3/8% due 12/1/2024 .....................         Aa2/AA          4,226,160

  5,000,000   Western Michigan State University Rev., 5 1/8% due 11/15/2022 ..................         Aaa/AAA         5,045,050

  3,000,000   Wyandotte, MI Electric Rev., 6 1/4% due 10/1/2017 ..............................         Aaa/AAA         3,297,420
                                                                                                                    ------------
TOTAL MUNICIPAL BONDS (COST $132,968,484)-- 98.5% ............................................................       143,845,276

VARIABLE RATE DEMAND NOTES (COST $100,000)-- 0.1% ............................................................           100,000

OTHER ASSETS LESS LIABILITIES-- 1.4% .........................................................................         2,057,041
                                                                                                                    ------------
NET ASSETS-- 100.0% ..........................................................................................      $146,002,317
                                                                                                                    ============
</TABLE>



<TABLE>
<CAPTION>

MINNESOTA SERIES

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                      <C>           <C>
 $6,250,000   Becker, MN Pollution Control Rev. (Northern States Power Company),
                  6.80% due 4/1/2007 .........................................................         A1/A+        $  6,465,250

  1,500,000   Buffalo, MN Independent School District GOs, 6.15% due 2/1/2022.................         Aaa/AAA         1,612,605

  2,250,000   Burnsville - Eagan - Savage, MN Independent School
                  District GOs, 5 1/8% due 2/1/2016 ..........................................         Aa1/NR          2,320,245

  2,350,000   Burnsville - Eagan - Savage, MN Independent School District GOs, 
                  5 1/8% due 2/1/2017 ........................................................         Aa1/NR          2,418,009

  1,500,000   Cloquet, MN Pollution Control Rev. (Potlatch Corporation
                  Projects), 5.90% due 10/1/2026 .............................................         NR/A-           1,600,380

  5,000,000   Edina, MN Housing Development Rev. (Edina Park Plaza Project), 
                  7.70% due 12/1/2028 ........................................................         Aa/NR           5,193,150

  3,545,000   Fridley, MN Independent School District GOs, 5.35% due 2/1/2021 ................         Aaa/AAA         3,644,331

  1,500,000   Minneapolis, MN GOs, 6% due 3/1/2016 ...........................................         Aaa/AAA         1,608,900

  4,725,000   Minneapolis, MN Rev. (University Gateway Project), 
                  5 1/4% due 12/1/2024 .......................................................         Aa2/AA          4,856,166

  4,300,000   Minneapolis, MN Special School District GOs, 5% due 2/1/2014 ...................         Aa1/AA+         4,400,448

  1,400,000   Minneapolis - St. Paul Metropolitan Area (Metropolitan Council of
                  the Twin Cities), MN, 5 1/2% due 12/1/2012 .................................         Aaa/AAA         1,496,432

  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         5,246,550

- --------------------
+ 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 Statement.

</TABLE>

                                       27


<PAGE>
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
MINNESOTA SERIES (CONTINUED)

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                      <C>           <C>
 $4,000,000   Minneapolis - St. Paul, MN Metropolitan Airport Commission Rev.,
                 5% due 1/1/2030 .............................................................         Aaa/AAA       $ 4,009,960

  2,250,000   Minnesota Agricultural & Economic Development Board Rev.
                 (Evangelical Lutheran Good Samaritan Society Project), 
                 5.15% due 12/1/2022 .........................................................         Aaa/AAA         2,274,615

  2,775,000   Minnesota Higher Education Facilities Authority Rev. 
                 (University of St. Thomas), 5.40% due 4/1/2022 ..............................         A2/NR           2,882,282

  1,000,000   Minnesota Higher Education Facilities Authority Rev. (St. John's
                 University), 5.40% due 10/1/2022 ............................................         A3/NR           1,040,480

  1,775,000   Minnesota Higher Education Facilities Authority Rev. (University
                 of St. Thomas), 5.40% due 4/1/2023 ..........................................         A2/NR           1,837,356

  2,500,000   Minnesota Higher Education Facilities Authority Rev. (St. Olaf College),
                 5 1/4% due 4/1/2029 .........................................................         A3/NR           2,535,800

    810,000   Minnesota Housing Finance Agency (Housing Development), 
                 6 1/4% due 2/1/2020 .........................................................         Aa2/AA            822,409

    800,000   Minnesota Housing Finance Agency (Single Family Mortgage), 
                 5.65% due 7/1/2022* .........................................................         Aa2/AA+           815,640

  5,000,000   Minnesota Housing Finance Agency (Single Family Mortgage),
                 6.85% due 1/1/2024* .........................................................         Aa2/AA+         5,322,900

  1,500,000   Minnesota Public Facilities Authority Water Pollution Control Rev., 
                 7.10% due 3/1/2012 ..........................................................         Aaa/AAA         1,600,845

  4,000,000   Minnesota Public Facilities Authority Water Pollution Control Rev.,
                 6 1/4% due 3/1/2015 .........................................................         Aaa/AAA         4,524,280

  5,000,000   Minnesota State GOs, 5.70% due 5/1/2016 ........................................         Aaa/AAA         5,421,900

  5,000,000   North Saint Paul - Maplewood, MNIndependent School District GOs,
                 5 1/8% due 2/1/2025 .........................................................         Aa1/AA+         5,062,250

  2,500,000   Northfield, MN Independent School District GOs, 5 1/4% due 2/1/2017 ............         Aa1/NR          2,560,675

  2,000,000   Ramsey & Washington Counties, MN Resource Recovery Rev. (Northern 
                 States Power Company Project), 6 3/4% due 12/1/2006 .........................         A1/AA           2,058,660

  4,000,000   Rochester, MN Health Care Facilities Rev. (Mayo Foundation/Mayo
                 Medical Center), 7.45% due 11/15/2006 .......................................         NR/AA+          4,306,560

  4,500,000   Rochester, MN Health Care Facilities Rev. (Mayo Foundation/Mayo 
                 Medical Center), 6 1/4% due 11/15/2014 ......................................         NR/AA+          4,946,850

  1,000,000   Rochester, MN Health Care Facilities Rev. (Mayo Foundation/Mayo
                 Medical Center), 6 1/4% due 11/15/2021 ......................................         NR/AA+          1,091,300

  2,575,000   Rochester, MN Independent School District GOs, 5 5/8% due 2/1/2016 .............         Aaa/AA+         2,752,469

  2,715,000   Rochester, MN Independent School District GOs, 5 5/8% due 2/1/2017 .............         Aaa/AA+         2,903,855

     45,000   Saint Paul Port Authority, MN Industrial Development Rev. Series E, 
                  9 1/8% due 10/1/2000 .......................................................         NR/CCC             45,775

      5,000   Saint Paul Port Authority, MN Industrial Development Rev. Series H, 
                  9 1/8% due 12/1/2000 .......................................................         NR/CCC              5,092

     55,000   Saint Paul Port Authority, MN Industrial Development Rev. Series I, 
                  9 1/8% due 12/1/2000 .......................................................         NR/CCC             56,009

     50,000   Saint Paul Port Authority, MN Industrial Development Rev. Series E, 
                  9 1/8% due 10/1/2001 .......................................................         NR/CCC             51,176

     10,000   Saint Paul Port Authority, MN Industrial Development Rev. Series H, 
                  9 1/8% due 12/1/2001 .......................................................         NR/CCC             10,208

     55,000   Saint Paul Port Authority, MN Industrial Development Rev. Series I, 
                  9 1/8% due 12/1/2001 .......................................................         NR/CCC             56,145

      5,000   Saint Paul Port Authority, MN Industrial Development Rev. Series L, 
                  9 3/4% due 12/1/2001 .......................................................         NR/CCC              5,109

- --------------------
+ 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 Statement.

</TABLE>

                                       28

<PAGE>

PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998


<TABLE>
<CAPTION>


MINNESOTA SERIES (CONTINUED)

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                      <C>           <C>
$    50,000   Saint Paul Port Authority, MN Industrial Development Rev. Series E,
                  9 1/8% due 10/1/2002 .......................................................         NR/CCC        $    51,165

     10,000   Saint Paul Port Authority, MN Industrial Development Rev. Series H, 
                  9 1/8% due 12/1/2002 .......................................................         NR/CCC             10,207

     60,000   Saint Paul Port Authority, MN Industrial Development Rev. Series I, 
                  9 1/8% due 12/1/2002 .......................................................         NR/CCC             61,244

     10,000   Saint Paul Port Authority, MNIndustrial Development Rev. Series L, 
                  9 3/4% due 12/1/2002 .......................................................         NR/CCC             10,217

  1,500,000   Southern Minnesota Municipal Power Agency -- Power Supply System Rev.,
                  5 3/4% due 1/1/2018 ........................................................         A2/A+           1,577,715

    750,000   Southern Minnesota Municipal Power Agency-- Power Supply System Rev.,
                  5 3/4% due 1/1/2018 ........................................................         Aaa/AAA           815,947

  1,500,000   Southern Minnesota Municipal Power Agency-- Power Supply System Rev.,
                  4 3/4% due 1/1/2016 ........................................................         A2/A+           1,465,350

  3,500,000   Washington County, MN GOs, 5.90% due 2/1/2010 ..................................         Aa2/AA-         3,705,555

  3,090,000   Western Minnesota Municipal Power Agency-- Power Supply Rev., 
                  5 1/2% due 1/1/2015 ........................................................         A1/A            3,092,039

  9,305,000   Western Minnesota Municipal Power Agency-- Power Supply Rev.,
                  6 3/8% due 1/1/2016 ........................................................         Aaa/AAA        10,680,372
                                                                                                                    ------------
TOTAL MUNICIPAL BONDS (Cost $113,546,777)-- 98.3% .............................................................      121,332,877

VARIABLE RATE DEMAND NOTES (Cost $400,000)-- 0.3% .............................................................          400,000

OTHER ASSETS LESS LIABILITIES-- 1.4% ..........................................................................        1,743,633
                                                                                                                    ------------
NET ASSETS-- 100.0% ...........................................................................................     $123,476,510
                                                                                                                    ============
</TABLE>

<TABLE>
<CAPTION>

MISSOURI SERIES

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                      <C>           <C>
 $2,000,000   Columbia, MO Water and Electric System Improvement Rev., 6 1/8% due 10/1/2012 ..         A1/AA         $ 2,209,900

  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         2,660,375

  1,500,000   Hannibal, MO Industrial Development Authority Health Facilities Rev.
                 (Hannibal Regional Hospital), 5 3/4% due 3/1/2022 ...........................         Aaa/AAA         1,619,865

  1,000,000   Joplin, MO Industrial Development Authority Rev. (Catholic Health
                 Initiatives), 5 1/8% due 12/1/2015 ..........................................         Aa2/AA          1,015,670

  1,500,000   Joplin, MO Industrial Development Authority Rev. (Catholic Health 
                 Initiatives), 5% due 12/1/2028 ..............................................         Aa2/AA          1,490,640

    565,000   Missouri School Boards Pooled Financing Program Certificates of 
                 Participation, 7 3/8% due 3/1/2006 ..........................................         Aaa/AAA           579,594

    740,000   Missouri School Boards Pooled Financing Program Certificates of 
                 Participation, 7% due 3/1/2006 ..............................................         Aaa/AAA           757,967

  1,000,000   Missouri State Environmental Improvement & Energy Resources Authority Rev.
                 (State Revolving Fund Program), 6.55% due 7/1/2014 ..........................         Aa1/NR          1,098,200

  2,500,000   Missouri State Environmental Improvement & Energy Resources Authority Rev.
                 (Union Electric Company Project), 5.45% due 10/1/2028* ......................         A1/AA-          2,619,725

- --------------------
+ 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 Statement.


</TABLE>
                                       29
<PAGE>


PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998

<TABLE>
<CAPTION>

MISSOURI SERIES (CONTINUED)

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                      <C>           <C>
 $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        $  2,616,250

  2,000,000   Missouri State GOs, 5 5/8% due 4/1/2017 ........................................         Aaa/AAA          2,159,120

  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          2,663,500

  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+          1,628,145

  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+          1,045,330

  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+          1,000,490

  2,500,000   Missouri State Health & Educational Facilities Authority Rev. (Barnes-Jewish,
                 Inc./Christian Health Services), 5 1/4% due 5/15/2021 .......................         Aa2/AA           2,538,950

  2,500,000   Missouri State Health & Educational Facilities Authority Rev. 
                 (SSM Health Care), 5% due 6/1/2022 ..........................................         Aaa/AAA          2,489,525

  2,500,000   Missouri State Health & Educational Facilities Authority Rev. (The
                 Washington University), 5% due 11/15/2037 ...................................         Aa1/AA+          2,502,100

    860,000   Missouri State Housing Development Commission Housing Development Bonds
                 (Federally Insured Mortgage Loans), 6% due 10/15/2019 .......................         Aa2/AA+            873,674

  2,415,000   Missouri State Housing Development Commission Single Family Mortgage Rev.
                 (Homeownership Loan Program), 5.90% due 9/1/2028* ...........................         NR/AAA           2,535,847

  1,000,000   Puerto Rico Highway &Transportation Authority Rev., 5 1/2% due 7/1/2026 ........         Baa1/A           1,053,930
 
  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+            1,835,100

  1,500,000   St. Louis, MO Municipal Finance Corporation City Justice Center
                 Leasehold Improvement Rev., 5.95% due 2/15/2016 .............................         Aaa/AAA          1,659,735

  2,400,000   Southeast Missouri Correctional Facility Lease Rev. (Missouri State 
                 Project), 5 3/4% due 10/15/2016 .............................................         Aa/AA            2,536,008

  2,500,000   Springfield, MO Waterworks Rev., 5.60% due 5/1/2023 ............................         Aa/A+            2,738,600

  2,750,000   University of Missouri Systems Facilities Rev., 5 1/2% due 11/1/2023 ...........         Aa2/AA+          2,863,767
                                                                                                                      -----------
TOTAL MUNICIPAL BONDS (Cost $45,286,528)-- 96.9% ..............................................................        48,792,007

VARIABLE RATE DEMAND NOTES (Cost $800,000)-- 1.6% .............................................................           800,000

OTHER ASSETS LESS LIABILITIES-- 1.5% ..........................................................................           775,406
                                                                                                                      -----------
NET ASSETS-- 100.0% ...........................................................................................       $50,367,413
                                                                                                                      ===========
- --------------------
+ 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 Statement.

</TABLE>

                                       30

<PAGE>

PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998

<TABLE>
<CAPTION>


NEW YORK SERIES

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                      <C>           <C>
 $2,490,000   Buffalo Municipal Water Finance Authority, NY Water System Rev., 
                  5% due 7/1/2026 ............................................................         Aaa/AAA       $ 2,496,399

  2,500,000   Long Island Power Authority, NY Electric Systems General Rev., 
                  5 1/2% due 12/1/2029 .......................................................         Baa1/A-         2,590,150

  4,000,000   Metropolitan Transportation Authority, NY (Dedicated Tax Fund), 
                  5% due 4/1/2023 ............................................................         Aaa/AAA         4,010,400

  4,000,000   Metropolitan Transportation Authority, NY (Transit Facilities Rev.), 
                  4 3/4% due 7/1/2026 ........................................................         Aaa/AAA         3,921,120

  4,000,000   New York City Municipal Water Finance Authority Water & Sewer System Rev.,
                 6 1/4% due 6/15/2020 ........................................................         Aaa/AAA         4,644,240

  1,340,000   New York City, NY GOs, 7 1/4% due 8/15/2024 ....................................         Aaa/A-          1,471,025

      5,000   New York City, NY GOs, 7 1/4% due 8/15/2024 ....................................         A3/A-               5,425

  1,380,000   New York City, NY GOs, 6% due 8/1/2026 .........................................         A3/A-           1,511,707

  2,450,000   New York City, NY Industrial Development Agency Civic Facility Rev.
                 (The Nightingale - Bamford School Project), 5.85% due 1/15/2020 .............         A3/A            2,591,414

  2,500,000   New York City, NY Transitional Finance Authority (Future Tax
                 Secured Bonds), 5% due 5/1/2026 .............................................         Aa3/AA          2,506,425

  4,000,000   New York City, NY Trust for Cultural Resources Rev. (American Museum of
                 Natural History), 5.65% due 4/1/2027 ........................................         Aaa/AAA         4,311,200

  4,000,000   New York State Dormitory Authority Rev. (Fordham University), 
                 5 3/4% due 7/1/2015 .........................................................         Aaa/AAA         4,316,800

  4,000,000   New York State Dormitory Authority Rev. (Rochester Institute of Technology),
                 5 1/2% due 7/1/2018 .........................................................         Aaa/AAA         4,280,561

  3,500,000   New York State Dormitory Authority Rev. (Mental Health Services Facilities
                 Improvement), 5 3/4% due 8/15/2022 ..........................................         A3/A-           3,754,205

  3,000,000   New York State Dormitory Authority Rev. (Skidmore College), 
                 5 3/8% due 7/1/2023 .........................................................         Aaa/AAA         3,096,510

  1,500,000   New York State Dormitory Authority Rev. (Vassar Brothers Hospital),
                 5 3/8% due 7/1/2025 .........................................................         Aaa/AAA         1,562,265

  2,000,000   New YorkState Dormitory Authority Rev. (Hospital for Special Surgery), 
                 5% due 2/1/2028 .............................................................         Aaa/AAA         1,993,760

  2,000,000   New YorkState Dormitory Authority Rev. (Rockefeller University), 
                 5% due 7/1/2028 .............................................................         Aaa/AAA         2,010,460

  4,000,000   New York State Energy Research &Development Authority Gas Facilities Rev.
                 (Brooklyn Union Gas), 5 1/2% due 1/1/2021 ...................................         Aaa/AAA         4,243,720

  3,000,000   New York State Environmental Facilities Corporation Pollution Control Rev.
                 (State Water-- Revolving Fund), 6.90% due 11/15/2015 ........................         Aaa/AAA         3,495,750

  3,000,000   New York State Housing Finance Agency Rev. (Phillips Village Project),
                 7 3/4% due 8/15/2017* .......................................................         A2/NR           3,359,670

  3,000,000   New York State Local Government Assistance Corp., 6% due 4/1/2024 ..............         A3/A+           3,267,750

  2,000,000   New York State Mortgage Agency Rev. (Homeowner Mortgage),
                 7 1/2% due 4/1/2016 .........................................................         Aa2/NR          2,080,160

  1,000,000   New York State Mortgage Agency Rev. (Homeowner Mortgage),
                 5 1/2% due 10/1/2028* .......................................................         Aa2/NR          1,025,540

- -----------------------
+ 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 Statement.

</TABLE>

                                       31

<PAGE>

PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998

<TABLE>
<CAPTION>


NEW YORK SERIES (CONTINUED)

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                      <C>           <C>
 $3,000,000   New York State Thruway Authority General Rev., 6% due 1/1/2025 .................        Aaa/AAA       $  3,400,680

  2,000,000   New York State Thruway Authority (Highway and Bridge Trust Fund), 
                 5% due 4/1/2018 .............................................................        A3/A-            2,001,740

  4,000,000   New York State Thruway Authority Service Contract Rev., 
                 6 1/4% due 4/1/2014 .........................................................        Baa1/BBB+        4,582,640

  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          4,516,200

  2,250,000   Port Authority of New York and New Jersey Consolidated Rev.,
                 6 1/8% due 6/1/2094 .........................................................        A1/AA-          2,698,380
                                                                                                                     -----------
TOTAL MUNICIPAL BONDS (Cost $78,726,229)-- 98.6% .............................................................        85,746,296

OTHER ASSETS LESS LIABILITIES-- 1.4% .........................................................................         1,257,287
                                                                                                                     -----------
NET ASSETS-- 100.0% ..........................................................................................       $87,003,583
                                                                                                                     ===========
</TABLE>


<TABLE>
<CAPTION>


OHIO SERIES

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                      <C>           <C>
 $2,250,000   Beavercreek Local School District, OH GOs (School Improvement Bonds),
                 5.70% due 12/1/2020 .........................................................        Aaa/AAA       $  2,443,860

  3,450,000   Big Walnut Local School District, OH School Building Construction
                 & Improvement GOs, 7.20% due 6/1/2007 .......................................        Aaa/AAA          3,821,427

  4,000,000   Butler County, OH Transportation Improvement District Highway Improvement 
                 Rev., 5 1/8% due 4/1/2017 ...................................................        Aaa/AAA          4,140,000

  4,000,000   Cleveland, OH Airport System Rev., 5 1/8% due 1/1/2027* ........................        Aaa/AAA          4,004,760

  2,395,000   Cleveland, OH Airport System Rev., 5 1/8% due 1/1/2027 .........................        Aaa/AAA          2,426,518

  5,000,000   Cleveland, OH Public Power System Rev., 5% due 11/15/2024 ......................        Aaa/AAA          5,011,550

  4,915,000   Cleveland, OH Waterworks Improvement First Mortgage Rev., 
                 5 3/4% due 1/1/2021 .........................................................        Aaa/AAA          5,538,566

     85,000   Cleveland, OH Waterworks Improvement First Mortgage Rev., 
                 5 3/4% due 1/1/2021 .........................................................        Aaa/AAA             93,026

  4,500,000   Columbus, OH Municipal Airport Authority Rev. (Port Columbus 
                 International Airport Project), 6% due 1/1/2020* ............................        Aaa/AAA          4,874,715

  1,000,000   Columbus, OH Municipal Airport Authority Rev. (Port Columbus 
                 International Airport Project), 5% due 1/1/2028 .............................        Aaa/AAA          1,000,780

  3,000,000   Dayton, OH Water System Mortgage Rev., 6 3/4% due 12/1/2010 ....................        Aaa/AAA          3,067,530

  7,000,000   Franklin County, OH GOs, 5 3/8% due 12/1/2020 ..................................        Aaa/AAA          7,440,300

  7,500,000   Franklin County, OH Hospital Rev. (Riverside United Methodist
                 Hospital), 5 3/4% due 5/15/2020 .............................................        Aa3/NR           7,882,425

  2,500,000   Hamilton County, OH Sewer System Rev., 5 1/2% due 12/1/2017 ....................        Aaa/AAA          2,643,750

  5,000,000   Hamilton, OH Electric System Mortgage Rev., 6% due 10/15/2023 ..................        Aaa/AAA          5,452,900

  4,000,000   Hudson Local School District, OH GOs, 7.10% due 12/15/2013 .....................        A1/NR            4,367,480

  1,095,000   Lake County, OH Hospital Improvement Rev. (Lake Hospital
                 System Inc.), 8% due 1/1/2013 ...............................................        Aaa/AAA          1,115,279

+ 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 Statement.

</TABLE>

                                       32

<PAGE>

PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998

<TABLE>
<CAPTION>

OHIO SERIES (CONTINUED)

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                     <C>           <C>
 $6,425,000   Mahoning County, OHHospital Rev. (Forum Health Obligated Group),
                 5% due 11/15/2025 ...........................................................        Aaa/AAA       $  6,430,076

  2,000,000   Montgomery County, OHCatholic Health Initiatives Rev., 
                 5 1/8% due 12/1/2017 ........................................................        Aa2/AA           2,029,620

  4,650,000   Mount Vernon, OH Hospital Rev. (Knox Community Hospital), 
                 7 7/8% due 6/1/2012 .........................................................        NR/NR            4,755,276

  2,000,000   Ohio Air Quality Development Authority Rev. (Cincinnati Gas & Electric
                 Company Project), 5.45% due 1/1/2024 ........................................        Aaa/AAA          2,082,400

  6,500,000   Ohio Air Quality Development Authority Rev. (JMG Project), 
                 6 3/8% due 1/1/2029* ........................................................        Aaa/AAA          7,270,900

  4,415,000   Ohio Housing Finance Agency Residential Mortgage Rev. (Mortgage-Backed
                 Securities Program), 6.10% due 9/1/2028* ....................................        NR/AAA           4,720,342

  3,000,000   Ohio State Higher Educational Facilities Commission Rev. 
                 (Oberlin College Project), 5 3/8% due 10/1/2015 .............................        NR/AA            3,137,850

  4,000,000   Ohio State Higher Educational Facilities Commission Rev. 
                 (University of Dayton Project), 5.40% due 12/1/2022 .........................        Aaa/AAA          4,194,320

  2,000,000   Ohio State Liquor Profits Rev., 6.85% due 3/1/2000 .............................        Aaa/AAA          2,089,420

  4,000,000   Ohio State Public Facilities Commission Rev. (Higher Education 
                  Capital Facilities), 6.30% due 5/1/2006 ....................................        Aaa/AAA          4,334,120

  2,330,000   Ohio State Water Development Authority Rev. (Safe Water), 
                 9 3/8% due 12/1/2010 ........................................................        Aaa/AAA          2,968,047

  7,500,000   Ohio State Water Development Authority Rev. (Fresh Water), 
                 5 1/8% due 12/1/2023 ........................................................        Aaa/AAA          7,601,475

  5,000,000   Ohio State Water Development Authority Rev. (Community Assistance),
                 5 3/8% due 12/1/2024 ........................................................        Aaa/AAA          5,259,250

  5,000,000   Ohio State Water Development Authority Rev. (Dayton Power & 
                 Light Co. Project), 6.40% due 8/15/2027 .....................................        Aa3/AA-          5,418,200

  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-          2,768,525

  3,000,000   Ohio Turnpike Commission, OH Turnpike Rev., 5.70% due 2/15/2017 ................        Aaa/AAA          3,375,810

  2,955,000   Pickerington Local School District, OH School Building Construction 
                 GOs, 8% due 12/1/2005 .......................................................        Aaa/AAA          3,499,843

  4,000,000   Puerto Rico Highway &Transportation Authority Rev., 5 1/2% due 7/1/2036 ........        Baa1/A           4,361,840

    775,000   Toledo, OH Sewer System Rev., 7 3/4% due 11/15/2017 ............................        Aaa/AAA            794,445

    560,000   Toledo, OH Waterworks Rev., 7 3/4% due 11/15/2017 ..............................        Aaa/AAA            574,050

  2,500,000   Twinsburg City School District, OH School Improvement GOs,
                 5.90% due 12/1/2021 .........................................................        Aaa/AAA          2,770,175

  3,000,000   University of Toledo, OH General Receipts Bonds, 7.10% due 6/1/2010 ............        Aaa/AAA          3,225,840

  2,000,000   Worthington City School District, OH School Building Construction 
                 & Improvement GOs, 8 3/4% due 12/1/2002 .....................................        Aaa/AAA          2,156,100
                                                                                                                    ------------
TOTAL MUNICIPAL BONDS (Cost $139,947,906)-- 98.0% ............................................................       151,142,790

VARIABLE RATE DEMAND NOTES (Cost $800,000)-- 0.5% ............................................................           800,000

OTHER ASSETS LESS LIABILITIES-- 1.5% .........................................................................         2,286,703
                                                                                                                    ------------
NET ASSETS-- 100.0% ..........................................................................................      $154,229,493

+ 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 Statement.

</TABLE>

                                       33

<PAGE>

PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
OREGON SERIES

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                     <C>           <C>
 $2,000,000   Benton County, OR Hospital Facilities Authority Rev. (Samaritan Health
                 Services Project), 5 1/8% due 10/1/2028 .....................................        NR/A          $  1,998,480

  2,000,000   Chemeketa, OR Community College District GOs, 5.95% due 6/1/2016 ...............        Aaa/AAA          2,263,740

  1,000,000   Clackamas & Washington Counties, OR GOs (West Linn-Wilsonville School
                 District), 5% due 6/1/2017 ..................................................        Aaa/AAA          1,021,100

  2,000,000   Eugene, OR Electric Utility Rev., 5.80% due 8/1/2022 ...........................        Aaa/AAA          2,219,120

  1,500,000   Eugene, OR Trojan Nuclear Project Rev., 5.90% due 9/1/2009 .....................        Aa1/AA-          1,502,445

  1,250,000   Multnomah County, OR Education Facility Rev. (University of Portland),
                 5% due 4/1/2018 .............................................................        Aaa/AAA          1,273,538

  1,250,000   Multnomah County School District, OR GOs, 6.80% due 12/15/2004 .................        Aa/A+            1,258,438
 
  1,750,000   Multnomah County School District, OR GOs, 5 1/2% due 6/1/2015 ..................        A1/A+            1,867,005

  2,000,000   North Clackamas Parks & Recreation District -- Clackamas County, OR Rev.
                 (Recreational Facilities), 5.70% due 4/1/2013 ...............................        NR/A-            2,113,240
 
 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-          2,026,120

    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 ............        Aa2/AA             808,927

  2,500,000   Oregon Department of Administrative Services Certificates of 
                 Participation, 5.80% due 5/1/2024 ............................................      Aaa/AAA           2,722,250

  1,000,000   Oregon Department of Transportation Regional Light Rail Extension Rev.,
                 6.20% due 6/1/2008 ...........................................................       Aaa/AAA          1,123,260

  2,500,000   Oregon Health, Housing, Educational & Cultural Facilities Authority Rev.
                 (Reed College Project), 5 3/8% due 7/1/2025 ..................................       NR/A+            2,606,750

  1,250,000   Oregon Health Sciences University Rev., 5 1/4% due 7/1/2028 .....................       Aaa/AAA          1,274,750

  2,000,000   Oregon Housing & Community Services Department Housing & Finance Rev.
                 (Assisted or Insured Multi-Unit Program), 5 3/4% due 7/1/2012 ................       Aa2/A+           2,079,080

    900,000   Oregon Housing & Community Services Department Mortgage Rev. (Single Family
                 Mortgage Program), 5.65% due 7/1/2019* .......................................       Aa2/NR             923,643

    310,000   Oregon Housing & Community Services Department Mortgage Rev. (Single Family
                 Mortgage Program), 7% due 7/1/2022* ..........................................       Aa2/NR             314,101

    500,000   Oregon Housing & Community Services Department Mortgage Rev. (Single Family
                 Mortgage Program), 5.30% due 7/1/2024* .......................................       Aa2/NR             506,510

  1,000,000   Oregon Housing & Community Services Department Mortgage Rev. (Single Family
                 Mortgage Program), 6% due 7/1/2027* ..........................................       Aa2/NR           1,058,150


- ----------------
+ 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 Statement.

</TABLE>

                                       34



<PAGE>

PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998

<TABLE>
<CAPTION>


OREGON SERIES (CONTINUED)

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                     <C>           <C>
  $ 500,000   Oregon State GOs (Veterans'  Welfare), 9% due 10/1/2006 .........................       Aa2/AA        $    671,400

  1,375,000   Oregon State GOs (Veterans'  Welfare), 5 7/8% due 10/1/2018 .....................       Aa2/AA           1,450,144

    500,000   Oregon State GOs (Alternate Energy Project), 8.40% due 1/1/2008 .................       Aa2/AA             518,545

    250,000   Oregon State GOs (Elderly & Disabled Housing), 7.20% due 8/1/2021 ...............       Aa2/AA             270,192

  1,000,000   Oregon State GOs (Elderly & Disabled Housing), 6.60% due 8/1/2022* ..............       Aa2/AA           1,109,860

    950,000   Port of Portland, OR International Airport Rev., 7.10% due 7/1/2021* ............       Aaa/AAA          1,190,331

     50,000   Port of Portland, OR International Airport Rev., 7.10% due 7/1/2021* ............       Aaa/AAA             54,133

    500,000   Port of Portland, OR International Airport Rev., 5 3/4% due 7/1/2025* ...........       Aaa/AAA            530,710

  1,500,000   Port of Portland, OR International Airport Rev., 5 5/8% due 7/1/2026* ...........       Aaa/AAA          1,590,555

  2,000,000   Portland, OR GOs, 5.60% due 6/1/2014 ............................................       Aa2/NR           2,156,820

  1,250,000   Portland, OR Hospital Facilities Authority Rev. (Legacy Health System),
                 6 5/8% due 5/1/2011 ..........................................................       Aaa/AAA          1,352,050

  2,500,000   Portland, OR Sewer System Rev., 5% due 6/1/2015 .................................       Aaa/AAA          2,568,875

  1,000,000   Puerto Rico Highway & Transportation Authority Rev., 5 1/2% due 7/1/2026 ........       Baa1/A           1,053,930

    630,000   Puerto Rico Housing Finance Corp. (Single Family Mortgage Rev.),
                 6.85% due 10/15/2023 .........................................................       Aaa/AAA            674,900

  1,000,000   Puerto Rico Ports Authority Rev., 7% due 7/1/2014* ..............................       Aaa/AAA          1,089,000

  1,000,000   Puerto Rico Telephone Authority Rev., 5 1/2% due 1/1/2013 .......................       A/A+             1,052,240

  2,600,000   Salem, OR Pedestrian Safety Improvements GOs,  5 3/4% due 5/1/2011 ..............       Aaa/AAA          2,861,170

  1,000,000   Tri-County Metropolitan Transportation District of Oregon GOs 
                 (Light Rail Extension), 6% due 7/1/2012 ......................................       Aa/AA+           1,077,960

  1,110,000   Tualatin Development Commission, OR (Urban Renewal & Redevelopment),
                 7 3/8% due 1/1/2007 ..........................................................       Baa1/NR          1,119,424

    500,000   Virgin Islands Public Finance Authority Rev., 5 1/2% due 10/1/2022 ..............       NR/BBB-            516,475

  2,500,000   Washington and Multnomah Counties, OR (Beaverton School District), 
                  5% due 8/1/2017 .............................................................       Aa2/AA-          2,554,425

  1,500,000   Washington County, OR Unified Sewerage Agency Rev., 
                  5 3/4% due 10/1/2011 ........................................................       Aaa/AAA          1,708,485
                                                                                                                     -----------
TOTAL MUNICIPAL BONDS (COST $53,777,463)-- 96.5% ..............................................                       58,132,271
                                                                                                                     -----------
                                                VARIABLE RATE DEMAND NOTES
                                              -------------------------------

    300,000   Floyd County, GA Development Authority Environmental Improvement
                 Rev. (Georgia Kraft Co. Project) due 12/1/2015 ..............................        P-1/NR             300,000

    200,000   New York City Municipal Water Finance Authority, NY Water & Sewer System Rev.
                 due 6/15/2022 ...............................................................        VMIG-1/A-1+        200,000

    900,000   New York State Energy Research & Development Authority Pollution Control Rev.
                 (Niagara Mohawk) due 12/1/2023 ..............................................        NR/A-1+            900,000



+ 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 Statement.

</TABLE>

                                       35

<PAGE>

PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998

<TABLE>
<CAPTION>


OREGON SERIES (CONTINUED)

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                     <C>           <C>
 $1,100,000   New York State Energy Research & Development Authority Pollution Control Rev.
                 (Niagara Mohawk) due 7/1/2027* ..............................................        NR/A-1+       $  1,100,000

    600,000   Sweetwater County, WY Pollution Control Rev. (Pacificorp) due 12/1/2014 ........        P-1/A-1+           600,000
                                                                                                                     -----------
TOTAL VARIABLE RATE DEMAND NOTES (Cost $3,100,000)-- 5.1% ....................................................         3,100,000
                                                                                                                     -----------
other assets less liabilities-- (1.6)% .......................................................................          (980,745)
                                                                                                                     -----------
NET ASSETS-- 100.0% ..........................................................................................       $60,251,526
                                                                                                                     ===========
</TABLE>


<TABLE>
<CAPTION>
SOUTH CAROLINA SERIES

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                     <C>           <C>
 $2,500,000   Anderson County, SC Hospital Rev. (Anderson Memorial Hospital), 
                 5 1/4% due 2/1/2012 .........................................................        Aaa/AAA        $ 2,589,675

  3,800,000   Berkeley County, SC Water & Sewer Rev., 5.55% due 6/1/2016 .....................        Aaa/AAA          4,011,318

    745,000   Charleston County, SC Public Facilities Corp. Certificates of
                 Participation, 7.15% due 2/1/2004 ...........................................        A1/A               789,991
 
    770,000   Charleston County, SC Public Facilities Corp. Certificates of 
                 Participation, 7.15% due 8/1/2004 ...........................................        A1/A               816,500

    800,000   Charleston County, SC Public Facilities Corp. Certificates of 
                 Participation, 7.20% due 2/1/2005 ...........................................        A1/A               848,280

  2,500,000   Charleston, SC Waterworks & Sewer System Rev., 6% due 1/1/2012 .................        A1/AA-           2,684,525

  6,000,000   Darlington County, SC Industrial Development Rev. (Nucor Corporation 
                 Project), 5 3/4% due 8/1/2023* ..............................................        A1/AA-           6,310,560

  2,000,000   Darlington County, SC Industrial Development Rev. (Sonoco Products 
                 Company Project), 6% Due 4/1/2026* ..........................................        A2/A             2,169,820

  2,500,000   Fairfield County, SC Pollution Control Rev. (South Carolina Electric &
                 Gas Company), 6 1/2% due 9/1/2014 ...........................................        A1/A+            2,758,850

  1,000,000   Georgetown County, SC Pollution Control Facilities Rev.
                 (International Paper Company), 7 3/8% due 6/15/2005 .........................        A3/BBB+          1,030,410

  3,000,000   Greenville Hospital System, SC Hospital Facilities Rev., 
                 5 1/2% due 5/1/2016 .........................................................        NR/AA            3,113,820

  2,000,000   Greenville Hospital System, SC Hospital Facilities Rev., 
                 5 1/4% due 5/1/2023 .........................................................        Aa3/AA           2,039,140

  3,000,000   Greenwood County, SC Hospital Facilities Rev. (Self Memorial Hospital),
                 5 7/8% due 10/1/2017 ........................................................        Aaa/AAA          3,208,650

  2,600,000   Lancaster County, SC School District GOs, 6.60% due 7/1/2012 ...................        Aaa/AAA          2,906,098

  2,000,000   Lancaster County, SC Waterworks & Sewer System Rev., 5 1/4% due 5/1/2021 .......        Aaa/AAA          2,046,360

  2,720,000   Laurens County, SC Combined Utility System Rev., 5% due 1/1/2018 ...............        Aaa/AAA          2,736,021

  5,000,000   Lexington County,SC Hospital Rev. (Health Services District, Inc.),
                 5 1/8% due 11/1/2026 ........................................................        Aaa/AAA          5,019,900

  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          1,100,640

  1,000,000   Medical University South Carolina Hospital Facilities Rev., 
                 5.60% due 7/1/2011 ..........................................................        Aaa/AAA          1,121,290

  3,000,000   Mount Pleasant, SC Water & Sewer Rev., 6% due 12/1/2020 ........................        Aaa/AAA          3,277,770


+ 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 Statement.

</TABLE>

                                       36
<PAGE>

PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
SOUTH CAROLINA SERIES (CONTINUED)

    FACE                                                                                             RATINGS+           MARKET
   AMOUNT                                       MUNICIPAL BONDS                                    MOODY'S/S&P          VALUE
  --------                                    -------------------                                 --------------    -------------
 <S>          <C>                                                                                     <C>           <C>
 $2,000,000   Myrtle Beach, SC Waterworks & Sewer System Rev., 5 1/4% due 3/1/2020 ...........        Aaa/AAA        $ 2,040,280

  1,500,000   North Charleston Sewer District, SC Rev., 6 3/8% due 7/1/2012 ..................        Aaa/AAA          1,801,395

  5,000,000   Oconee County, SC Pollution Control Rev. (Duke Power Co. Project), 
                 5.80% due 4/1/2014 ..........................................................        Aa2/AA-          5,326,800

  1,250,000   Piedmont Municipal Power Agency, SC Electric Rev., 6 1/4% due 1/1/2021 .........        Aaa/AAA          1,499,937

  3,000,000   Piedmont Municipal Power Agency, SC Electric Rev., 6.30% due 1/1/2022 ..........        Aaa/AAA          3,344,130

  1,000,000   Puerto Rico Highway &Transportation Authority Rev., 5 1/2% due 7/1/2036 ........        Baa1/A           1,090,460

  2,000,000   Puerto Rico Highway &Transportation Authority Rev., 5% due 7/1/2038 ............        Baa1/A           1,982,760

  2,500,000   Puerto Rico Industrial, Tourist, Educational, Medical & Environmental 
                 Control Facilities Financing Authority Higher Education Rev. 
                 (Inter-American University of Puerto Rico Project), 5% due 10/1/2022 ........       Aaa/AAA          2,517,975

  1,000,000   Puerto Rico Telephone Authority Rev., 5 1/2% due 1/1/2022 ......................        A/A+             1,038,440

  2,000,000   Richland County, SC Solid Waste Disposal Facilities Rev. (Union 
                 Camp Corp. Project), 7.45% due 4/1/2021* ....................................        A1/A-            2,185,440

  1,000,000   Richland County, SC Solid Waste Disposal Facilities Rev. (Union Camp
                 Corp. Project), 7 1/8% due 9/1/2021* ........................................        A2/A-            1,088,950

  5,000,000   Rock Hill, SC Combined Utilities System Rev., 5% due 1/1/2020 ..................        Aaa/AAA          5,003,400

  2,000,000   South Carolina Jobs--Economic Development Authority Hospital Rev.
                 (Georgetown Memorial Hospital), 5% due 11/1/2029 ............................        Aaa/NR           1,978,120

  6,000,000   South Carolina Public Service Authority Rev., 5 7/8% due 1/1/2023 ..............        Aaa/AAA          6,592,920

  1,740,000   South Carolina State Housing Authority (Single Family Mortgage Purchase),
                 6.70% due 7/1/2010 ..........................................................        Aaa/AAA          1,760,062

    500,000   South Carolina State Housing Finance & Development Authority 
                 (Homeownership Mortgage), 7.55% due 7/1/2011 ................................        Aa2/AA             522,015

  2,140,000   South Carolina State Housing Finance & Development Authority 
                 Rental Housing Rev. (North Bluff Project), 5.60% due 7/1/2016 ...............        NR/AA            2,186,802

  1,000,000   South Carolina State Housing Finance & Development Authority 
                 (Multi-Family Development Rev.), 6 7/8% due 11/15/2023 ......................        Aaa/NR           1,065,060

  5,000,000   South Carolina State Ports Authority Rev., 5.30% due 7/1/2026* .................        Aaa/AAA          5,100,500

  5,000,000   Spartanburg, SC Water System Rev., 5% due 6/1/2027 .............................        Aaa/AAA          5,003,750

  3,000,000   University of South Carolina Rev., 5 3/4% due 6/1/2026 .........................        Aaa/AAA          3,266,550

  2,000,000   Western Carolina Regional Sewer Authority, SC Sewer System Rev., 
                  5 1/2% due 3/1/2010 ........................................................        Aaa/AAA          2,135,420
                                                                                                                    ------------
TOTAL MUNICIPAL BONDS (Cost $100,589,439)-- 97.5% ...........................................................        109,110,784

VARIABLE RATE DEMAND NOTES (Cost $800,000)-- 0.7% ...........................................................            800,000

OTHER ASSETS LESS LIABILITIES-- 1.8% ........................................................................          2,011,237
                                                                                                                    ------------
NET ASSETS-- 100.0% .........................................................................................       $111,922,021
                                                                                                                    ============

+ 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 Statement.

</TABLE>

                                       37

<PAGE>

<TABLE>
<CAPTION>

STATEMENTS OF ASSETS AND LIABILITES
SEPTEMBER 30, 1998

                                                         NATIONAL        COLORADO         GEORGIA       LOUISIANA      MARYLAND
                                                          SERIES          SERIES          SERIES         SERIES         SERIES
                                                      --------------- --------------  -------------- -------------- --------------
ASSETS:
Investments, at value (see Portfolios of Investments):
<S>                                                     <C>             <C>             <C>            <C>            <C>        
  Long-term holdings ............................       $107,298,895    $44,874,071     $49,475,959    $55,233,461    $54,992,499
  Short-term holdings ...........................            700,000        300,000       1,000,000        800,000      2,200,000
                                                        ------------    -----------     -----------    -----------    -----------
                                                         107,998,895     45,174,071      50,475,959     56,033,461     57,192,499
Cash ............................................            123,926         77,738         122,737        105,448         93,416
Interest receivable .............................          1,562,261        835,793         785,873        943,112        912,213
Receivable for Capital Stock sold ...............            116,365             --             783          6,718         26,190
Expenses prepaid to shareholder
  service agent .................................             13,754          6,287           6,680          6,680          7,466
Receivable for securities sold ..................                 --             --              --        265,000             --
Other ...........................................              1,449            630             682            767            750
                                                        ------------    -----------     -----------    -----------    -----------
TOTAL ASSETS ....................................        109,816,650     46,094,519      51,392,714     57,361,186     58,232,534
                                                        ------------    -----------     -----------    -----------    -----------
Liabilities:
Payable for Capital Stock repurchased ...........            202,840         17,872             170         31,977         34,989
Dividends payable ...............................            181,880         75,001          80,571         96,299         94,112
Payable for securities purchased ................                 --             --              --             --             --
Accrued expenses, taxes, and other ..............            130,567         74,487          78,687         88,258         84,820
                                                        ------------    -----------     -----------    -----------    -----------
TOTAL LIABILITIES ...............................            515,287        167,360         159,428        216,534        213,921
                                                        ------------    -----------     -----------    -----------    -----------
NET ASSETS ......................................       $109,301,363    $45,927,159     $51,233,286    $57,144,652    $58,018,613
                                                        ============    ===========     ===========    ===========    ===========
COMPOSITION OF NET ASSETS:
Capital Stock, at par:
  Class A .......................................       $     12,255    $     5,968     $     5,777    $     6,619    $     6,598
  Class D .......................................                889             45             334             99            375
Additional paid-in capital ......................        103,096,331     42,776,160      46,360,182     52,120,753     53,403,553
Undistributed/accumulated net realized
  gain (loss) ...................................         (1,559,215)      (115,843)        266,896        748,213        185,038
Net unrealized appreciation of investments ......          7,751,103      3,260,829       4,600,097      4,268,968      4,423,049
                                                        ------------    -----------     -----------    -----------    -----------
NET ASSETS ......................................       $109,301,363    $45,927,159     $51,233,286    $57,144,652    $58,018,613
                                                        ============    ===========     ===========    ===========    ===========
NET ASSETS:
  Class A .......................................       $101,908,896    $45,583,092     $48,423,993    $56,307,378    $54,891,172
  Class D .......................................       $  7,392,467    $   344,067     $ 2,809,293    $   837,274    $ 3,127,441

SHARES OF CAPITAL STOCK OUTSTANDING
  ($.001 PAR VALUE):
  Class A .......................................         12,255,165      5,968,019       5,776,921      6,619,224      6,597,655
  Class D .......................................            889,145         45,080         334,454         98,467        375,599

NET ASSET VALUE PER SHARE:
  CLASS A .......................................              $8.32          $7.64           $8.38          $8.51          $8.32
  CLASS D .......................................              $8.31          $7.63           $8.40          $8.50          $8.33

- ----------------------
See Notes to Financial Statements.

</TABLE>


                                       38

<PAGE>



<TABLE>
<CAPTION>


                                                                      MASSACHUSETTS     MICHIGAN         MINNESOTA       MISSOURI
                                                                         SERIES          SERIES           SERIES          SERIES
                                                                    ---------------- --------------- ---------------- -------------
ASSETS:
Investments, at value (see Portfolios of Investments):
<S>                                                                   <C>              <C>             <C>              <C>        
  Long-term holdings ...........................................      $108,494,163     $143,845,276    $121,332,877     $48,792,007
  Short-term holdings ..........................................           900,000          100,000         400,000         800,000
                                                                      ------------     ------------    ------------     -----------
 ...............................................................       109,394,163      143,945,276     121,732,877      49,592,007
Cash ...........................................................            69,480           72,871          129,277          10,05
Interest receivable ............................................         1,627,916        2,500,978       1,981,575         935,202
Receivable for Capital Stock sold ..............................            14,168           30,957          14,281          27,504
Expenses prepaid to shareholder
  service agent ................................................            14,147           18,470          16,898           6,680
Receivable for securities sold .................................                --               --              --              --
Other ..........................................................             1,480            1,970           1,659             689
                                                                      ------------     ------------    ------------     -----------
TOTAL ASSETS ...................................................       111,121,354      146,570,522     123,876,567      50,572,133
                                                                      ------------     ------------    ------------     -----------
Liabilities:
Payable for Capital Stock repurchased ..........................            20,610          177,957          53,965          46,024
Dividends payable ..............................................           174,746          236,774         203,842          77,772
Payable for securities purchased                                                --               --              --              --
Accrued expenses, taxes, and other .............................           129,882          153,474         142,250          80,924
                                                                      ------------     ------------    ------------     -----------
TOTAL LIABILITIES ..............................................           325,238          568,205         400,057         204,720
                                                                      ------------     ------------    ------------     -----------
NET ASSETS .....................................................      $110,796,116     $146,002,317    $123,476,510     $50,367,413
                                                                      ============     ============    ============     ===========
COMPOSITION OF NET ASSETS:
Capital Stock, at par:
  Class A ......................................................      $     13,227     $     16,333    $     15,217     $     6,223
  Class D                                                                      178              209             263              52
Additional paid-in capital .....................................       101,176,263      132,640,548     114,171,159      46,119,176
Undistributed/accumulated net realized
  gain (loss) ..................................................           356,827        2,468,435       1,503,771         736,483
Net unrealized appreciation of investments .....................         9,249,621       10,876,792       7,786,100       3,505,479
                                                                      ------------     ------------    ------------     -----------
NET ASSETS .....................................................      $110,796,116     $146,002,317    $123,476,510     $50,367,413
                                                                      ============     ============    ============     ===========
NET ASSETS:
  Class A ......................................................      $109,327,849     $144,160,667    $121,373,756     $49,949,695
  Class D ......................................................         1,468,267        1,841,650       2,102,754         417,718

SHARES OF CAPITAL STOCK OUTSTANDING
  ($.001 PAR VALUE):
  Class A ......................................................        13,227,527       16,332,742      15,216,589       6,222,997
  Class D ......................................................           177,650          208,879         263,568          52,037

NET ASSET VALUE PER SHARE:
  CLASS A ......................................................             $8.27            $8.83           $7.98           $8.03
  CLASS D ......................................................             $8.26            $8.82           $7.98           $8.03

- ----------------------
See Notes to Financial Statements.
</TABLE>

<TABLE>
<CAPTION>

                                                                   NEW YORK           OHIO          OREGON      SOUTH CAROLINA
                                                                    SERIES           SERIES         SERIES          SERIES
                                                                --------------  --------------- -------------- ----------------
ASSETS:
Investments, at value (see Portfolios of Investments):
<S>                                                               <C>            <C>              <C>            <C>         
  Long-term holdings ......................................       $85,746,296    $151,142,790     $58,132,271    $109,110,784
  Short-term holdings .....................................                --         800,000       3,100,000         800,000
                                                                  -----------    ------------     -----------    ------------
 ..........................................................        85,746,296     151,942,790      61,232,271     109,910,784
Cash ......................................................           113,225         160,645         110,843          97,468
Interest receivable .......................................         1,406,077       2,653,997       1,032,032       1,785,326
Receivable for Capital Stock sold .........................            51,273          19,510          37,382         424,137
Expenses prepaid to shareholder
  service agent ...........................................            11,003          20,041           7,859          14,147
Receivable for securities sold ............................                --              --         171,403              --
Other .....................................................             1,155           2,067             786           1,498
                                                                  -----------    ------------     -----------    ------------
TOTAL ASSETS ..............................................        87,329,029     154,799,050      62,592,576     112,233,360
                                                                  -----------    ------------     -----------    ------------
Liabilities:
Payable for Capital Stock repurchased .....................            82,754         144,002         192,678           4,023
Dividends payable .........................................           137,336         259,015          92,028         177,701
Payable for securities purchased ..........................                --              --       1,967,373              --
Accrued expenses, taxes, and other ........................           105,356         166,540          88,971         129,615
                                                                  -----------    ------------     -----------    ------------
TOTAL LIABILITIES .........................................           325,446         569,557       2,341,050         311,339
                                                                  -----------    ------------     -----------    ------------
NET ASSETS ................................................       $87,003,583    $154,229,493     $60,251,526    $111,922,021
                                                                  ===========    ============     ===========    ============
COMPOSITION OF NET ASSETS:
Capital Stock, at par:
  Class A .................................................       $     9,867    $     18,304     $     7,159    $     12,682
  Class D                                                                 253             131             329             668
Additional paid-in capital ................................        77,894,645     140,608,940      55,517,834     102,662,939
Undistributed/accumulated net realized
  gain (loss) .............................................         2,078,751       2,407,234         371,396         724,387
Net unrealized appreciation of investments ................         7,020,067      11,194,884       4,354,808       8,521,345
                                                                  -----------    ------------     -----------    ------------
NET ASSETS ................................................       $87,003,583    $154,229,493     $60,251,526    $111,922,021
                                                                  ===========    ============     ===========    ============
NET ASSETS:
  Class A .................................................       $84,821,960    $153,126,162     $57,601,297    $106,328,118
  Class D .................................................         2,181,623       1,103,331       2,650,229       5,593,903

SHARES OF CAPITAL STOCK OUTSTANDING
  ($.001 PAR VALUE):
  Class A .................................................         9,866,681      18,303,910       7,158,690      12,681,944
  Class D .................................................           253,558         131,260         329,620         667,830

NET ASSET VALUE PER SHARE:
  CLASS A .................................................             $8.60           $8.37           $8.05           $8.38
  CLASS D .................................................             $8.60           $8.41           $8.04           $8.38

- ----------------------
See Notes to Financial Statements.

</TABLE>

                                       39
<PAGE>

<TABLE>
<CAPTION>

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1998

                                                           NATIONAL        COLORADO        GEORGIA      LOUISIANA        MARYLAND 
                                                            SERIES          SERIES          SERIES         SERIES         SERIES  
                                                         ------------   -------------   -------------  -------------  -------------
<S>                                                       <C>            <C>             <C>            <C>            <C>
INVESTMENT INCOME:
Interest ..........................................       $5,890,123     $2,702,213      $2,764,172     $3,256,299     $3,151,030  
                                                          ----------     ----------      ----------     ----------     ----------
EXPENSES:
Management fees ...................................          522,358        236,819         253,187        283,699        276,179
Distribution and service fees .....................          144,067         48,288          72,377         60,185         73,397
Shareholder account services ......................          128,464         63,960          70,106         68,976         76,286
Auditing and legal fees ...........................           35,088         38,029          36,590         38,371         37,938
Registration ......................................           28,590         11,929          14,206         15,673         16,143
Shareholder reports and communications ............           14,047         10,951          13,278         13,652         15,704
Custody and related services ......................           10,266          9,828           8,947         11,739          7,135
Directors' fees and expenses ......................            5,244          4,873           4,957          4,928          4,884
Miscellaneous .....................................            5,414          3,353           3,354          3,477          3,524
                                                          ----------     ----------      ----------     ----------     ----------
TOTAL EXPENSES ....................................          893,538        428,030         477,002        500,700        511,190
                                                          ----------     ----------      ----------     ----------     ----------
NET INVESTMENT INCOME .............................        4,996,585      2,274,183       2,287,170      2,755,599      2,639,840
                                                          ----------     ----------      ----------     ----------     ----------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain on investments ..................        1,375,240      1,217,468         355,347        750,930        183,975
Net change in unrealized appreciation
  of investments ..................................        2,557,155        133,704       1,483,755        904,770      1,341,557
                                                          ----------     ----------      ----------     ----------     ----------
NET GAIN ON INVESTMENTS ...........................        3,932,395      1,351,172       1,839,102      1,655,700      1,525,532
                                                          ----------     ----------      ----------     ----------     ----------
INCREASE IN NET ASSETS FROM OPERATIONS ............       $8,928,980     $3,625,355      $4,126,272     $4,411,299     $4,165,372
                                                          ==========     ==========      ==========     ==========     ==========
</TABLE>

- -----------------------------
See Notes to Financial Statements.


                                       40


<PAGE>


<TABLE>
<CAPTION>

 MASSACHUSETTS     MICHIGAN        MINNESOTA       MISSOURI       NEW YORK           OHIO         OREGON     SOUTH CAROLINA
     SERIES         SERIES           SERIES         SERIES         SERIES           SERIES        SERIES         SERIES  
- -----------------------------    ------------    ------------   ------------    ------------   ------------  --------------
<S>              <C>               <C>            <C>            <C>            <C>              <C>             <C>
$ 6,041,059      $ 8,081,223      $6,978,847      $2,860,843     $4,741,309     $ 8,760,743      $3,153,675      $5,980,487 
- -----------      -----------      ----------      ----------     ----------     -----------      ----------      ---------- 
                                                                                                                            
    545,891          726,553         614,405         260,574        426,872         768,368         287,757         539,515 
    116,077          153,231         134,829          56,182         92,196         152,714          71,660         142,882 
    133,887          183,757         170,425          71,916         98,764         192,969          76,751         137,733 
     39,566           35,761          38,824          35,841         35,086          36,526          40,474          36,487 
     15,581           17,776          11,713          12,948         14,886          15,797          12,974          14,238 
     16,168           19,074          16,241          13,147         14,985          18,565          13,780           9,381 
     11,006           11,378          13,669          10,240         11,193          10,040          12,912          14,206 
      5,578            6,214           5,808           4,942          5,157           6,336           5,021           5,863 
      5,755            7,210           6,539           3,406          4,640           7,653           3,617           5,584 
- -----------      -----------      ----------      ----------     ----------     -----------      ----------      ---------- 
    889,509        1,160,954       1,012,453         469,196        703,779       1,208,968         524,946         905,889 
- -----------      -----------      ----------      ----------     ----------     -----------      ----------      ---------- 
  5,151,550        6,920,269       5,966,394       2,391,647      4,037,530       7,551,775       2,628,729       5,074,598 
- -----------      -----------      ----------      ----------     ----------     -----------      ----------      ---------- 
                                                                                                                            
                                                                                                                            
    360,413        2,466,720       2,326,890         792,748      2,733,067       3,398,423         375,535       1,214,196 
                                                                                                                            
  4,686,395        2,641,464         714,989         984,919      1,350,015       1,953,712       1,637,046       2,638,545 
- -----------      -----------      ----------      ----------     ----------     -----------      ----------      ---------- 
  5,046,808        5,108,184       3,041,879       1,777,667      4,083,082       5,352,135       2,012,581       3,852,741 
- -----------      -----------      ----------      ----------     ----------     -----------      ----------      ---------- 
$10,198,358      $12,028,453      $9,008,273      $4,169,314     $8,120,612     $12,903,910      $4,641,310      $8,927,339 
===========      ===========      ==========      ==========     ==========     ===========      ==========      ========== 

</TABLE>

                                       41



<PAGE>

STATEMENT OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                         NATIONAL SERIES                 COLORADO SERIES                     GEORGIA SERIES  
                                 -----------------------------    -------------------------------   -------------------------------
                                    YEAR ENDED SEPTEMBER 30,          YEAR ENDED SEPTEMBER 30,          YEAR ENDED SEPTEMBER 30, 
                                 -----------------------------    -------------------------------   -------------------------------
                                       1998           1997             1998             1997             1998            1997      
                                 --------------  -------------    --------------    -------------   ---------------  --------------
<S>                              <C>              <C>              <C>              <C>              <C>              <C>
OPERATIONS:
Net investment income ........   $   4,996,585    $   5,074,538    $   2,274,183    $   2,552,660    $   2,287,170    $   2,496,948
Net realized gain (loss) 
  on investments .............       1,375,240          278,366        1,217,468       (1,295,378)         355,347          117,571
Net change in unrealized
  appreciation of 
  investments ................       2,557,155        3,753,003          133,704        2,352,484        1,483,755        1,648,469
                                 -------------    -------------    -------------    -------------    -------------    -------------
INCREASE IN NET ASSETS 
  FROM OPERATIONS.............       8,928,980        9,105,907        3,625,355        3,609,766        4,126,272        4,262,988
                                 -------------    -------------    -------------    -------------    -------------    -------------

DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
   Class A ...................      (4,774,389)      (4,906,738)      (2,263,810)      (2,542,330)      (2,185,497)      (2,406,265)
   Class D ...................        (222,196)        (167,800)         (10,373)         (10,330)        (101,673)         (90,683)
Net realized gain on 
  investments:
   Class A ...................            --               --               --               --           (187,062)        (180,236)
   Class D ...................            --               --               --               --            (10,787)          (6,873)
                                 -------------    -------------    -------------    -------------    -------------    -------------
Decrease in Net Assets from
   Distributions .............      (4,996,585)      (5,074,538)      (2,274,183)      (2,552,660)      (2,485,019)      (2,684,057)
                                 -------------    -------------    -------------    -------------    -------------    -------------

CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale 
  of shares:
   Class A ...................       7,098,841        3,114,125        1,287,016        1,076,262        2,038,654        4,134,682
   Class D ...................         929,650          475,323          143,429           32,754          918,990        1,056,744
Net asset value of shares 
  issued in payment 
  of dividends:
   Class A ...................       2,620,048        2,676,250        1,265,360        1,383,913        1,422,482        1,593,994
   Class D ...................         171,356          108,599            7,311            6,306           87,282           74,720
Exchanged from 
  associated Funds:
   Class A ...................       7,059,979        5,221,126        2,208,315        2,519,749          260,904          220,471
   Class D ...................      16,952,120       35,760,206           40,000           13,676           53,323           46,374
Net asset value of shares 
  issued in payment of 
  gain distributions:
   Class A ...................            --               --               --               --            145,261          140,329
   Class D ...................            --               --               --               --              9,588            6,295
                                 -------------    -------------    -------------    -------------    -------------    -------------
Total ........................      34,831,994       47,355,629        4,951,431        5,032,660        4,936,484        7,273,609
                                 -------------    -------------    -------------    -------------    -------------    -------------
Cost of shares repurchased:
   Class A ...................      (9,998,684)     (10,801,204)      (7,569,275)      (6,020,226)      (6,905,867)      (6,985,116)
   Class D ...................        (631,664)        (585,245)         (78,801)         (45,914)        (608,241)        (749,883)
Exchanged into 
  associated Funds:
   Class A ...................      (6,101,457)      (5,287,181)      (2,730,725)      (2,526,522)        (703,073)        (984,750)
   Class D ...................     (12,491,491)     (38,546,451)         (14,735)         (29,141)        (381,284)        (201,142)
                                 -------------    -------------    -------------    -------------    -------------    -------------
Total ........................     (29,223,296)     (55,220,081)     (10,393,536)      (8,621,803)      (8,598,465)      (8,920,891)
                                 -------------    -------------    -------------    -------------    -------------    -------------
INCREASE (DECREASE) 
  IN NET ASSETS
  FROM CAPITAL SHARE 
  TRANSACTIONS ...............       5,608,698       (7,864,452)      (5,442,105)      (3,589,143)      (3,661,981)      (1,647,282)
                                 -------------    -------------    -------------    -------------    -------------    -------------
INCREASE (DECREASE) 
  IN NET ASSETS ..............       9,541,093       (3,833,083)      (4,090,933)      (2,532,037)      (2,020,728)         (68,351)

NET ASSETS:

Beginning of year ............      99,760,270      103,593,353       50,018,092       52,550,129       53,254,014       53,322,365
                                 -------------    -------------    -------------    -------------    -------------    -------------
END OF YEAR ..................   $ 109,301,363    $  99,760,270    $  45,927,159    $  50,018,092    $  51,233,286    $  53,254,014
                                 =============    =============    =============    =============    =============    =============
</TABLE>

- -------------
See Notes to Financial Statements.


                                       42
<PAGE>
<TABLE>
<CAPTION>
                                         LOUISIANA SERIES                 MARYLAND SERIES                 MASSACHUSETTS SERIES      
                                 ------------------------------   --------------------------------   -------------------------------
                                     YEAR ENDED SEPTEMBER 30,        YEAR ENDED SEPTEMBER 30,         YEAR ENDED SEPTEMBER 30,      
                                 ------------------------------  --------------------------------   ------------------------------- 
                                       1998            1997            1998             1997              1998           1997       
                                 -------------    -------------    -------------    -------------    -------------    ------------- 
<S>                               <S>             <C>             <C>               <C>             <C>              <C>            
OPERATIONS:                      
Net investment income ........   $   2,755,599    $   2,882,172    $   2,639,840    $   2,728,689    $   5,151,550    $   5,574,868 
Net realized gain (loss)         
  on investments .............         750,930           96,176          183,975          383,873          360,413        1,304,763 
Net change in unrealized         
  appreciation of                
  investments ................         904,770        1,423,177        1,341,557          952,592        4,686,395        1,867,804 
                                 -------------    -------------    -------------    -------------    -------------    ------------- 
INCREASE IN NET ASSETS           
  FROM OPERATIONS.............       4,411,299        4,401,525        4,165,372        4,065,154       10,198,358        8,747,435 
                                 -------------    -------------    -------------    -------------    -------------    ------------- 
                                 
DISTRIBUTIONS TO SHAREHOLDERS:   
Net investment income:           
   Class A ...................      (2,732,585)      (2,865,407)      (2,539,788)      (2,647,830)      (5,099,272)      (5,516,992)
   Class D ...................         (23,014)         (16,765)        (100,052)         (80,859)         (52,278)         (57,876)
Net realized gain on             
  investments:                   
   Class A ...................         (95,055)        (753,044)        (307,098)        (281,130)      (1,288,484)      (1,068,791)
   Class D ...................            (862)          (5,217)         (11,949)         (11,087)         (14,760)         (14,031)
                                 -------------    -------------    -------------    -------------    -------------    ------------- 
Decrease in Net Assets from      
   Distributions .............      (2,851,516)      (3,640,433)      (2,958,887)      (3,020,906)      (6,454,794)      (6,657,690)
                                 -------------    -------------    -------------    -------------    -------------    ------------- 
                                 
CAPITAL SHARE TRANSACTIONS:      
Net proceeds from sale           
  of shares:                     
   Class A ...................       1,593,079        1,489,134        3,716,423        1,434,072        2,426,260        2,431,716 
   Class D ...................         275,183          135,107        1,423,657          510,347          392,038          288,117 
Net asset value of shares        
  issued in payment              
  of dividends:                  
   Class A ...................       1,366,881        1,461,539        1,496,930        1,543,240        3,066,637        3,307,753 
   Class D ...................          16,878            9,122           78,222           69,209           22,770           31,220 
Exchanged from                   
  associated Funds:              
   Class A ...................          29,131           21,008          294,333          613,677       10,859,223       11,842,999 
   Class D ...................          45,621             --             16,794             --            116,384            8,924 
Net asset value of shares        
  issued in payment of           
  gain distributions:            
   Class A ...................          64,975          518,498          225,691          205,081          951,011          774,630 
   Class D ...................             692            3,466           10,991           10,110            7,293            9,688 
                                 -------------    -------------    -------------    -------------    -------------    ------------- 
Total ........................       7,273,609        3,392,440        3,637,874        7,263,041        4,385,736       17,841,616 
                                 -------------    -------------    -------------    -------------    -------------    ------------- 
Cost of shares repurchased:      
   Class A ...................      (4,220,025)      (5,240,608)      (4,254,611)      (5,400,781)      (9,987,117)     (11,114,300)
   Class D ...................         (28,622)         (34,626)        (521,910)        (509,633)        (361,116)        (510,040)
Exchanged into                   
  associated Funds:              
   Class A ...................        (266,535)         (69,802)        (282,486)        (896,334)     (11,696,486)      (9,172,465)
   Class D ...................            --               --             (3,461)         (99,960)            --             (8,905)
                                 -------------    -------------    -------------    -------------    -------------    ------------- 
Total ........................      (4,515,182)      (5,345,036)      (5,062,468)      (6,906,708)     (22,044,719)     (20,805,710)
                                 -------------    -------------    -------------    -------------    -------------    ------------- 
INCREASE (DECREASE)              
  IN NET ASSETS                  
  FROM CAPITAL SHARE             
  TRANSACTIONS ...............      (1,122,742)      (1,707,162)       2,200,573       (2,520,972)      (4,203,103)      (2,110,663)
                                 -------------    -------------    -------------    -------------    -------------    ------------- 
INCREASE (DECREASE)              
  IN NET ASSETS ..............         437,041         (946,070)       3,407,058       (1,476,724)        (459,539)         (20,918)
                                 
NET ASSETS:                      
                                 
Beginning of year ............      56,707,611       57,653,681       54,611,555       56,088,279      111,255,655      111,276,573 
                                 -------------    -------------    -------------    -------------    -------------    ------------- 
END OF YEAR ..................   $  57,144,652    $  56,707,611    $  58,018,613    $  54,611,555    $ 110,796,116    $ 111,255,655 
                                 =============    =============    =============    =============    =============    ============= 
</TABLE>
                                 
- -------------                    
See Notes to Financial Statements.
                                 


                                  

<PAGE>


                                          MICHIGAN SERIES      
                                 ------------------------------
                                    YEAR ENDED SEPTEMBER 30,   
                                 ----------------------------- 
                                     1998              1997    
                                 -------------    -------------
OPERATIONS:                      
Net investment income ........   $   6,920,269    $   7,494,605
Net realized gain (loss)         
  on investments .............       2,466,720        1,259,022
Net change in unrealized         
  appreciation of                
  investments ................       2,641,464        2,653,074
                                 -------------    -------------
INCREASE IN NET ASSETS           
  FROM OPERATIONS.............      12,028,453       11,406,701
                                 -------------    -------------
                                 
DISTRIBUTIONS TO SHAREHOLDERS:   
Net investment income:           
   Class A ...................      (6,853,272)      (7,427,374)
   Class D ...................         (66,997)         (67,231)
Net realized gain on             
  investments:                   
   Class A ...................      (1,235,329)      (1,581,301)
   Class D ...................         (15,651)         (17,780)
                                 -------------    -------------
Decrease in Net Assets from      
   Distributions .............      (8,171,249)      (9,093,686)
                                 -------------    -------------
                                 
CAPITAL SHARE TRANSACTIONS:      
Net proceeds from sale           
  of shares:                     
   Class A ...................       4,780,685        5,064,050
   Class D ...................         325,385          706,948
Net asset value of shares        
  issued in payment              
  of dividends:                  
   Class A ...................       4,190,240        4,475,470
   Class D ...................          50,303           47,279
Exchanged from                   
  associated Funds:              
   Class A ...................       2,928,969        9,115,725
   Class D ...................         106,164          258,662
Net asset value of shares        
  issued in payment of           
  gain distributions:            
   Class A ...................         911,174        1,180,119
   Class D ...................          14,084           13,960
                                 -------------    -------------
Total ........................      13,307,004       13,307,004
                                 -------------    -------------
Cost of shares repurchased:      
   Class A ...................     (12,531,450)     (15,967,293)
   Class D ...................        (479,641)        (552,079)
Exchanged into                   
  associated Funds:              
   Class A ...................      (3,299,610)     (10,959,291)
   Class D ...................         (66,539)        (145,528)
                                 -------------    -------------
Total ........................     (16,377,240)     (27,624,191)
                                 -------------    -------------
INCREASE (DECREASE)              
  IN NET ASSETS                  
  FROM CAPITAL SHARE             
  TRANSACTIONS ...............      (3,070,236)      (6,761,978)
                                 -------------    -------------
INCREASE (DECREASE)              
  IN NET ASSETS ..............         786,968       (4,448,963)
                                 
NET ASSETS:                      
                                 
Beginning of year ............     145,215,349      149,664,312
                                 -------------    -------------
END OF YEAR ..................    $146,002,317    $ 145,215,349
                                 =============    =============
                                 
- -------------                    
See Notes to Financial Statements.
                                 


                                       43

<PAGE>
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                 MINNESOTA SERIES               MISSOURI SERIES               NEW YORK SERIES       
                                          -----------------------------  ----------------------------  -----------------------------
                                             YEAR ENDED SEPTEMBER 30,      YEAR ENDED SEPTEMBER 30,      YEAR ENDED SEPTEMBER 30,   
                                          -----------------------------  ----------------------------  -----------------------------
                                                1998          1997            1998          1997            1998         1997       
                                          --------------- -------------  -------------- -------------  -------------- --------------
<S>                                          <C>            <C>             <C>          <C>             <C>          <C>
OPERATIONS:
Net investment income .................       $ 5,966,394   $ 6,538,641     $ 2,391,647  $ 2,583,310     $ 4,037,530  $ 4,228,630   
Net realized gain on investments ......         2,326,890       757,947         792,748      389,565       2,733,067      200,181   
Net change in unrealized
  appreciation of investments .........           714,989       978,768         984,919      900,350       1,350,015    3,171,620   
                                             ------------  ------------     -----------  -----------     -----------  -----------   
INCREASE IN NET ASSETS 
  FROM OPERATIONS .....................         9,008,273     8,275,356       4,169,314    3,873,225       8,120,612    7,600,431   
                                             ------------  ------------     -----------  -----------     -----------  -----------   
DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
   Class A ............................        (5,891,605)   (6,456,679)     (2,377,089)  (2,563,601)     (3,969,021)  (4,176,066)  
   Class D ............................           (74,789)      (81,962)        (14,558)     (19,709)        (68,509)     (52,564)  
Net realized gain on investments:
   Class A ............................          (139,563)           --        (437,159)    (542,355)       (837,486)    (213,515)  
   Class D ............................            (2,075)           --          (3,680)      (5,999)        (15,723)      (3,062)  
                                             ------------  ------------     -----------  -----------     -----------  -----------   

DECREASE IN NET ASSETS FROM
   DISTRIBUTIONS ......................        (6,108,032)   (6,538,641)     (2,832,486)  (3,131,664)     (4,890,739)  (4,445,207)  
                                             ------------  ------------     -----------  -----------     -----------  -----------   

CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares:
   Class A ............................         3,759,777     5,444,733       1,518,510    5,524,679       3,404,935    3,917,958   
   Class D ............................           583,305       135,740          79,605       39,028         541,566      431,628   
Net asset value of shares issued in 
  payment of dividends:
   Class A ............................         3,934,003     4,394,871       1,135,261    1,240,533       2,342,732    2,427,328   
   Class D ............................            42,082        55,878          12,480       15,171          49,242       36,517   
Exchanged from associated Funds:
   Class A ............................           373,852       356,606         223,404      243,591       3,247,626    4,314,919   
   Class D ............................           132,637        90,000              --          100         109,289       12,295   
Net asset value of shares issued in 
  payment of gain distributions:
   Class A ............................           112,803            --         281,752      354,701         666,270      166,872   
   Class D ............................             1,581            --           2,904        5,296          12,694        2,545   
                                             ------------  ------------     -----------  -----------     -----------  -----------   
Total .................................         8,940,040    10,477,828       3,253,916    7,423,099      10,374,354   11,310,062   
                                             ------------  ------------     -----------  -----------     -----------  -----------   
Cost of shares repurchased:
   Class A ............................       (10,246,157)  (14,412,829)     (6,778,544)  (4,255,392)     (8,149,245)  (9,574,807)  
   Class D ............................          (199,128)     (503,408)       (162,241)    (114,612)       (152,914)     (68,104)  
Exchanged into associated Funds:
   Class A ............................        (1,084,969)   (1,994,727)       (522,272)  (1,021,172)     (3,375,173)  (3,551,797)  
   Class D ............................          (306,816)      (39,298)             --      (40,189)        (22,942)     (42,506)  
                                             ------------  ------------     -----------  -----------     -----------  -----------   
Total .................................       (11,837,070)  (16,950,262)     (7,463,057)  (5,431,365)    (11,700,274) (13,237,214)  
                                             ------------  ------------     -----------  -----------     -----------  -----------   
INCREASE (DECREASE) IN NET ASSETS
  FROM CAPITAL SHARE TRANSACTIONS .....        (2,897,030)   (6,472,434)     (4,209,141)   1,991,734      (1,325,920)  (1,927,152)  
                                             ------------  ------------     -----------  -----------     -----------  -----------   
INCREASE (DECREASE) IN NET ASSETS                   3,211    (4,735,719)     (2,872,313)   2,733,295       1,903,953    1,228,072   
NET ASSETS:
Beginning of year .....................       123,473,299   128,209,018      53,239,726   50,506,431      85,099,630   83,871,558   
                                             ------------  ------------     -----------  -----------     -----------  -----------   
END OF YEAR ...........................      $123,476,510  $123,473,299     $50,367,413  $53,239,726     $87,003,583  $85,099,630   
                                            =============  ============     ===========  ===========     ===========  ===========  
- ------------------
See Notes to Financial Statements.
</TABLE>

                                       44

<PAGE>
<TABLE>
<CAPTION>
                                                  OHIO SERIES                  OREGON SERIES              SOUTH CAROLINA SERIES
                                         -----------------------------  ---------------------------- ------------------------------
                                           YEAR ENDED SEPTEMBER 30,      YEAR ENDED SEPTEMBER 30,       YEAR ENDED SEPTEMBER 30,
                                         -----------------------------  ---------------------------- ------------------------------
                                              1998          1997            1998         1997              1998         1997
                                          ----------------------------  ----------------------------   ----------------------------
<S>                                        <C>            <C>             <C>          <C>             <C>          <C>
OPERATIONS:
Net investment income .................    $ 7,551,775   $ 8,161,050     $ 2,628,729   $ 2,771,624      $ 5,074,598   $ 5,370,795
Net realized gain on investments ......      3,398,423     1,052,154         375,535       747,838        1,214,196       452,558
Net change in unrealized
  appreciation of investments .........      1,953,712     2,121,935       1,637,046     1,208,172        2,638,545     2,381,666
                                          ------------  ------------     -----------   -----------     ------------  ------------
INCREASE IN NET ASSETS 
  FROM OPERATIONS .....................     12,903,910    11,335,139       4,641,310     4,727,634        8,927,339     8,205,019
                                          ------------  ------------     -----------   -----------     ------------  ------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
   Class A ............................     (7,504,421)   (8,118,451)     (2,555,801)   (2,712,769)      (4,905,709)   (5,239,991)
   Class D ............................        (47,354)      (42,599)        (72,928)      (58,855)        (168,889)     (130,804)
Net realized gain on investments:
   Class A ............................     (2,017,799)   (1,382,343)       (700,268)     (304,704)        (905,320)   (1,667,625)
   Class D ............................        (15,589)       (8,277)        (21,792)       (8,165)         (34,538)      (42,381)
                                          ------------  ------------     -----------   -----------     ------------  ------------

DECREASE IN NET ASSETS FROM
   DISTRIBUTIONS ......................     (9,585,163)   (9,551,670)     (3,350,789)   (3,084,493)      (6,014,456)   (7,080,801)
                                          ------------  ------------     -----------   -----------     ------------  ------------

CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares:
   Class A ............................      3,716,543     3,568,969       4,579,085     2,019,494       10,736,862     4,596,375
   Class D ............................        208,265       352,330         912,518       513,511        2,250,161     1,258,114
Net asset value of shares issued in 
  payment of dividends:
   Class A ............................      4,618,664     5,063,815       1,588,261     1,713,320        2,804,800     3,057,472
   Class D ............................         40,700        38,045          56,847        43,464          133,057       111,193
Exchanged from associated Funds:
   Class A ............................        404,291       858,387         120,904        59,994          452,032       385,497
   Class D ............................         70,396        15,368          47,138       105,958           52,119        29,567
Net asset value of shares issued in 
  payment of gain distributions:
   Class A ............................      1,532,501     1,060,708         536,993       232,602          698,627     1,298,064
   Class D ............................         13,962         7,582          18,047         6,239           31,538        40,550
                                          ------------  ------------     -----------   -----------     ------------  ------------
Total .................................     10,605,322    10,965,204       7,859,793     4,694,582       17,159,196    10,776,832
                                          ------------  ------------     -----------   -----------     ------------  ------------
Cost of shares repurchased:
   Class A ............................    (13,102,427)  (18,663,417)     (5,263,365)   (6,926,397)     (10,837,647)  (16,191,089)
   Class D ............................       (395,804)     (216,985)       (103,120)     (525,899)        (605,605)     (432,224)
Exchanged into associated Funds:
   Class A ............................     (1,758,230)   (1,482,349)       (437,002)     (801,759)      (1,330,837)   (1,366,846)
   Class D ............................        (17,309)      (60,245)        (12,598)      (51,638)         (57,130)     (106,657)
                                          ------------  ------------     -----------   -----------     ------------  ------------
Total .................................    (15,273,770)  (20,422,996)     (5,816,085)   (8,305,693)     (12,831,219)  (18,096,816)
                                          ------------  ------------     -----------   -----------     ------------  ------------
INCREASE (DECREASE) IN NET ASSETS
  FROM CAPITAL SHARE TRANSACTIONS .....     (4,668,448)   (9,457,792)      2,043,708    (3,611,111)       4,327,977    (7,319,984)
                                          ------------  ------------     -----------   -----------     ------------  ------------
INCREASE (DECREASE) IN NET ASSETS           (1,349,701)   (7,674,323)      3,334,229    (1,967,970)       7,240,860    (6,195,766)
NET ASSETS:
Beginning of year .....................    155,579,194   163,253,517      56,917,297    58,885,267      104,681,161   110,876,927
                                          ------------  ------------     -----------   -----------     ------------  ------------
END OF YEAR ...........................   $154,229,493  $155,579,194     $60,251,526   $56,917,297     $111,922,021  $104,681,161
                                          ============  ============     ===========   ===========     ============  ============
- ------------------
See Notes to Financial Statements.
</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. 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 charge ("CDSC") 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 CDSC 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, 1998,
   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,
1998, were as follows:

   SERIES                  PURCHASES                 SALES
- --------------           -------------          --------------
National                  $23,762,460            $18,323,615
Colorado                   13,277,678             18,619,022
Georgia                     1,442,325              5,205,437
Louisiana                   8,789,265             10,259,954
Maryland                    4,075,165              4,145,015
Massachusetts              14,246,324             18,932,828
Michigan                   33,205,383             36,554,371
Minnesota                  25,897,686             27,603,543
Missouri                   10,775,390             14,822,167
New York                   33,532,285             34,942,327
Ohio                       37,247,043             44,155,347
Oregon                      7,559,695              7,064,965
South Carolina             20,757,120             17,566,580


                                       46


<PAGE>
NOTES TO FINANCIAL STATEMENTS



     At  September  30, 1998,  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  of  portfolio
securities was as follows:

                             TOTAL
                          UNREALIZED
   SERIES                APPRECIATION
- -------------           ---------------
National                  $ 7,751,103
Colorado                    3,260,829
Georgia                     4,600,097
Louisiana                   4,268,968
Maryland                    4,423,049
Massachusetts               9,249,621
Michigan                   10,876,792
Minnesota                   7,786,100
Missouri                    3,505,479
New York                    7,020,067
Ohio                       11,194,884
Oregon                      4,354,808
South Carolina              8,521,345

4. MANAGEMENT FEE, DISTRIBUTION 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 Advisors, Inc. (the "Distributor") (formerly Seligman Financial
Services, Inc.), 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 sales of Class A shares:

                          DISTRIBUTOR               DEALER
   SERIES                 CONCESSIONS             COMMISSIONS
- --------------          --------------          --------------
National                    $10,617               $ 75,401
Colorado                      5,093                 38,359
Georgia                       6,978                 52,316
Louisiana                     6,743                 50,723
Maryland                     10,969                 80,864
Massachusetts                 9,068                 65,913
Michigan                     21,176                155,700
Minnesota                    16,223                116,958
Missouri                      7,654                 52,971
New York                      7,561                 58,094
Ohio                         17,244                124,965
Oregon                       15,346                121,619
South Carolina               23,670                171,364

    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, 1998, the Distributor charged such fees to the Fund pursuant to
the Plan as follows:

                          TOTAL FEES             % OF AVERAGE
   SERIES                    PAID                 NET ASSETS
- --------------           -------------          ---------------
National                     $ 87,412                .09%
Colorado                       45,621                .10
Georgia                        44,562                .09
Louisiana                      54,359                .10
Maryland                       47,718                .09
Massachusetts                 102,371                .09
Michigan                      135,906                .09
Minnesota                     115,933                .09
Missouri                       52,242                .10
New York                       74,294                .09
Ohio                          140,954                .09
Oregon                         51,836                .09
South Carolina                 98,768                .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, 1998, fees incurred under the Plan
equivalent to 1% per annum of the average daily net assets of Class D shares
were as follows:

   SERIES                            SERIES
- --------------                    -------------
National            $56,655       Minnesota            $18,896
Colorado              2,667       Missouri               3,940
Georgia              27,815       New York              17,902
Louisiana             5,826       Ohio                  11,760
Maryland             25,679       Oregon                19,824
Massachusetts        13,706       South Carolina        44,114
Michigan             17,325


                                       47

<PAGE>
NOTES TO FINANCIAL STATEMENTS

The Distributor is entitled to retain any CDSC 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, 1998, such charges were as follows:

   SERIES                            SERIES
- -------------                     -------------
National            $ 3,560       Minnesota               $ 47
Colorado                219       Missouri                  35
Georgia              26,175       New York               1,310
Maryland                445       Ohio                   1,259
Massachusetts           267       Oregon                    40
Michigan                397       South Carolina         2,648

    Seligman Services, Inc., an affiliate of the Manager, is eligible to receive
commissions from certain sales of shares of the Fund, as well as distribution
and service fees pursuant to the Plan. For the year ended September 30, 1998,
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                     $ 192                 $7,528
Colorado                     2,216                  2,599
Georgia                      1,654                    918
Louisiana                      117                  1,112
Maryland                       366                  1,572
Massachusetts                  718                  2,105
Michigan                       219                  2,822
Minnesota                    1,344                  2,335
Missouri                       405                  3,410
New York                     3,453                 13,359
Ohio                         4,159                  3,900
Oregon                          45                  1,682
South Carolina              19,615                  4,498

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

   SERIES                            SERIES
- -------------                     ------------
National           $128,464       Minnesota           $170,425
Colorado             63,960       Missouri              71,916
Georgia              70,106       New York              98,764
Louisiana            68,976       Ohio                 192,969
Maryland             76,286       Oregon                76,751
Massachusetts       133,887       South Carolina       137,733
Michigan            183,757

    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. Directors may elect to have their
deferred fees accrue interest or earn a return based on the performance of the
Fund or other funds in the Seligman Group of Investment Companies. Deferred fees
and related accrued earnings are not deductible for federal income tax purposes
until such amounts are paid. The cost of such fees and earnings accrued thereon
is included in directors' fees and expenses, and the accumulated balances
thereof at September 30, 1998, are included in other liabilities as follows:

  SERIES                             SERIES
- ------------                      -------------
National            $16,068       Minnesota            $13,782
Colorado             10,193       Missouri              10,201
Georgia               9,587       New York              13,693
Louisiana            11,049       Ohio                  13,851
Maryland             11,045       Oregon                10,045
Massachusetts        13,748       South Carolina         9,707
Michigan             13,378

5. COMMITTED LINE OF CREDIT -- Effective July 1, 1998, the Fund entered into a
joint $800 million committed line of credit that is shared by substantially all
funds in the Seligman Group of Investment Companies. Each Series' borrowings are
limited to 10% of its net assets. Borrowings pursuant to the credit facility are
subject to interest at a rate equal to the overnight federal funds rate plus
0.50% on an overnight basis. Each Series incurs a commitment fee of 0.08% per
annum on its share of the unused portion of the credit facility. The credit
facility may be drawn upon only for temporary purposes and is subject to certain
other customary restrictions. The credit facility commitment expires one year
from the date of the agreement but is renewable with the consent of the
participating banks. To date, the Fund has not borrowed from the credit
facility.

6. 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 on an annual basis. At
September 30, 1998, the net loss carryforwards for the National and Colorado
Series amounted to $1,559,215 and $115,843, 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 and Colorado Series until net capital gains have
been realized in excess of the available capital loss carryforwards.


                                       48

<PAGE>
NOTES TO FINANCIAL STATEMENTS

7. CAPITAL STOCK TRANSACTIONS -- The Fund has 1,300,000,000 shares of Capital
Stock authorized. At September 30, 1998, 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,
                                ------------------------ ------------------------ ------------------------ -------------------------
                                    1998        1997         1998        1997         1998        1997         1998        1997
                                ------------ ----------- ------------ ----------- ------------ ----------- ------------ -----------
<S>                                 <C>         <C>          <C>         <C>          <C>         <C>          <C>        <C>    
Sales of shares:
  Class A .....................     873,287     401,292      171,756     146,785      248,416     513,632      191,119    181,700
  Class D .....................     114,176      61,208       19,107       4,493      111,889     133,099       32,909     16,439
Shares issued in payment 
  of dividends:
  Class A .....................     321,523     343,369      168,624     188,633      173,232     200,681      163,549    179,244
  Class D .....................      21,003      13,912          974         860       10,608       9,380        2,019      1,120
Exchanged from associated Funds:
  Class A .....................     865,763     672,956      294,638     345,869       31,751      28,040        3,509      2,599
  Class D .....................   2,093,008   4,606,174        5,319       1,897        6,394       5,782        5,444         --
Shares issued in payment of 
  gain distributions:
  Class A .....................          --          --           --          --       17,956      17,674        7,857     63,776
  Class D .....................          --          --           --          --        1,182         792           84        426
                                  ---------   ---------    ---------    --------    ---------   ---------     --------  ---------
Total .........................   4,288,760   6,098,911      660,418     688,537      601,428     909,080      406,490    445,304
                                  ---------   ---------    ---------    --------    ---------   ---------     --------  ---------
Shares repurchased:
  Class A .....................  (1,226,722) (1,389,619)  (1,009,933)   (821,576)    (844,100)   (881,743)    (505,091)  (642,677)
  Class D .....................     (77,574)    (75,516)     (10,459)     (6,235)     (73,925)    (94,407)      (3,426)    (4,237)
Exchanged into associated Funds:
  Class A .....................    (747,805)   (679,856)    (363,810)   (345,924)     (86,018)   (123,961)     (31,881)    (8,595)
  Class D .....................  (1,545,820) (4,948,529)      (1,959)     (4,012)     (46,291)    (25,271)          --         --
                                  ---------   ---------    ---------    --------    ---------   ---------     --------  ---------
Total .........................  (3,597,921) (7,093,520)  (1,386,161) (1,177,747)  (1,050,334) (1,125,382)    (540,398)  (655,509)
                                  ---------   ---------    ---------    --------    ---------   ---------     --------  ---------
Increase (decrease) in shares .     690,839    (994,609)    (725,743)   (489,210)    (448,906)   (216,302)    (133,908)  (210,205)
                                  =========   =========    =========    ========    =========   =========     ========  =========


                                     MARYLAND SERIES       MASSACHUSETTS SERIES        MICHIGAN SERIES         MINNESOTA SERIES
                                ------------------------ ------------------------ ------------------------ -------------------------
                                       YEAR ENDED               YEAR ENDED               YEAR ENDED               YEAR ENDED
                                      SEPTEMBER 30,            SEPTEMBER 30,            SEPTEMBER 30,            SEPTEMBER 30,
                                ------------------------ ------------------------ ------------------------ -------------------------
                                    1998        1997         1998        1997         1998        1997         1998        1997
                                ------------ ----------- ------------ ----------- ------------ ----------- ------------ -----------
Sales of shares:
  Class A .....................     452,967     178,081      301,803     308,839      552,545     596,810      480,210    706,910
  Class D .....................     173,585      63,517       48,564      36,578       37,739      83,579       74,514     17,609
Shares issued in payment 
  of dividends:
  Class A .....................     182,716     192,610      381,287     420,799      484,322     529,332      502,233    569,754
  Class D .....................       9,536       8,633        2,830       3,981        5,822       5,592        5,371      7,244
Exchanged from associated Funds:
  Class A .....................      35,858      77,084    1,354,117   1,523,024      339,541   1,080,365       47,797     46,568
  Class D .....................       2,043          --       14,321       1,134       12,157      30,637       16,965     11,509
Shares issued in payment of 
  gain distributions:
  Class A .....................      27,829      25,571      120,229      98,428      106,820     139,825       14,480         --
  Class D .....................       1,354       1,259          923       1,232        1,653       1,654          203         --
                                  ---------   ---------    ---------    --------    ---------   ---------     --------  ---------
Total .........................     885,888     546,755    2,224,074   2,394,015    1,540,599   2,467,794    1,141,773  1,359,594
                                  ---------   ---------    ---------    --------    ---------   ---------     --------  ---------
Shares repurchased:
  Class A .....................    (519,240)   (674,114)  (1,241,182) (1,413,634)  (1,447,886) (1,886,059)  (1,308,615)(1,868,498)
  Class D .....................     (63,527)    (63,960)     (44,816)    (65,121)     (55,636)    (65,355)     (25,476)   (65,288)
Exchanged into associated Funds:
  Class A .....................     (34,518)   (112,466)  (1,454,254) (1,175,580)    (382,652) (1,297,651)    (138,742)  (258,689)
  Class D .....................        (423)    (12,507)          --      (1,133)      (7,657)    (17,125)     (38,924)    (5,099)
                                  ---------   ---------    ---------    --------    ---------   ---------     --------  ---------
Total .........................    (617,708)   (863,047)  (2,740,252) (2,655,468)  (1,893,831) (3,266,190)  (1,511,757)(2,197,574)
                                  ---------   ---------    ---------    --------    ---------   ---------     --------  ---------
Increase (decrease) in shares .     268,180     (316,292)   (516,178)   (261,453)    (353,232)   (798,396)    (369,984)  (837,980)
                                  =========   =========    =========    ========    =========   =========     ========  =========

</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,
                                ----------------------- ------------------------- ------------------------ -------------------------
                                    1998        1997         1998        1997         1998        1997         1998        1997
                                ------------ ----------- ------------ ----------- ------------ ----------- ------------ -----------
<S>                                 <C>         <C>          <C>         <C>          <C>         <C>          <C>        <C>    
Sales of shares:
  Class A ......................    192,882     722,053      409,090     486,564      453,643     441,039      578,820    262,547
  Class D ......................     10,178       5,024       64,754      52,683       25,288      43,216      115,620     66,778
Shares issued in payment 
  of dividends:
  Class A ......................    144,574     161,292      280,689     300,867      563,375     626,911      201,391    222,418
  Class D ......................      1,589       1,973        5,891       4,524        4,941       4,687        7,211      5,646
Exchanged from associated Funds:
  Class A ......................     28,380      31,545      389,085     540,465       49,472     106,616       15,314      7,803
  Class D ......................         --          13       12,843       1,501        8,543       1,906        5,944     13,881
Shares issued in payment of 
  gain distributions:
  Class A ......................     36,308      46,125       81,252      20,729      189,198     131,276       69,111     30,287
  Class D ......................        374         688        1,546         316        1,715         934        2,326        813
                                  ---------   ---------    ---------    --------    ---------   ---------     --------  ---------
Total ..........................    414,285     968,713    1,245,150   1,407,649    1,296,175   1,356,585      995,737    610,173
                                  ---------   ---------    ---------    --------    ---------   ---------     --------  ---------
Shares repurchased:
  Class A ......................   (861,837)   (553,544)    (974,859) (1,191,908)  (1,599,143) (2,310,439)    (666,927)  (900,692)
  Class D ......................    (20,769)    (15,067)     (18,301)     (8,476)     (48,136)    (26,589)     (13,128)   (68,686)
Exchanged into associated Funds:
  Class A ......................    (66,519)   (131,979)    (404,227)   (442,854)    (214,380)   (184,026)     (55,368)  (104,744)
  Class D ......................         --      (5,250)      (2,738)     (5,338)      (2,092)     (7,441)      (1,600)    (6,685)
                                  ---------   ---------    ---------    --------    ---------   ---------     --------  ---------
Total ..........................   (949,125)   (705,840)  (1,400,125) (1,648,576)  (1,863,751) (2,528,495)    (737,023)(1,080,807)
                                  ---------   ---------    ---------    --------    ---------   ---------     --------  ---------
Increase (decrease) in shares ..   (534,840)    262,873     (154,975)   (240,927)    (567,576) (1,171,910)     258,714   (470,634)
                                  =========   =========    =========   =========    =========   =========     ========  =========

</TABLE>

                                     SOUTH CAROLINA
                                -------------------------
                                       YEAR ENDED
                                      SEPTEMBER 30,
                                -------------------------
                                    1998        1997
                                ------------ -----------
Sales of shares:
  Class A ......................  1,307,029     572,615
  Class D ......................    273,163     156,977
Shares issued in payment 
  of dividends:
  Class A ......................    341,280     380,701
  Class D ......................     16,202      13,850
Exchanged from associated Funds:
  Class A ......................     54,738      47,863
  Class D ......................      6,370       3,643
Shares issued in payment of 
  gain distributions:
  Class A ......................     86,250     161,652
  Class D ......................      3,898       5,056
                                  ---------   ---------
Total ..........................  2,088,930   1,342,357
                                  ---------   ---------
Shares repurchased:
  Class A ...................... (1,319,559) (2,018,325)
  Class D ......................    (73,888)    (53,697)
Exchanged into associated Funds:
  Class A ......................   (162,725)   (170,000)
  Class D ......................     (6,993)    (13,276)
                                  ---------   ---------
Total .......................... (1,563,165) (2,255,298)
                                  ---------   ---------
Increase (decrease) in shares ..    525,765    (912,941)
                                  =========   =========

                                       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.

NATIONAL SERIES

<TABLE>
<CAPTION>
                                                                                              CLASS A
                                                                        ---------------------------------------------------
                                                                                     YEAR ENDED SEPTEMBER 30,
                                                                        1998       1997        1996        1995       1994
                                                                        -----      -----       -----       -----      -----
<S>                                                                     <C>        <C>         <C>         <C>        <C>  
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF YEAR ...............................      $8.01      $7.70       $7.58       $7.18      $8.72
                                                                        -----      -----       -----       -----      -----
Net investment income ............................................       0.39       0.39        0.40        0.40       0.41
Net realized and unrealized
  investment gain (loss) .........................................       0.31       0.31        0.12        0.40      (1.04)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM
  INVESTMENT OPERATIONS ..........................................       0.70       0.70        0.52        0.80      (0.63)
Dividends paid or declared .......................................      (0.39)     (0.39)      (0.40)      (0.40)     (0.41)
Distributions from net gain realized .............................         --         --          --          --      (0.50)
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .......................       0.31       0.31        0.12        0.40      (1.54)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF YEAR .....................................      $8.32      $8.01       $7.70       $7.58      $7.18
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: ...........................       9.00%      9.40%       6.97%      11.48%     (7.83)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ...................................       0.80%      0.84%       0.80%       0.86%      0.85%
Net investment income to average net assets ......................       4.82%      5.05%       5.19%       5.46%      5.30%
Portfolio turnover ...............................................      18.00%     20.63%      33.99%      24.91%     24.86%
NET ASSETS, END OF YEAR
(000s omitted) ...................................................    $101,909    $97,481     $98,767    $104,184   $111,374



                                                                                              CLASS D
                                                                        ----------------------------------------------------
                                                                               YEAR ENDED SEPTEMBER 30,              2/1/94**
                                                                        -----------------------------------------      TO
                                                                        1998       1997        1996        1995      9/30/94
                                                                        -----      -----       -----       -----     ------
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD .............................      $8.02      $7.70       $7.57       $7.18      $8.20
                                                                        -----      -----       -----       -----      -----
Net investment income ............................................       0.32       0.32        0.33        0.32       0.22
Net realized and unrealized
  investment gain (loss) .........................................       0.29       0.32        0.13        0.39      (1.02)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM
  INVESTMENT OPERATIONS ..........................................       0.61       0.64        0.46        0.71      (0.80)
Dividends paid or declared .......................................      (0.32)     (0.32)      (0.33)      (0.32)     (0.22)
Distributions from net gain realized .............................         --         --          --          --         --
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .......................       0.29       0.32        0.13        0.39      (1.02)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF PERIOD ...................................      $8.31      $8.02       $7.70       $7.57      $7.18
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: ...........................       7.76%      8.56%       6.13%      10.17%     (9.96)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ...................................       1.71%      1.75%       1.67%       1.95%      1.76%+
Net investment income to average net assets ......................       3.91%      4.15%       4.27%       4.40%      4.37%+
Portfolio turnover ...............................................      18.00%     20.63%      33.99%      24.91%     24.86%++
NET ASSETS, END OF PERIOD
(000s omitted) ...................................................      $7,392     $2,279      $4,826      $1,215        $446
</TABLE>

- ---------------------
See footnotes on page 63.

                                       51

<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>



COLORADO SERIES
                                                                                              CLASS A
                                                                        ---------------------------------------------------
                                                                                     YEAR ENDED SEPTEMBER 30,
                                                                        ---------------------------------------------------
                                                                        1998       1997        1996        1995       1994
                                                                        -----      -----       -----       -----      -----
<S>                                                                     <C>        <C>         <C>         <C>        <C>  
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF YEAR ...............................      $7.42      $7.27       $7.30       $7.09      $7.76
                                                                        -----      -----       -----       -----      -----
Net investment income ............................................       0.36       0.37        0.37        0.38       0.37
Net realized and unrealized
  investment gain (loss) .........................................       0.22       0.15       (0.03)       0.21      (0.59)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS .....................................................       0.58       0.52        0.34        0.59      (0.22)
Dividends paid or declared .......................................      (0.36)     (0.37)      (0.37)      (0.38)     (0.37)
Distributions from net gain realized .............................         --         --          --          --      (0.08)
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .......................       0.22       0.15       (0.03)       0.21      (0.67)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF YEAR .....................................      $7.64      $7.42       $7.27       $7.30      $7.09
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: ...........................       8.03%      7.30%       4.76%       8.56%     (2.92)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ...................................       0.90%      0.90%       0.85%       0.93%      0.86%
Net investment income to average net assets ......................       4.80%      5.01%       5.07%       5.31%      5.06%
Portfolio turnover ...............................................      28.66%      3.99%      12.39%      14.70%     10.07%
NET ASSETS, END OF YEAR
(000s omitted) ...................................................     $45,583    $49,780     $52,295     $54,858     $58,197



                                                                                              CLASS D
                                                                        ----------------------------------------------------
                                                                               YEAR ENDED SEPTEMBER 30,              2/1/94**
                                                                        -----------------------------------------      TO
                                                                        1998       1997        1996        1995      9/30/94
                                                                        -----      -----       -----       -----     -------
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD .............................      $7.42      $7.27       $7.29       $7.09      $7.72
                                                                        -----      -----       -----       -----      -----
Net investment income ............................................       0.29       0.30        0.31        0.30       0.20
Net realized and unrealized
  investment gain (loss) .........................................       0.21       0.15       (0.02)       0.20      (0.63)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS .....................................................       0.50       0.45        0.29        0.50      (0.43)
Dividends paid or declared .......................................      (0.29)     (0.30)      (0.31)      (0.30)     (0.20)
Distributions from net gain realized .............................         --         --          --          --         --
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .......................       0.21       0.15       (0.02)       0.20      (0.63)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF PERIOD ...................................      $7.63      $7.42       $7.27       $7.29      $7.09
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: ...........................       6.90%      6.34%       3.95%       7.26%     (5.73)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ...................................       1.80%      1.81%       1.75%       2.02%      1.78%+
Net investment income to average net assets ......................       3.90%      4.10%       4.17%       4.23%      4.05%+
Portfolio turnover ...............................................      28.66%      3.99%      12.39%      14.70%     10.07%++
NET ASSETS, END OF PERIOD
(000s omitted) ...................................................        $344       $238        $255        $193        $96

- ------------
See footnotes on page 63.
</TABLE>


                                       52

<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>


GEORGIA SERIES

                                                                                              CLASS A
                                                                        ---------------------------------------------------
                                                                                     YEAR ENDED SEPTEMBER 30,
                                                                        ---------------------------------------------------
                                                                        1998       1997        1996        1995       1994
                                                                        -----      -----       -----       -----      -----
<S>                                                                     <C>        <C>         <C>         <C>        <C>  
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF YEAR ...............................      $8.12      $7.87       $7.81       $7.48      $8.43
                                                                        -----      -----       -----       -----      -----
Net investment income ............................................       0.38       0.38        0.39        0.39       0.41
Net realized and unrealized investment
  gain (loss) ....................................................       0.29       0.28        0.11        0.43      (0.86)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS .....................................................       0.67       0.66        0.50        0.82      (0.45)
Dividends paid or declared .......................................      (0.38)     (0.38)      (0.39)      (0.39)     (0.41)
Distributions from net gain realized .............................      (0.03)     (0.03)      (0.05)      (0.10)     (0.09)
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .......................       0.26       0.25        0.06        0.33      (0.95)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF YEAR .....................................      $8.38      $8.12       $7.87       $7.81      $7.48
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: ...........................       8.44%      8.65%       6.56%      11.66%     (5.52)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ...................................       0.89%      0.89%       0.83%       0.91%      0.73%
Net investment income to average net assets ......................       4.57%      4.82%       4.94%       5.26%      5.21%
Portfolio turnover ...............................................       2.92%     12.28%      16.24%       3.36%     19.34%
NET ASSETS, END OF YEAR
(000s omitted) ...................................................     $48,424    $50,614     $50,995     $57,678    $61,466
Without management fee waiver:*
  Net investment income per share ................................                                          $0.39      $0.40
  Ratios:
  Expenses to average net assets .................................                                          0.96%      0.93%
  Net investment income to average net assets ....................                                          5.21%      5.01%



                                                                                              CLASS D
                                                                        ----------------------------------------------------
                                                                               YEAR ENDED SEPTEMBER 30,              2/1/94**
                                                                        -----------------------------------------      TO
                                                                        1998       1997        1996        1995      9/30/94
                                                                        -----      -----       -----       -----     -------
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD .............................      $8.13      $7.88       $7.82       $7.49      $8.33
                                                                        -----      -----       -----       -----      -----
Net investment income ............................................       0.30       0.31        0.32        0.32       0.22
Net realized and unrealized
  investment gain (loss) .........................................       0.30       0.28        0.11        0.43      (0.84)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS .....................................................       0.60       0.59        0.43        0.75      (0.62)
Dividends paid or declared .......................................      (0.30)     (0.31)      (0.32)      (0.32)     (0.22)
Distributions from net gain realized .............................      (0.03)     (0.03)      (0.05)      (0.10)        --
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .......................       0.27       0.25        0.06        0.33      (0.84)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF PERIOD ...................................      $8.40      $8.13       $7.88       $7.82      $7.49
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: ...........................       7.59%      7.67%       5.60%      10.58%     (7.57)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ...................................       1.80%      1.79%       1.73%       1.90%      1.76%+
Net investment income to average net assets ......................       3.66%      3.92%       4.03%       4.28%      4.28%+
Portfolio turnover ...............................................       2.92%     12.28%      16.24%       3.36%     19.34%++
NET ASSETS, END OF PERIOD
(000s omitted) ...................................................      $2,809     $2,640      $2,327      $2,079       $849
Without management fee waiver:*
  Net investment income per share ................................                                          $0.31      $0.21
  Ratios:
  Expenses to average net assets .................................                                          1.95%      1.90%+
  Net investment income to average net assets ....................                                          4.23%      4.15%+
</TABLE>

- ----------
See footnotes on page 63.

                                       53


<PAGE>
FINANCIAL HIGHLIGHTS


<TABLE>
<CAPTION>
LOUISIANA SERIES

                                                                                              CLASS A
                                                                        ---------------------------------------------------
                                                                                     YEAR ENDED SEPTEMBER 30,
                                                                        ---------------------------------------------------
                                                                        1998       1997        1996        1995       1994
                                                                        -----      -----       -----       -----      -----
<S>                                                                     <C>        <C>         <C>         <C>        <C>  
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF YEAR ...............................      $8.28      $8.16       $8.14       $7.94      $8.79
                                                                        -----      -----       -----       -----      -----
Net investment income ............................................       0.41       0.41        0.42        0.43       0.44
Net realized and unrealized
  investment gain (loss) .........................................       0.24       0.23        0.08        0.34      (0.77)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS .....................................................       0.65       0.64        0.50        0.77      (0.33)
Dividends paid or declared .......................................      (0.41)     (0.41)      (0.42)      (0.43)     (0.44)
Distributions from net gain realized .............................      (0.01)     (0.11)      (0.06)      (0.14)     (0.08)
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .......................       0.23       0.12        0.02        0.20      (0.85)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF YEAR .....................................      $8.51      $8.28       $8.16       $8.14      $7.94
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: ...........................       8.08%      8.17%       6.32%      10.30%     (3.83)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ...................................       0.88%      0.86%       0.82%       0.89%      0.87%
Net investment income to average net assets ......................       4.86%      5.08%       5.15%       5.44%      5.31%
Portfolio turnover ...............................................      15.72%     16.08%      10.08%       4.82%     17.16%
NET ASSETS, END OF YEAR
(000s omitted) ...................................................     $56,308    $56,199     $57,264     $61,988    $61,441



                                                                                              CLASS D
                                                                        ----------------------------------------------------
                                                                               YEAR ENDED SEPTEMBER 30,              2/1/94**
                                                                        -----------------------------------------      TO
                                                                        1998       1997        1996        1995      9/30/94
                                                                        -----      -----       -----       -----     -------
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD .............................      $8.27      $8.16       $8.14       $7.94      $8.73
                                                                        -----      -----       -----       -----      -----
Net investment income ............................................       0.33       0.34        0.35        0.35       0.24
Net realized and unrealized
  investment gain (loss) .........................................       0.24       0.22        0.08        0.34      (0.79)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS .....................................................       0.57       0.56        0.43        0.69      (0.55)
Dividends paid or declared .......................................      (0.33)     (0.34)      (0.35)      (0.35)     (0.24)
Distributions from net gain realized .............................      (0.01)     (0.11)      (0.06)      (0.14)        --
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .......................       0.23       0.11        0.02        0.20      (0.79)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF PERIOD ...................................      $8.50      $8.27       $8.16       $8.14      $7.94
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: ...........................       7.11%      7.07%       5.37%       9.17%     (6.45)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ...................................       1.78%      1.76%       1.72%       1.91%      1.78%+
Net investment income to average net assets ......................       3.96%      4.18%       4.25%       4.41%      4.33%+
Portfolio turnover ...............................................      15.72%     16.08%      10.08%       4.82%     17.16%++
NET ASSETS, END OF PERIOD
(000s omitted) ...................................................        $837       $509        $389        $465       $704
</TABLE>

- ----------
See footnotes on page 63.

                                       54


<PAGE>
FINANCIAL HIGHLIGHTS


<TABLE>
<CAPTION>
MARYLAND SERIES

                                                                                              CLASS A
                                                                        ---------------------------------------------------
                                                                                     YEAR ENDED SEPTEMBER 30,
                                                                        ---------------------------------------------------
                                                                        1998       1997        1996        1995       1994
                                                                        -----      -----       -----       -----      -----
<S>                                                                     <C>        <C>         <C>         <C>        <C>  
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF YEAR ...............................      $8.14      $7.99       $7.96       $7.71      $8.64
                                                                        -----      -----       -----       -----      -----
Net investment income ............................................       0.40       0.40        0.40        0.41       0.42
Net realized and unrealized
  investment gain (loss) .........................................       0.23       0.19        0.06        0.38      (0.76)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS .....................................................       0.63       0.59        0.46        0.79      (0.34)
Dividends paid or declared .......................................      (0.40)     (0.40)      (0.40)      (0.41)     (0.42)
Distributions from net gain realized .............................      (0.05)     (0.04)      (0.03)      (0.13)     (0.17)
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .......................       0.18       0.15        0.03        0.25      (0.93)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF YEAR .....................................      $8.32      $8.14       $7.99       $7.96      $7.71
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: ...........................       7.89%      7.64%       6.00%      10.90%     (4.08)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ...................................       0.89%      0.90%       0.84%       0.96%      0.92%
Net investment income to average net assets ......................       4.82%      4.99%       5.05%       5.31%      5.17%
Portfolio turnover ...............................................       7.59%     14.79%       5.56%       3.63%     17.68%
NET ASSETS, END OF YEAR
(000s omitted) ...................................................     $54,891    $52,549     $54,041     $56,290    $57,263



                                                                                              CLASS D
                                                                        ----------------------------------------------------
                                                                               YEAR ENDED SEPTEMBER 30,              2/1/94**
                                                                        -----------------------------------------      TO
                                                                        1998       1997        1996        1995      9/30/94
                                                                        -----      -----       -----       -----     -------
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD .............................      $8.15      $7.99       $7.97       $7.72      $8.46
                                                                        -----      -----       -----       -----      -----
Net investment income ............................................       0.32       0.33        0.33        0.33       0.23
Net realized and unrealized
  investment gain (loss) .........................................       0.23       0.20        0.05        0.38      (0.74)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS .....................................................       0.55       0.53        0.38        0.71      (0.51)
Dividends paid or declared .......................................      (0.32)     (0.33)      (0.33)      (0.33)     (0.23)
Distributions from net gain realized .............................      (0.05)     (0.04)      (0.03)      (0.13)        --
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .......................       0.18       0.16        0.02        0.25      (0.74)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF PERIOD ...................................      $8.33      $8.15       $7.99       $7.97      $7.72
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: ...........................       6.91%      6.80%       4.91%       9.75%     (6.21)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ...................................       1.80%      1.81%       1.72%       2.02%      1.80%+
Net investment income to average net assets ......................       3.91%      4.08%       4.14%       4.27%      4.26%+
Portfolio turnover ...............................................       7.59%     14.79%       5.56%       3.63%     17.68%++
NET ASSETS, END OF PERIOD
(000s omitted) ...................................................      $3,128     $2,063      $2,047        $630       $424
</TABLE>

- ----------
See footnotes on page 63.

                                       55
<PAGE>
FINANCIAL HIGHLIGHTS


<TABLE>
<CAPTION>
MASSACHUSETTS SERIES

                                                                                              CLASS A
                                                                        ---------------------------------------------------
                                                                                     YEAR ENDED SEPTEMBER 30,
                                                                        ---------------------------------------------------
                                                                        1998       1997        1996        1995       1994
                                                                        -----      -----       -----       -----      -----
<S>                                                                     <C>        <C>         <C>         <C>        <C>  
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF YEAR ...............................      $7.99      $7.85       $7.91       $7.66      $8.54
                                                                        -----      -----       -----       -----      -----
Net investment income ............................................       0.38       0.40        0.41        0.42       0.44
Net realized and unrealized
  investment gain (loss) .........................................       0.37       0.22        0.05        0.28      (0.67)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS .....................................................       0.75       0.62        0.46        0.70      (0.23)
Dividends paid or declared .......................................      (0.38)     (0.40)      (0.41)      (0.42)     (0.44)
Distributions from net gain realized .............................      (0.09)     (0.08)      (0.11)      (0.03)     (0.21)
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .......................       0.28       0.14       (0.06)       0.25      (0.88)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF YEAR .....................................      $8.27      $7.99       $7.85       $7.91      $7.66
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: ...........................       9.80%      8.11%       5.97%       9.58%     (2.94)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ...................................       0.80%      0.84%       0.80%       0.86%      0.85%
Net investment income to average net assets ......................       4.72%      5.06%       5.24%       5.51%      5.46%
Portfolio turnover ...............................................      13.41%     29.26%      26.30%      16.68%     12.44%
NET ASSETS, END OF YEAR
(000s omitted) ...................................................    $109,328   $110,011    $109,872    $115,711   $120,149



                                                                                              CLASS D
                                                                        ----------------------------------------------------
                                                                               YEAR ENDED SEPTEMBER 30,              2/1/94**
                                                                        -----------------------------------------      TO
                                                                        1998       1997        1996        1995      9/30/94
                                                                        -----      -----       -----       -----     -------
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD .............................      $7.99      $7.84       $7.90       $7.66      $8.33
                                                                        -----      -----       -----       -----      -----
Net investment income ............................................       0.31       0.33        0.34        0.34       0.24
Net realized and unrealized
  investment gain (loss) .........................................       0.36       0.23        0.05        0.27      (0.67)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS .....................................................       0.67       0.56        0.39        0.61      (0.43)
Dividends paid or declared .......................................      (0.31)     (0.33)      (0.34)      (0.34)     (0.24)
Distributions from net gain realized .............................      (0.09)     (0.08)      (0.11)      (0.03)        --
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .......................       0.27       0.15       (0.06)       0.24      (0.67)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF PERIOD ...................................      $8.26      $7.99       $7.84       $7.90      $7.66
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: ...........................       8.68%      7.29%       5.01%       8.33%     (5.34)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ...................................       1.71%      1.74%       1.70%       1.95%      1.78%+
Net investment income to average net assets ......................       3.81%      4.16%       4.32%       4.47%      4.52%+
Portfolio turnover ...............................................      13.41%     29.26%      26.30%      16.68%     12.44%++
NET ASSETS, END OF PERIOD
(000s omitted) ...................................................      $1,468     $1,245      $1,405        $809     $1,099
</TABLE>

- ----------
See footnotes on page 63.

                                       56
<PAGE>
FINANCIAL HIGHLIGHTS


<TABLE>
<CAPTION>
MICHIGAN SERIES

                                                                                              CLASS A
                                                                        ---------------------------------------------------
                                                                                     YEAR ENDED SEPTEMBER 30,
                                                                        ---------------------------------------------------
                                                                        1998       1997        1996        1995       1994
                                                                        -----      -----       -----       -----      -----
<S>                                                                     <C>        <C>         <C>         <C>        <C>  
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF YEAR ...............................      $8.60      $8.46       $8.54       $8.28      $9.08
                                                                        -----      -----       -----       -----      -----
Net investment income ............................................       0.41       0.43        0.45        0.46       0.46
Net realized and unrealized
  investment gain (loss) .........................................       0.30       0.23        0.06        0.30      (0.71)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS .....................................................       0.71       0.66        0.51        0.76      (0.25)
Dividends paid or declared .......................................      (0.41)     (0.43)      (0.45)      (0.46)     (0.46)
Distributions from net gain realized .............................      (0.07)     (0.09)      (0.14)      (0.04)     (0.09)
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .......................       0.23       0.14       (0.08)       0.26      (0.80)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF YEAR .....................................      $8.83      $8.60       $8.46       $8.54      $8.28
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: ...........................       8.63%      8.16%       6.16%       9.56%     (2.90)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ...................................       0.79%      0.81%       0.78%       0.87%      0.84%
Net investment income to average net assets ......................       4.78%      5.13%       5.29%       5.50%      5.32%
Portfolio turnover ...............................................      23.60%     10.98%      19.62%      20.48%     10.06%
NET ASSETS, END OF YEAR
(000s omitted) ...................................................    $144,161   $143,370    $148,178    $151,589   $151,095



                                                                                              CLASS D
                                                                        ----------------------------------------------------
                                                                               YEAR ENDED SEPTEMBER 30,              2/1/94**
                                                                        -----------------------------------------      TO
                                                                        1998       1997        1996        1995      9/30/94
                                                                        -----      -----       -----       -----     -------
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD .............................      $8.59      $8.45       $8.54       $8.28      $9.01
                                                                        -----      -----       -----       -----      -----
Net investment income ............................................       0.33       0.36        0.37        0.37       0.25
Net realized and unrealized
  investment gain (loss) .........................................       0.30       0.23        0.05        0.30      (0.73)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS .....................................................       0.63       0.59        0.42        0.67      (0.48)
Dividends paid or declared .......................................      (0.33)     (0.36)      (0.37)      (0.37)     (0.25)
Distributions from net gain realized .............................      (0.07)     (0.09)      (0.14)      (0.04)        --
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .......................       0.23       0.14       (0.09)       0.26      (0.73)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF PERIOD ...................................      $8.82      $8.59       $8.45       $8.54      $8.28
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: ...........................       7.66%      7.19%       5.09%       8.36%     (5.47)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ...................................       1.70%      1.71%       1.68%       2.01%      1.75%+
Net investment income to average net assets ......................       3.87%      4.23%       4.39%       4.40%      4.40%+
Portfolio turnover ...............................................      23.60%     10.98%      19.62%      20.48%     10.06%++
NET ASSETS, END OF PERIOD
(000s omitted) ...................................................      $1,841     $1,845      $1,486      $1,172       $671
</TABLE>

- ----------
See footnotes on page 63.

                                       57
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

MINNESOTA SERIES


                                                                                              CLASS A
                                                                        ---------------------------------------------------
                                                                                     YEAR ENDED SEPTEMBER 30,
                                                                        ---------------------------------------------------
                                                                        1998       1997        1996        1995       1994
                                                                        -----      -----       -----       -----      -----
<S>                                                                     <C>        <C>         <C>         <C>        <C>  
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF YEAR ...............................      $7.79      $7.68       $7.82       $7.72      $8.28
                                                                        -----      -----       -----       -----      -----
Net investment income ............................................       0.38       0.40        0.42        0.45       0.45
Net realized and unrealized
  investment gain (loss) .........................................       0.20       0.11       (0.12)       0.11      (0.44)
                                                                        -----      -----       -----       -----      -----
INCREASE FROM INVESTMENT
  OPERATIONS .....................................................       0.58       0.51        0.30        0.56       0.01
Dividends paid or declared .......................................      (0.38)     (0.40)      (0.42)      (0.45)     (0.45)
Distributions from net gain realized .............................      (0.01)        --       (0.02)      (0.01)     (0.12)
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .......................       0.19       0.11       (0.14)       0.10      (0.56)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF YEAR .....................................      $7.98      $7.79       $7.68       $7.82      $7.72
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: ...........................       7.68%      6.85%       3.99%       7.61%      0.12%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ...................................       0.81%      0.85%       0.81%       0.87%      0.85%
Net investment income to average net assets ......................       4.87%      5.21%       5.47%       5.89%      5.70%
Portfolio turnover ...............................................      21.86%      6.88%      26.89%       5.57%      3.30%
NET ASSETS, END OF YEAR
(000s omitted) ...................................................    $121,374   $121,674    $126,173    $132,716   $134,990


                                                                                              CLASS D
                                                                        ----------------------------------------------------
                                                                               YEAR ENDED SEPTEMBER 30,              2/1/94**
                                                                        -----------------------------------------      TO
                                                                        1998       1997        1996        1995      9/30/94
                                                                        -----      -----       -----       -----     -------
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD .............................      $7.79      $7.68       $7.82       $7.73      $8.22
                                                                        -----      -----       -----       -----      -----
Net investment income ............................................       0.31       0.33        0.35        0.38       0.25
Net realized and unrealized
  investment gain (loss) .........................................       0.20       0.11       (0.12)       0.10      (0.49)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS .....................................................       0.51       0.44        0.23        0.48      (0.24)
Dividends paid or declared .......................................      (0.31)     (0.33)      (0.35)      (0.38)     (0.25)
Distributions from net gain realized .............................      (0.01)        --       (0.02)      (0.01)        --
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .......................       0.19       0.11       (0.14)       0.09      (0.49)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF PERIOD ...................................      $7.98      $7.79       $7.68       $7.82      $7.73
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: ...........................       6.71%      5.89%       3.06%       6.45%     (3.08)%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ...................................       1.72%      1.75%       1.71%       1.85%      1.74%+
Net investment income to average net assets ......................       3.96%      4.31%       4.57%       4.92%      4.68%+
Portfolio turnover ...............................................      21.86%      6.88%      26.89%       5.57%      3.30%++
NET ASSETS, END OF PERIOD
(000s omitted) ...................................................      $2,103     $1,799      $2,036      $2,237     $1,649
</TABLE>
- ----------
See footnotes on page 63.

                                       58

<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

MISSOURI SERIES


                                                                                              CLASS A
                                                                        ---------------------------------------------------
                                                                                     YEAR ENDED SEPTEMBER 30,
                                                                        ---------------------------------------------------
                                                                        1998       1997        1996        1995       1994
                                                                        -----      -----       -----       -----      -----
<S>                                                                     <C>        <C>         <C>         <C>        <C>  
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF YEAR .............................        $7.82      $7.71       $7.70       $7.41      $8.31
                                                                        -----      -----       -----       -----      -----
Net investment income ..........................................         0.36       0.38        0.39        0.40       0.40
Net realized and unrealized
  investment gain (loss) .......................................         0.28       0.19        0.08        0.36      (0.79)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS ...................................................         0.64       0.57        0.47        0.76      (0.39)
Dividends paid or declared .....................................        (0.36)     (0.38)      (0.39)      (0.40)     (0.40)
Distributions from net gain realized ...........................        (0.07)     (0.08)      (0.07)      (0.07)     (0.11)
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .....................         0.21       0.11        0.01        0.29      (0.90)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF YEAR ...................................        $8.03      $7.82       $7.71       $7.70      $7.41
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: .........................         8.41%      7.70%       6.27%      10.67%     (4.85)%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets .................................         0.89%      0.89%       0.86%       0.88%      0.74%
Net investment income to average net assets ....................         4.59%      4.93%       5.03%       5.31%      5.18%
Portfolio turnover .............................................        21.26%      6.47%       8.04%       3.88%     14.33%
NET ASSETS, END OF YEAR
(000s omitted) .................................................       $49,949    $52,766     $49,941     $51,169    $52,621
Without management fee waiver:*
  Net investment income per share ..............................                                            $0.39      $0.39
  Ratios:
  Expenses to average net assets ...............................                                            0.93%      0.88%
  Net investment income to average net assets ..................                                            5.26%      5.04%


                                                                                              CLASS D
                                                                        ----------------------------------------------------
                                                                               YEAR ENDED SEPTEMBER 30,              2/1/94**
                                                                        -----------------------------------------      TO
                                                                        1998       1997        1996        1995      9/30/94
                                                                        -----      -----       -----       -----     -------
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD ...........................        $7.82      $7.72       $7.70       $7.41      $8.20
                                                                        -----      -----       -----       -----      -----
Net investment income ..........................................         0.29       0.31        0.32        0.32       0.22
Net realized and unrealized
  investment gain (loss) .......................................         0.28       0.18        0.09        0.36      (0.79)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS ...................................................         0.57       0.49        0.41        0.68      (0.57)
Dividends paid or declared .....................................        (0.29)     (0.31)      (0.32)      (0.32)     (0.22)
Distributions from net gain realized ...........................        (0.07)     (0.08)      (0.07)      (0.07)        --
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .....................         0.21       0.10        0.02        0.29      (0.79)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF PERIOD .................................        $8.03      $7.82       $7.72       $7.70      $7.41
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: .........................         7.45%      6.60%       5.46%       9.49%     (7.16)%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets .................................         1.79%      1.80%       1.76%       1.98%      1.70%+
Net investment income to average net assets ....................         3.69%      4.02%       4.13%       4.23%      4.27%+
Portfolio turnover .............................................        21.26%      6.47%       8.04%       3.88%     14.33%++
NET ASSETS, END OF PERIOD
(000s omitted) .................................................          $418       $474        $565        $515       $350
Without management fee waiver:*
  Net investment income per share ..............................                                            $0.32      $0.22
  Ratios:
  Expenses to average net assets ...............................                                            2.03%      1.80%+
  Net investment income to average net assets ..................                                            4.18%      4.17%+
</TABLE>
- ----------
See footnotes on page 63.

                                       59

<PAGE>


FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>

NEW YORK SERIES


                                                                                              CLASS A
                                                                        ---------------------------------------------------
                                                                                     YEAR ENDED SEPTEMBER 30,
                                                                        ---------------------------------------------------
                                                                        1998       1997        1996        1995       1994
                                                                        -----      -----       -----       -----      -----
<S>                                                                     <C>        <C>         <C>         <C>        <C>  
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF YEAR .............................        $8.28      $7.98       $7.86       $7.67      $8.75
                                                                        -----      -----       -----       -----      -----
Net investment income ..........................................         0.40       0.41        0.42        0.42       0.43
Net realized and unrealized
  investment gain (loss) .......................................         0.40       0.32        0.12        0.36      (0.88)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS ...................................................         0.80       0.73        0.54        0.78      (0.45)
Dividends paid or declared .....................................        (0.40)     (0.41)      (0.42)      (0.42)     (0.43)
Distributions from net gain realized ...........................        (0.08)     (0.02)         --       (0.17)     (0.20)
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .....................         0.32       0.30        0.12        0.19      (1.08)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF YEAR ...................................        $8.60      $8.28       $7.98       $7.86      $7.67
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: .........................        10.02%      9.45%       6.97%      10.93%     (5.37)%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets .................................         0.81%      0.82%       0.77%       0.88%      0.87%
Net investment income to average net assets ....................         4.74%      5.09%       5.24%       5.52%      5.31%
Portfolio turnover .............................................        39.85%     23.83%      25.88%      34.05%     28.19%
NET ASSETS, END OF YEAR
(000s omitted) .................................................       $84,822    $83,528     $82,719     $83,980    $90,914


                                                                                              CLASS D
                                                                        ----------------------------------------------------
                                                                               YEAR ENDED SEPTEMBER 30,              2/1/94**
                                                                        -----------------------------------------      TO
                                                                        1998       1997        1996        1995      9/30/94
                                                                        -----      -----       -----       -----     -------
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD ...........................        $8.29      $7.98       $7.87       $7.67      $8.55
                                                                        -----      -----       -----       -----      -----
Net investment income ..........................................         0.32       0.34        0.34        0.34       0.23
Net realized and unrealized
  investment gain (loss) .......................................         0.39       0.33        0.11        0.37      (0.88)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS ...................................................         0.71       0.67        0.45        0.71      (0.65)
Dividends paid or declared .....................................        (0.32)     (0.34)      (0.34)      (0.34)     (0.23)
Distributions from net gain realized ...........................        (0.08)     (0.02)         --       (0.17)        --
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .....................         0.31       0.31        0.11        0.20      (0.88)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF PERIOD .................................        $8.60      $8.29       $7.98       $7.87      $7.67
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: .........................         8.88%      8.60%       5.86%       9.87%     (7.73)%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets .................................         1.72%      1.73%       1.68%       1.96%      1.81%+
Net investment income to average net assets ....................         3.83%      4.18%       4.33%       4.42%      4.39%+
Portfolio turnover .............................................        39.85%     23.83%      25.88%      34.05%     28.19%++
NET ASSETS, END OF PERIOD
(000s omitted) .................................................        $2,182     $1,572      $1,152        $885       $476
</TABLE>

                                       60
- ----------
See footnotes on page 63.


<PAGE>

FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>

OHIO SERIES


                                                                                              CLASS A
                                                                        ---------------------------------------------------
                                                                                     YEAR ENDED SEPTEMBER 30,
                                                                        ---------------------------------------------------
                                                                        1998       1997        1996        1995       1994
                                                                        -----      -----       -----       -----      -----
<S>                                                                     <C>        <C>         <C>         <C>        <C>  
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF YEAR .............................        $8.19      $8.09       $8.11       $7.90      $8.77
                                                                        -----      -----       -----       -----      -----
Net investment income ..........................................         0.40       0.42        0.43        0.44       0.44
Net realized and unrealized
  investment gain (loss) .......................................         0.29       0.17        0.02        0.28      (0.70)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS ...................................................         0.69       0.59        0.45        0.72      (0.26)
Dividends paid or declared .....................................        (0.40)     (0.42)      (0.43)      (0.44)     (0.44)
Distributions from net gain realized ...........................        (0.11)     (0.07)      (0.04)      (0.07)     (0.17)
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .....................         0.18       0.10       (0.02)       0.21      (0.87)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF YEAR ...................................        $8.37      $8.19       $8.09       $8.11      $7.90
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: .........................         8.77%      7.54%       5.68%       9.59%     (3.08)%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets .................................         0.78%      0.81%       0.77%       0.84%      0.84%
Net investment income to average net assets ....................         4.92%      5.19%       5.32%       5.56%      5.34%
Portfolio turnover .............................................        24.74%     11.76%      12.90%       2.96%      9.37%
NET ASSETS, END OF YEAR
(000s omitted) .................................................      $153,126   $154,419    $162,243    $170,191   $171,469



                                                                                              CLASS D
                                                                        ----------------------------------------------------
                                                                               YEAR ENDED SEPTEMBER 30,              2/1/94**
                                                                        -----------------------------------------      TO
                                                                        1998       1997        1996        1995      9/30/94
                                                                        -----      -----       -----       -----     -------
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD ...........................        $8.23      $8.13       $8.15       $7.92      $8.61
                                                                        -----      -----       -----       -----      -----
Net investment income ..........................................         0.33       0.35        0.36        0.36       0.24
Net realized and unrealized
  investment gain (loss) .......................................         0.29       0.17        0.02        0.30      (0.69)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS ...................................................         0.62       0.52        0.38        0.66      (0.45)
Dividends paid or declared .....................................        (0.33)     (0.35)      (0.36)      (0.36)     (0.24)
Distributions from net gain realized ...........................        (0.11)     (0.07)      (0.04)      (0.07)        --
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .....................         0.18       0.10       (0.02)       0.23      (0.69)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF PERIOD .................................        $8.41      $8.23       $8.13       $8.15      $7.92
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: .........................         7.78%      6.57%       4.74%       8.67%     (5.36)%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets .................................         1.69%      1.71%       1.67%       1.93%      1.78%+
Net investment income to average net assets ....................         4.01%      4.29%       4.42%       4.48%      4.41%+
Portfolio turnover .............................................        24.74%     11.76%      12.90%       2.96%      9.37%++
NET ASSETS, END OF PERIOD
(000s omitted) .................................................        $1,103     $1,160      $1,011        $660       $324
</TABLE>

                                       61
- ----------
See footnotes on page 63.


<PAGE>

FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>


OREGON SERIES


                                                                                              CLASS A
                                                                        ---------------------------------------------------
                                                                                     YEAR ENDED SEPTEMBER 30,
                                                                        ---------------------------------------------------
                                                                        1998       1997        1996        1995       1994
                                                                        -----      -----       -----       -----      -----
<S>                                                                     <C>        <C>         <C>         <C>        <C>  
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF YEAR .............................        $7.87      $7.65       $7.66       $7.43      $8.08
                                                                        -----      -----       -----       -----      -----
Net investment income ..........................................         0.36       0.38        0.40        0.40       0.40
Net realized and unrealized
  investment gain (loss) .......................................         0.28       0.26          --        0.25      (0.59)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS ...................................................         0.64       0.64        0.40        0.65      (0.19)
Dividends paid or declared .....................................        (0.36)     (0.38)      (0.40)      (0.40)     (0.40)
Distributions from net gain realized ...........................        (0.10)     (0.04)      (0.01)      (0.02)     (0.06)
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .....................         0.18       0.22       (0.01)       0.23      (0.65)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF YEAR ...................................        $8.05      $7.87       $7.65       $7.66      $7.43
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: .........................         8.48%      8.60%       5.27%       9.05%     (2.38)%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets .................................         0.88%      0.90%       0.86%       0.86%      0.78%
Net investment income to average net assets ....................         4.60%      4.88%       5.18%       5.40%      5.20%
Portfolio turnover .............................................        12.62%     19.46%      28.65%       2.47%      9.43%
NET ASSETS, END OF YEAR
(000s omitted) .................................................       $57,601    $55,239     $57,345     $59,549    $59,884
Without management fee waiver:*
  Net investment income per share                                                                           $0.40      $0.39
  Ratios:
  Expenses to average net assets                                                                            0.91%      0.89%
  Net investment income to average net assets                                                               5.35%      5.09%



                                                                                              CLASS D
                                                                        ----------------------------------------------------
                                                                               YEAR ENDED SEPTEMBER 30,              2/1/94**
                                                                        -----------------------------------------      TO
                                                                        1998       1997        1996        1995      9/30/94
                                                                        -----      -----       -----       -----     -------
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD ...........................        $7.87      $7.64       $7.65       $7.43      $8.02
                                                                        -----      -----       -----       -----      -----
Net investment income ..........................................         0.29       0.31        0.33        0.33       0.22
Net realized and unrealized
  investment gain (loss) .......................................         0.27       0.27          --        0.24      (0.59)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS ...................................................         0.56       0.58        0.33        0.57      (0.37)
Dividends paid or declared .....................................        (0.29)     (0.31)      (0.33)      (0.33)     (0.22)
Distributions from net gain realized ...........................        (0.10)     (0.04)      (0.01)      (0.02)        --
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .....................         0.17       0.23       (0.01)       0.22      (0.59)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF PERIOD .................................        $8.04      $7.87       $7.64       $7.65      $7.43
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: .........................         7.37%      7.77%       4.33%       7.86%     (4.76)%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets .................................         1.79%      1.80%       1.76%       1.83%      1.72%+
Net investment income to average net assets ....................         3.69%      3.98%       4.28%       4.41%      4.32%+
Portfolio turnover .............................................        12.62%     19.46%      28.65%       2.47%      9.43%++
NET ASSETS, END OF PERIOD
(000s omitted) .................................................        $2,650     $1,678      $1,540      $1,495       $843
Without management fee waiver:*
  Net investment income per share                                                                           $0.33      $0.22
  Ratios:
  Expenses to average net assets                                                                            1.88%      1.82%+
  Net investment income to average net assets                                                               4.36%      4.22%+
</TABLE>

                                       62
- ----------
See footnotes on page 63.


<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>


SOUTH CAROLINA SERIES


                                                                                              CLASS A
                                                                        ---------------------------------------------------
                                                                                     YEAR ENDED SEPTEMBER 30,
                                                                        ---------------------------------------------------
                                                                        1998       1997        1996        1995       1994
                                                                        -----      -----       -----       -----      -----
<S>                                                                     <C>        <C>         <C>         <C>        <C>  
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF YEAR .............................        $8.16      $8.07       $7.97       $7.61      $8.52
                                                                        -----      -----       -----       -----      -----
Net investment income ..........................................         0.39       0.40        0.41        0.41       0.41
Net realized and unrealized
  investment gain (loss) .......................................         0.29       0.22        0.12        0.37      (0.79)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS ...................................................         0.68       0.62        0.53        0.78      (0.38)
Dividends paid or declared .....................................        (0.39)     (0.40)      (0.41)      (0.41)     (0.41)
Distributions from net gain realized ...........................        (0.07)     (0.13)      (0.02)      (0.01)     (0.12)
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .....................         0.22       0.09        0.10        0.36      (0.91)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF YEAR ...................................        $8.38      $8.16       $8.07       $7.97      $7.61
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: .........................         8.66%      7.99%       6.82%      10.69%     (4.61)%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets .................................         0.80%      0.84%       0.80%       0.88%      0.83%
Net investment income to average net assets ....................         4.74%      5.04%       5.15%       5.38%      5.12%
Portfolio turnover .............................................        16.63%        --       20.66%       4.13%      1.81%
NET ASSETS, END OF YEAR
(000s omitted) .................................................      $106,328   $101,018    $108,163    $112,421   $115,133



                                                                                              CLASS D
                                                                        ----------------------------------------------------
                                                                               YEAR ENDED SEPTEMBER 30,              2/1/94**
                                                                        -----------------------------------------      TO
                                                                        1998       1997        1996        1995      9/30/94
                                                                        -----      -----       -----       -----     -------
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD ...........................        $8.16      $8.06       $7.97       $7.61      $8.42
                                                                        -----      -----       -----       -----      -----
Net investment income ..........................................         0.31       0.33        0.34        0.34       0.22
Net realized and unrealized
  investment gain (loss) .......................................         0.29       0.23        0.11        0.37      (0.81)
                                                                        -----      -----       -----       -----      -----
INCREASE (DECREASE) FROM INVESTMENT
  OPERATIONS ...................................................         0.60       0.56        0.45        0.71      (0.59)
Dividends paid or declared .....................................        (0.31)     (0.33)      (0.34)      (0.34)     (0.22)
Distributions from net gain realized ...........................        (0.07)     (0.13)      (0.02)      (0.01)        --
                                                                        -----      -----       -----       -----      -----
NET INCREASE (DECREASE) IN NET ASSET VALUE .....................         0.22       0.10        0.09        0.36      (0.81)
                                                                        -----      -----       -----       -----      -----
NET ASSET VALUE, END OF PERIOD .................................        $8.38      $8.16       $8.06       $7.97      $7.61
                                                                        =====      =====       =====       =====      =====
TOTAL RETURN BASED ON NET ASSET VALUE: .........................         7.68%      7.15%       5.73%       9.63%     (7.14)%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets .................................         1.71%      1.75%       1.70%       1.85%      1.74%+
Net investment income to average net assets ....................         3.83%      4.13%       4.25%       4.40%      4.29%+
Portfolio turnover .............................................        16.63%        --       20.66%       4.13%      1.81%++
NET ASSETS, END OF PERIOD
(000s omitted) .................................................        $5,594     $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.

                                       63

<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, 1998, 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, 1998 by correspondence with the Fund's custodian and brokers;
where replies were not received from brokers, we performed other auditing
procedures. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of each Series of
Seligman Municipal Fund Series, Inc. as of September 30, 1998, 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 30, 1998

                                       64

<PAGE>

JOHN R. GALVIN 2, 4
DEAN, Fletcher School of Law and Diplomacy
   at Tufts University
DIRECTOR, Raytheon Corporation

ALICE S. ILCHMAN 3, 4
TRUSTEE, Committee for Economic Development
CHAIRMAN, The Rockefeller Foundation

FRANK A. MCPHERSON 2, 4
DIRECTOR, Kimberly-Clark Corporation
DIRECTOR, Baptist Medical Center

JOHN E. MEROW 2, 4
RETIRED CHAIRMAN AND SENIOR PARTNER,
   Sullivan & Cromwell, Law Firm
DIRECTOR, Commonwealth Industries, Inc.
DIRECTOR, New York Presbyterian Hospital

BETSY S. MICHEL 2, 4
TRUSTEE, The Geraldine R. Dodge Foundation
CHAIRMAN OF THE BOARD OF TRUSTEES, St. George's School

WILLIAM C. MORRIS 1
CHAIRMAN
CHAIRMAN OF THE BOARD, J. & W. Seligman & Co. Incorporated
CHAIRMAN, Carbo Ceramics Inc.
DIRECTOR, Kerr-McGee Corporation

JAMES C. PITNEY 3, 4
RETIRED PARTNER, Pitney, Hardin, Kipp & Szuch,
   Law Firm

JAMES Q. RIORDAN 3, 4
DIRECTOR, KeySpan Energy Corporation
TRUSTEE, Committee for Economic Development
DIRECTOR, Public Broadcasting Service

RICHARD R. SCHMALTZ 1
MANAGING DIRECTOR, DIRECTOR OF INVESTMENTS,
   J. & W. Seligman & Co. Incorporated
TRUSTEE EMERITUS, Colby College

ROBERT L. SHAFER 3, 4
RETIRED VICE PRESIDENT, Pfizer Inc.

JAMES N. WHITSON 2, 4
DIRECTOR AND CONSULTANT, Sammons Enterprises, Inc.
DIRECTOR, CommScope, Inc.
DIRECTOR, C-SPAN

BRIAN T. ZINO 1
PRESIDENT
PRESIDENT, J. & W. Seligman & Co. Incorporated
CHAIRMAN, Seligman Data Corp.
DIRECTOR, ICIMutual Insurance Company

DIRECTOR EMERITUS
FRED E. BROWN
DIRECTOR AND CONSULTANT, J. & W. Seligman & Co. Incorporated

- ----------
Member:    1 Executive Committee
           2 Audit Committee
           3 Director Nominating Committee
           4 Board Operations Committee

                                       65

<PAGE>


EXECUTIVE OFFICERS

WILLIAM MORRIS
CHAIRMAN

BRIAN T. ZINO
PRESIDENT

THOMAS G. MOLES
VICE PRESIDENT

LAWRENCE P. VOGEL
VICE PRESIDENT

THOMAS G. ROSE
TREASURER

FRANK J. NASTA
SECRETARY


MANAGER
J. & W. Seligman & Co. Incorporated
100 Park Avenue
New York, NY 10017

GENERAL COUNSEL
Sullivan & Cromwell

INDEPENDENT AUDITORS
Deloitte & Touche LLP

GENERAL DISTRIBUTOR
Seligman Advisors, Inc.
100 Park Avenue
New York, NY 10017

SHAREHOLDER SERVICE AGENT
Seligman Data Corp.
100 Park Avenue
New York, NY 10017

IMPORTANT TELEPHONE NUMBERS
(800) 221-2450     Shareholder
                   Services
(212) 682-7600     Outside the
                   United States
(800) 622-4597     24-Hour Automated
                   Telephone Access
                   Service

                                       66

<PAGE>


GLOSSARY OF FINANCIAL TERMS

CAPITAL GAIN DISTRIBUTION -- A payment to mutual fund shareholders of profits
realized on the sale of securities in a fund's portfolio. For tax purposes,
these profits may be taxed at different rates, primarily depending upon the
length of time the securities were owned by the fund.

CAPITAL APPRECIATION/DEPRECIATION -- An increase or decrease in the market value
of a mutual fund's portfolio securities, which is reflected in the net asset
value of the fund's shares. Capital appreciation/depreciation of an individual
security is in relation to the original purchase price.

COMPOUNDING -- The change in the value of an investment as shareholders receive
earnings on their investment's earnings. For example, if $1,000 is invested at a
fixed rate of 7% a year, the initial investment is worth $1,070 after one year.
If the return is compounded, second year earnings will not be based on the
original $1,000, but on the $1,070, which includes the first year's earnings.

CONTINGENT DEFERRED SALES CHARGE (CDSC) -- Depending on the class of shares
owned, a fee charged by a mutual fund when shares are sold back to the fund (the
CDSC expires after a fixed time period).

DIVIDEND -- A payment by a mutual fund, usually derived from the fund's net
investment income (dividends and interest less expenses).

DIVIDEND YIELD -- A measurement of a fund's dividend as a percentage of the
maximum offering price.

EXPENSE RATIO -- The cost of doing business for a mutual fund, expressed as a
percent of the fund's net assets.

INVESTMENT OBJECTIVE -- The shared investment goal of a fund and its
shareholders.

MANAGEMENT FEE -- The amount paid by a mutual fund to its investment advisor(s).

MULTIPLE CLASSES OF SHARES -- Although an individual mutual fund invests in only
one portfolio of securities, it may offer investors several purchase options
which are "classes" of shares. Multiple classes permit shareholders to choose
the fee structure that best meets their needs and goals. Generally, each class
will differ in terms of how and when sales charges and certain fees are
assessed.

NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. (NASD) -- A self-regulatory
body with authority over firms that distribute mutual funds.

NET ASSET VALUE (NAV) PER SHARE -- The market worth of one fund share, obtained
by adding a mutual fund's total assets (securities, cash, and any accrued
earnings), subtracting liabilities, and dividing the resulting net assets by the
number of shares outstanding.

OFFERING PRICE (OP) -- The price at which a mutual fund's share can be
purchased. The offering price per share is the current net asset value plus any
sales charge.

PORTFOLIO TURNOVER -- A measure of the trading activity in a mutual fund's
investment portfolio that reflects how often securities are bought and sold.

PROSPECTUS -- The legal document describing a mutual fund to all prospective
shareholders. It contains information required by the Securities and Exchange
Commission (SEC), such as a fund's investment objective and policies, services,
investment restrictions, officers and directors, how shares are bought and
redeemed, fund fees and other charges, and the fund's financial statements.

SEC YIELD -- SEC Yield refers to the net income earned by a fund during a recent
30-day period. This income is annualized and then divided by the maximum
offering price per share on the last day of the 30-day period. The SEC Yield
formula reflects semiannual compounding.

SECURITIES AND EXCHANGE COMMISSION -- The primary US federal agency that
regulates the registration and distribution of mutual fund shares.

STATEMENT OF ADDITIONAL INFORMATION -- A document that contains updated or more
detailed information about an investment company and that supplements the
prospectus. It is available at no charge upon request.

TOTAL RETURN -- A measure of a fund's performance encompassing all elements of
return. Reflects the change in share price over a given period and assumes all
distributions are taken in additional fund shares. The Average Annual Total
Return represents the average annual compounded rate of return for the periods
presented.

YIELD ON SECURITIES -- For bonds, the current yield is the coupon rate of
interest, divided by the purchase price. For stocks, the yield is measured by
dividing dividends paid by the market price of the stock.

- ----------
Adapted from the Investment Company Institute's 1998 Mutual Fund Fact Book.

                                       67

<PAGE>


 THIS REPORT IS INTENDED ONLY FOR THE INFORMATION OF SHAREHOLDERS OR THOSE WHO
   HAVE RECEIVED THE OFFERING PROSPECTUS COVERING SHARES OF CAPITAL STOCK OF
   SELIGMAN MUNICIPAL FUND SERIES, INC., WHICH CONTAINS INFORMATION ABOUT THE
   SALES CHARGES, MANAGEMENT FEE, AND OTHER COSTS. PLEASE READ THE PROSPECTUS
                  CAREFULLY BEFORE INVESTING OR SENDING MONEY.

                            SELIGMAN ADVISORS, INC.
                                AN AFFILIATE OF

                                     [LOGO]

                              J. & W. SELIGMAN & CO.
                                  INCORPORATED

                                ESTABLISHED 1865

                      100 PARK AVENUE, NEW YORK, NY 10017

TEA2 9/98                                      [LOGO] PRINTED ON RECYCLED PAPER

<PAGE>

                                                                File No. 2-86008
                                                                        811-3828

PART C. OTHER INFORMATION

Item 23. Exhibits

   
            All Exhibits have been previously filed and are incorporated herein
by reference, except Exhibits marked with an asterisk (*) which are filed
herewith.
    

(a)         Amended and Restated Articles of Incorporation of Registrant.
            (Incorporated by reference to Registrant's Post-Effective Amendment
            No. 30 filed on January 29, 1997.)

(b)         Amended and Restated By-Laws of the Registrant. (Incorporated by
            reference to Registrant's Post-Effective Amendment No. 30 filed on
            January 29, 1997.)

(c)         Copy of Specimen certificate of Capital Stock for Class D Shares.
            (Incorporated by reference to Registrant's Post-Effective Amendment
            No. 31 filed on January 27, 1998.)

(d)         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.)

   
(e)         Distributing Agreement between Registrant and Seligman Advisors,
            Inc. (formerly,Seligman Financial Services, Inc.) (Incorporated by
            reference to Registrant's Post-Effective Amendment No. 30 filed on
            January 29, 1997.)

(e)(1)      Sales Agreement between Dealers and Seligman Advisors, Inc.
            (formerly, Seligman Financial Services, Inc.) (Incorporated by
            reference to Registrant's Post-Effective Amendment No. 30 filed on
            January 29, 1997.)
    

(f)         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.)

   
(f)(1)      *Deferred Compensation Plan for Directors of Seligman Municipal Fund
            Series, Inc.
    

(g)         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.)

(h)         Not applicable.

(i)         Opinion and Consent of Counsel. (Incorporated by reference to
            Registrant's Post-Effective Amendment No. 30 filed on January 29,
            1997.)

   
(j)         *Consent of Independent Auditors.

(j)(1)      *Consent of Colorado Counsel.

(j)(2)      *Consent of Georgia Counsel.

(j)(3)      *Opinion and Consent of Louisiana Counsel.

(j)(4)      *Consent of Maryland Counsel.

(j)(5)      *Consent of Massachusetts Counsel.

(j)(6)      *Consent of Michigan Counsel.

(j)(7)      *Opinion and Consent of Minnesota Counsel.

(j)(8)      *Consent of Missouri Counsel.

(j)(9)      *Opinion and Consent of New York Counsel.
    

<PAGE>

                                                                File No. 2-86008
                                                                        811-3828

PART C. OTHER INFORMATION (continued)

   
(j)(10)     *Consent of Ohio Counsel.

(j)(11)     *Opinion and Consent of Oregon Counsel.

(j)(12)     *Opinion and Consent of South Carolina Counsel.
    

(k)         Not applicable.

(l)         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.)

(m)         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.)
   
(n)        *Financial Data Schedules meeting the requirements of Rule 483 under
            the Securities Act of 1933.
    

(o)         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. (Incorporated by reference to Registrant's
                Post-Effective Amendment No. 31 filed on January 27, 1998.)

Item 24.    Persons Controlled by or Under Common Control with Registrant -
            None.

Item 25.    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 26.    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.

            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 March 25, 1998.

<PAGE>

                                                                File No. 2-86008
                                                                        811-3828

PART C. OTHER INFORMATION (continued)

Item 27.    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.

                             Seligman Advisors, Inc.
   
                             As of December 31, 1998
                             -----------------------
    

<TABLE>
<CAPTION>
                 (1)                                                (2)                                    (3)
         Name and Principal                                Positions and Offices                  Positions and Offices
          Business Address                                   with Underwriter                        with Registrant
          ----------------                                   ----------------                        ---------------
<S>                                                    <C>                                    <C>    
         William C. Morris*                            Director                                    Chairman of the Board
                                                                                                   and Chief Executive
                                                                                                   Officer
         Brian T. Zino*                                Director                                    President and Director
         Ronald T. Schroeder*                          Director                                    None
         Fred E. Brown*                                Director                                    Director Emeritus
         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
   
         Edward F. Lynch*                              Senior Vice President, National             None
                                                       Sales Director
    
         James R. Besher                               Senior Vice President, Divisional           None
         14000 Margaux Lane                            Sales Director
         Town & Country, MO  63017
         Gerald I. Cetrulo, III                        Senior Vice President, Sales                None
         140 West Parkway
         Pompton Plains, NJ  07444
         Jonathan G. Evans                             Senior Vice President, Sales                None
         222 Fairmont Way
         Ft. Lauderdale, FL  33326
         T. Wayne Knowles                              Senior Vice President,                      None
         104 Morninghills Court                        Divisional Sales Director
         Cary, NC  27511
</TABLE>

<PAGE>

                                                                File No. 2-86008
                                                                        811-3828

PART C. OTHER INFORMATION (continued)
 
                             Seligman Advisors, Inc.
   
                             As of December 31, 1998
                             -----------------------
    

<TABLE>
<CAPTION>
                 (1)                                                (2)                             (3)
         Name and Principal                                Positions and Offices           Positions and Offices
          Business Address                                   with Underwriter                 with Registrant
          ----------------                                   ----------------                 ---------------
<S>                                                    <C>                                    <C>    
         Joseph Lam                                    Senior Vice President, Regional             None
         Seligman International Inc.                   Director, Asia
         Suite 1133, Central Building
         One Pedder Street
         Central Hong Kong
         Bradley W. Larson                             Senior Vice President, Sales                None
         367 Bryan Drive
         Alamo, CA  94526
         Richard M. Potocki                            Senior Vice President, Regional             None
         Seligman International UK Limited             Director, Europe and the Middle East
         Berkeley Square House 2nd Floor
         Berkeley Square
         London, United Kingdom W1X 6EA
         Bruce M. Tuckey                               Senior Vice President, Sales                None
         41644 Chathman Drive
         Novi, MI  48375
         Andrew S. Veasey                              Senior Vice President, Sales                None
         14 Woodside
         Rumson, NJ  07760
         J. Brereton Young*                            Senior Vice President, National             None
                                                       Accounts Manager
         Peter J. Campagna                             Vice President, Regional Retirement         None
         1130 Green Meadow Court                       Plans Manager
         Acworth, GA  30102
   
         Matthew A. Digan*                             Senior Vice President, Director of          None
                                                       Mutual Fund Marketing
    
         Mason S. Flinn                                Vice President, Regional Retirement         None
         159 Varennes                                  Plans Manager
         San Francisco, CA  94133
   
         Robert T. Hausler*                            Senior Vice President, Senior               None
                                                       Portfolio Specialist
    
         Marsha E. Jacoby*                             Vice President, Offshore Business           None
                                                       Manager
         William W. Johnson*                           Vice President, Order Desk                  None
   
         Michelle L. McCann (Rappa)*                   Senior Vice President, Director of          None
                                                       Retirement Plans
         Scott H. Novak*                               Senior Vice President, Insurance            None
    
         Ronald W. Pond*                               Vice President, Portfolio Advisor           None
   
         Tracy A. Salomon*                             Vice President, Retirement Marketing        None
    
         Michael R. Sanders*                           Vice President, Product Manager             None
                                                       Managed Money Services
         Helen Simon*                                  Vice President, Sales                       None
                                                       Administration Manager
         Gary A. Terpening*                            Vice President, Director of Business        None
                                                       Development
</TABLE>

<PAGE>

                                                                File No. 2-86008
                                                                        811-3828

PART C.  OTHER INFORMATION (continued)

                             Seligman Advisors, Inc.
   
                             As of December 31, 1998
                             -----------------------
    

<TABLE>
<CAPTION>
                 (1)                                                (2)                             (3)
         Name and Principal                                Positions and Offices           Positions and Offices
          Business Address                                   with Underwriter                 with Registrant
          ----------------                                   ----------------                 ---------------
<S>                                                    <C>                                    <C>    
   
         Charles L. von Breitenbach, II*               Senior Vice President, Director of          None
                                                       Managed Money Services
    
         Joan M. O'Connell                             Vice President, Regional Retirement         None
         3707 5th Avenue #136                          Plans Manager
         San Diego, CA  92103
         Charles E. Wenzel                             Vice President, Regional Retirement         None
         703 Greenwood Road                            Plans Manager
         Wilmington, DE  19807
   
         Jeffery C. Pleet*                             Vice President, Regional Retirement         None
                                                       Plans Manager
    
         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
         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
         Michael K. Lewallen                           Regional Vice President                     None
         908 Tulip Poplar Lane
         Birmingham, AL  35244
         Judith L. Lyon                                Regional Vice President                     None
         163 Haynes Bridge Road, Ste 205
         Alpharetta, CA  30201
         Stephen A. Mikez                              Regional Vice President                     None
         11786 E. Charter Oak
         Scottsdale, AZ  85259
         Tim O'Connell                                 Regional Vice President                     None
         14872 Summerbreeze Way
         San Diego, CA  92128
</TABLE>

<PAGE>

                                                                File No. 2-86008
                                                                        811-3828

PART C. OTHER INFORMATION (continued)

                             Seligman Advisors, Inc.
   
                             As of December 31, 1998
                             -----------------------
    

<TABLE>
<CAPTION>
                 (1)                                                (2)                             (3)
         Name and Principal                                Positions and Offices           Positions and Offices
          Business Address                                   with Underwriter                 with Registrant
          ----------------                                   ----------------                 ---------------
<S>                                                    <C>                                    <C>    
         Thomas Parnell                                Regional Vice President                     None
         5250 Greystone Drive  #107
         Inver Grove Heights, MN  55077
         David K. Petzke                               Regional Vice President                     None
         2714 Winding Trail Place
         Boulder, CO  80304
         Nicholas 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
   
         Craig Prichard                                Regional Vice President                     None
         300 Spyglass Drive
         Fairlawn, OH  44333
         Steve Wilson                                  Regional Vice President                     None
         83 Kaydeross Park Road
         Saratoga Springs, NY  12866
         Eugene P. Sullivan                            Regional Vice President                     None
         8 Charles Street, Apt. 603
         Baltimore, MD  21201
    
         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*                              Vice President, Business
                                                       Analyst                                     None
    
         Sandra G. Floris*                             Assistant Vice President, Order Desk        None
         Keith Landry*                                 Assistant Vice President, Order Desk        None
         Gail S. Cushing*                              Assistant Vice President, National          None
                                                       Accounts Manager
         Albert A. Pisano*                             Assistant Vice President and                None
                                                       Compliance Officer
         Jack Talvy*                                   Assistant Vice President, Internal          None
                                                       Marketing Services Manager
   
         Joyce Peress*                                 Assistant Secretary                         Assistant Secretary
    
</TABLE>

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

            (c) Not Applicable.

<PAGE>

                                                                File No. 2-86008
                                                                        811-3828

PART C. OTHER INFORMATION (continued)

Item 28.    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 29.    Management Services - Not Applicable.

Item 30.    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>

                                                                File No. 2-86008
                                                                        811-3828

                                   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. 34 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 28th day of January, 1999.

                                         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. 34 has been signed below by the following persons
in the capacities indicated on January 28, 1999.

           Signature                                     Title
           ---------                                     -----

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

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

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

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

<PAGE>

                                                                File No. 2-86008
                                                                        811-3828

                      SELIGMAN MUNICIPAL FUND SERIES, INC.
   
                     Post-Effective Amendment No. 34 to the
                       Registration Statement on Form N-1A
    

                                  EXHIBIT INDEX

Form N-1A Item No.               Description
- ------------------               -----------

   
23(f)(1)                         Deferred Compensation Plan for Directors

23(j)                            Consent of Independent Auditors

23(j)(1)                         Consent of Colorado Counsel

23(j)(2)                         Consent of Georgia Counsel

23(j)(3)                         Opinion and Consent of Louisiana Counsel

23(j)(4)                         Consent of Maryland Counsel

23(j)(5)                         Consent of Massachusetts Counsel

23(j)(6)                         Consent of Michigan Counsel

23(j)(7)                         Opinion and Consent of Minnesota Counsel

23(j)(8)                         Consent of Missouri Counsel

23(j)(9)                         Opinion and Consent of New York Counsel

23(j)(10)                        Consent of Ohio Counsel

23(j)(11)                        Opinion and Consent of Oregon Counsel

23(j)(12)                        Opinion and Consent of South Carolina Counsel

23(n)                            Financial Data Schedules
    



                    DEFERRED COMPENSATION PLAN FOR DIRECTORS

                                       OF

                      SELIGMAN MUNICIPAL FUND SERIES, INC.
                                    ("FUND")

1. Election to Defer Payments. Any member of the Board of Directors (herein, a
"Director") of the Fund may elect to have payment of that Director's annual
retainer or meeting fees or both for Board service deferred as provided in this
Plan. The election shall be made in writing prior to, and to take effect from,
the beginning of a calendar year. For any Director in the year in which this
Plan is adopted or for a person elected a director in other than the last
calendar month of a year, the election shall be made within 30 days after that
event and prior to, and to take effect from, the beginning of the calendar
quarter next ensuing after that event. Elections shall continue in effect until
terminated in writing, any such termination to take effect on the first day of
the calendar year beginning after receipt of the notice of termination. An
election shall be irrevocable as to payments deferred in conformity with that
election.

2. Deferred Payment Account. Each deferred retainer or fee shall be credited at
the time when it otherwise would have been payable to an account to be
established in the name of the Director on the books of the Fund (the "Deferred
Payment Account") adjusted for notional investment experience as hereinafter
described.

3. Return on Deferred Payment Account Balance. (a) For purposes of measuring the
investment return on his Deferred Payment Account, the Director may elect to
have the aggregate amount of his deferred compensation (or a specified portion
thereof) receive a return (i) at a rate equal to the return earned on
three-month U.S. Treasury Bills at the beginning of each calendar quarter (the
"Treasury Bill Rate") and such interest shall be credited to the account
quarterly at the end of each calendar quarter, or (ii) at a rate of return
(positive or negative) equal to the rate of return on the shares of any of the
registered investment companies managed by J. & W. Seligman & Co. Incorporated
("Seligman") or any other entity controlling, controlled by, or under common
control with (as such terms are defined in the Investment Company Act of 1940)
Seligman (each, a "Notional Fund"), assuming reinvestment of dividends and
distributions from the Notional Funds. (b) A Director may amend his designation
of investment return as of the end of each calendar quarter by giving written
notice to the President of the Fund at least 30 days prior to the end of such
calendar quarter. A timely change to a Director's designation of investment
return shall become effective on the first day of the calendar quarter following
receipt by the President of the Fund (the "President").

4. Notional Investment Experience. Amounts credited to a Deferred Payment
Account shall be periodically adjusted for notional investment experience. In
each case such notional investment experience shall be determined by treating
the Deferred 

<PAGE>

Payment Account as though an equivalent dollar amount had been invested and
reinvested in one or more of the Notional Funds. The Notional Funds used as a
basis for determining notional investment experience with respect to any
Director's Deferred Payment Account shall be designated by the Director in
writing by instrument of election substantially in the form attached hereto as
Exhibit C and may be changed prospectively by similar written election effective
as of the first day of any calendar quarter. The President may from time to time
limit the Notional Funds available for purposes of such election. If at any time
any Notional Fund that has previously been designated by a Director as a
notional investment shall cease to exist or shall be unavailable for any reason,
or if the Director fails to designate one or more Notional Funds pursuant to
this Section 4, the President may, at his discretion and upon notice to the
Director, treat any amounts notionally invested in such Notional Fund (whether
representing past amounts credited to a Director's Deferred Payment Account or
subsequent fee deferrals or both) as having been invested at the Treasury Bill
Rate, only until such time as the Director shall have made another investment
election in accordance with the foregoing procedures. Deferred Payment Accounts
shall continue to be adjusted for notional investment experience until
distributed in full in accordance with the distribution method elected by the
Director pursuant to Section 5 hereof.

5. Payment of Deferred Amounts. All amounts credited to an account pursuant to
any election by the Director made as provided in Section 1 hereof shall be paid
to the Director

      (a)   in, or beginning in, the calendar year following the calendar year
            in which the Director ceases to be a Director of the Fund, or

      (b)   in, or beginning in, the calendar year following the earlier of the
            calendar year in which the Director ceases to be a Director of the
            Fund or attains age 70,

            and shall be paid

      (c)   in a lump sum payable on the first day of the calendar year in which
            payment is to be made, or

      (d)  in 10 or fewer installments, payable on the first day of each year
           commencing with the calendar year in which payment is to begin, all
           as the Director shall specify in making the election. If the payment
           is to be made in installments, the amount of each installment shall
           be equal to a fraction of the total of the amounts in the account at
           the date of the payment the numerator of which shall be one and the
           denominator of which shall be the then remaining number of unpaid
           installments (including the installment then to be paid). If the
           Director dies at any time before all amounts in the account have been
           paid, such amounts shall be paid at that time in a lump sum to the
           beneficiary or beneficiaries designated by the Director in writing to
           receive such payments or in the absence of such a designation to the
           estate of the Director.

<PAGE>

The Board of Directors may, in the case of an unforseeable emergency, at its
sole discretion accelerate the payment of any unpaid amount for any or all
Directors. For purposes of this paragraph, an unforseeable emergency is severe
financial hardship to the Director resulting from a sudden and unexpected
illness or accident of the Director or of a dependent (as defined in section
152(a) of the Internal Revenue Code) of the Director, loss of the Director's
property due to casualty, or other similar extraordinary and unforseeable
circumstances arising as a result of events beyond the control of the Director.
Payment due to an unforseeable emergency may not be made to the extent that such
hardship is or may be relieved (i) through reimbursement or compensation by
insurance or otherwise; (ii) by liquidation of the Director's assets, to the
extent the liquidation of such assets would not itself cause severe financial
hardship, or (iii) by cessation of deferrals under the Plan. Examples of what
are not considered to be unforseeable emergencies include the need to send a
Director's child to college or the desire to purchase a home. Withdrawals of
amounts because of an unforseeable emergency are only permitted to the extent
reasonably necessary to satisfy the emergency need.

6. Assignment. No deferred amount or unpaid portion thereof may be assigned or
transferred by the Director except by will or the laws of descent and
distribution.

7. Withholding Taxes. The Fund shall deduct from all payments any federal, state
or local taxes and other charges required by law to be withheld with respect to
such payments.

8. Nature of Rights; Nonalienation. A Director's rights to deferred payment
under the Plan shall be solely those of an unsecured general creditor of the
Fund, and any payments by the Fund pursuant to the Plan will be made solely from
the Fund's general assets and property. The Fund will be under no obligation to
purchase, hold or dispose of any investment for the specific benefit of any
Director but, if the Fund should choose to purchase shares of any Notional Fund
in order to cover all or a portion of its obligations under the Plan, then such
investments will continue to be a part of the general assets and property of the
Fund. A Director's rights under the Plan may not be transferred, assigned,
pledged or otherwise alienated, and any attempt by the Director to do so shall
be null and void.

9. Status of Director. Nothing in the Plan nor any election hereunder shall be
construed as conferring on any Director the right to remain a Director of the
Fund or to receive fees at any particular rate.

10. Amendment and Acceleration. The Board of Directors may at any time at its
sole discretion amend or terminate this Plan, provided that no such amendment or
termination shall adversely affect the right of Directors to receive deferred
amounts credited to their account.

11. Administration. The Plan shall be administered by the President or by such
person or persons as the President may designate to carry out administrative
functions hereunder. The President shall have complete discretion to interpret
and administer the Plan in accordance with its terms, and his determinations
shall be binding on all persons.

Amended as of March 19, 1998



CONSENT OF INDEPENDENT AUDITORS

Seligman Municipal Fund Series, Inc.:

We consent to the use in Post-Effective Amendment No. 34 to Registration
Statement No. 2-86008 of our report dated October 30, 1998, appearing in the
Annual Report to Shareholders for the year ended September 30, 1998,
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.


DELOITTE & TOUCHE LLP
New York, New York
January 25, 1999




                                                                William E. Tanis
                                                           303-628-3634 (direct)
                                                              303-628-3723 (fax)
                                                     [email protected]

IRELAND
STAPLETON

                              January 4, 1999

Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, New York  10017

Ladies and Gentlemen:

      With respect to Post-Effective Amendment No. 34 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 Colorado
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 "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
                                  ------------------------------------
                                      Willaim E. Tanis, Vice President 



                                 KING & SPALDING

                              191 Peachtree Street
                           Atlanta, Georgia 30303-1763
                             Telephone: 404/572-4600
                             Facsimile: 404/572-5100

                                January 20, 1999

Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, NY  10017

Ladies and Gentlemen:

      With respect to Post-Effective Amendment No. 34 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. Based upon such review, our opinion
concerning Georgia taxes as filed with the Securities and Exchange Commission
remains unchanged.

      We consent to the filing of this letter as an exhibit to the Registration
Statement and to the reference to us under the heading "Georgia Taxes." In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.

                                          Very truly yours,


                                          /s/ KING & SPAULDING
                                          KING & SPAULDING


                                 LISKOW & LEWIS

                         A PROFESSIONAL LAW CORPORATION

                                ATTORNEYS AT LAW

                                ONE SHELL SQUARE
                         701 POYDRAS STREET, SUITE 5000
                           NEW ORLEANS, LA 70139-5099

                     Writer's Direct Dial No. (504) 556-4112

                             New Orleans, Louisiana
                                December 23, 1998


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 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 

<PAGE>

December 23, 1998                                                 LISKOW & LEWIS
                                                                  Page 2

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 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

<PAGE>

December 23, 1998                                                 LISKOW & LEWIS
                                                                  Page 3


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.

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

<PAGE>

December 23, 1998                                                 LISKOW & LEWIS
                                                                  Page 4


income taxes applicable to dividend distributions from Louisiana Tax-Exempt
Obligations to shareholders who are individuals, corporations, trusts, and
estates.

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. 33 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,

                                    /S/ LISKOW & LEWIS
                                    LISKOW & LEWIS



                     VENABLE, BAETJER AND HOWARD, LLP
                     Including professional corporations

                     Two Hopkins Plaza, Suite 1800
                     Baltimore, Maryland  21201-2978
                     (410)244-7400, Fax (410) 244-7742
                     www.venable.com

VENABLE
ATTORNEY AT LAW

                                December 16, 1998

Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, New York  10017

Ladies and Gentlemen:

            With respect to Post-Effective Amendment No. 34 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 Maryland
Taxes in the Registration Statement. Subject to such review, our opinion as
delivered to you and as filed with the Securities and Exchange Commission
remains unchanged.

            We consent to the filing of this consent as an exhibit to the
Registration Statement and to the reference to us under the heading "Maryland
Taxes." In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended.

                                          Very truly yours,

                                          /s/ Venable Baetjer and Howard, LLP
                                          Venable Baetjer and Howard, LLP



                               PALMER & DODGE LLP
                    ONE BEACON STREET, BOSTON, MA 02108-3190

TELEPHONE: (617) 573-0100                            FACSIMILE: (617) 227-4420

                                 January 22, 1999

Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, New York  10017

Ladies and Gentlemen:

      With respect to Post-Effective Amendment 34 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 LLP
                                          PALMER & DODGE LLP



Dickinson
   Wright PLLC

January 25, 1999

Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, NY  10017

Ladies and Gentlemen:

      With respect to Post-Effective Amendment No. 34 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 PLLC
                                          Dickinson Wright PLLC



                               FAEGRE & BENSON LLP

                                January 20, 1999

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(g) of the Code. As such, you have
informed us that each of the classes of Seligman, including the Minnesota
Municipal Class, is, and intends to continue to qualify as, a separate regulated
investment company, and that Seligman has taken, and will take, all other action
so as to enable the Minnesota 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

<PAGE>

Seligman Municipal Fund Series, Inc.
January 20, 1999
Page 2

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 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(g) 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.

<PAGE>

Seligman Municipal Fund Series, Inc.
January 20, 1999
Page 3

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 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 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.

- ----------
(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 20, 1999
Page 4

      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 generally 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, generally will be subject to the regular Minnesota personal
income tax.

      In addition to imposing a regular personal income tax, Minnesota imposes
an alternative minimum tax (see Minn. Stat. ss.290.091) on individuals, estates,
and trusts that is based, in part, on such taxpayers' federal alternative
minimum taxable income, which includes federal tax preference items. The Code
provides that interest on specified private activity bonds is a federal tax
preference item, and that an exempt-interest dividend of a regulated investment
company constitutes a federal tax preference item to the extent of its
proportionate share of the interest on such private activity bonds. Accordingly,
exempt-interest dividends that are attributable to such private activity bond
interest, even though they are also attributable to the specified obligations
described in this letter, will be included in the base upon which such Minnesota
alternative minimum tax is computed. In addition, the entire portion of
exempt-interest dividends that is attributable to interest other than interest
on the specified obligations generally 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,
generally 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.

<PAGE>

Seligman Municipal Fund Series, Inc.
January 20, 1999
Page 5

      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 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 20, 1999, 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 LLP

                           3500 ONE KANSAS CITY PLACE
                                1200 MAIN STREET
                        KANSAS CITY, MISSOURI 64105-2100

                                 January 4, 1999

Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, NY  10017

Ladies and Gentlemen:

      With respect to Post-Effective Amendment No. 34 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 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.

                                          Very truly yours,

                                          /s/ Bryan Cave LLP
                                          Bryan Cave LLP


                               SULLIVAN & CROMWELL


                                                                January 25, 1999


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 or sale of shares of a
particular series, all assets in which such consideration is invested and all
income and proceeds from such assets shall irrevocably belong to that series
only, subject only to the rights of creditors. Dividends on shares of a
particular series may be paid only from the assets belonging to the series. The
income of the New York Series will consist primarily of interest on obligations
of New York State and its municipalities and public authorities which is
excluded

<PAGE>

Seligman Municipal Fund Series, Inc.                                         -2-


from gross income for Federal income tax purposes by Section 103(a) of
the Internal Revenue Code of 1986, as amended (the "Code") and certain other
interest which is excluded from gross income for Federal income tax purposes,
such as interest on bonds issued by the Government of Puerto Rico and exempt
pursuant to Section 745 of Title 48 of the United States Code.

            In connection with this opinion, we have assumed with your consent
that the New York Series of the Fund is a regulated investment company taxable
under Subchapter M of the Code and that dividends paid by the New York Series
will constitute in whole or in part "exempt-interest dividends" within the
meaning of Section 852(b)(5) of the Code.

            Adjusted gross income for New York State and City personal income
tax purposes is defined as adjusted gross income for Federal income tax purposes
with certain statutory modifications. One modification is that interest received
by a taxpayer on obligations of any state other than New York or a political
subdivision of any such state generally must be added to Federal adjusted gross
income. Regulations promulgated by the New York State Tax Commission provide
that "exempt-interest dividends" attributable to interest on obligations of any
state other than New York or a political subdivision of any such state must be
added to Federal adjusted gross income in calculating adjusted gross income for
New York State and City personal income tax purposes.

            On the basis of the foregoing and our consideration of such matters
as we have considered necessary, we advise you that, in our opinion, for New
York State and City personal income tax purposes, owners of shares in the New
York Series will be entitled to exclude from their adjusted gross income for New
York State and City tax purposes any 

<PAGE>

Seligman Municipal Fund Series, Inc.                                         -3-


dividends paid by the New York Series which qualify as "exempt-interest
dividends" under Section 852(b)(5) of the Code and are not derived from interest
on obligations of a state other than New York or a political subdivision of any
such state. Such dividends would include, for example, dividends derived from
qualifying interest on obligations issued by the Government of Puerto Rico.

            In this regard, we have reviewed the Notices of the New York State
Income Tax Bureau, dated February 18, 1977 and March 7, 1977, expressing the
view that not only "exempt-interest dividends" derived from obligations of other
states and their political subdivisions but all "exempt-interest dividends"
which are attributable to interest on obligations of any issuer other than New
York State or one of its political subdivisions (such as obligations issued by
the Government of Puerto Rico) must be added to Federal adjusted gross income.
Insofar as these Notices conflict with the regulations, which were adopted after
the issuance of the Notices and which more closely follow the statutory
language, we regard the regulations as the controlling authority. We note that
the New York State Tax Commission has issued an advisory opinion, TSB-A-82-(5)-I
(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.

Seligman Municipal Fund Series, Inc.                                      

                                          Very truly yours,

                                          /s/Sullivan & Cromwell
                                          Sullivan & Cromwell



                            Squire, Sanders & Dempsey
                                     L.L.P.

                                January 20, 1999

Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, New York  10017

      Re: Seligman Municipal Fund Series, Inc. -- Post-Effective 
          Amendment No. 34

Ladies and Gentlemen:

      We have acted as Ohio tax counsel with respect to Post-Effective Amendment
No. 34 to the Registration Statement (the "Registration Statement") on Form N-1A
for Seligman Municipal Fund Series, Inc. (the "Fund"). We have reviewed the
material under the heading "Taxation of the Funds - Ohio Taxes" in the Statement
of Additional Information that is a part of 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 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
"Taxation of the Funds - Ohio Taxes" in the Statement of Additional Information
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.


                 [LETTERHEAD OF SCHWABE WILLIAMSON & WYATT P.C.]

                                January 25, 1999

Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, NY  10017

      Re: Oregon Municipal Series

Ladies and Gentlemen:

      We have acted as Oregon counsel to Seligman Municipal Fund, 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 Municipal Series. The Articles provide that all consideration
received by the Fund for the issue or sale of shares of a particular class, all
assets in which such consideration is invested and all income and proceeds from
such assets shall belong to that class only, subject only to the rights of
creditors. Dividends on shares of a particular class may be paid only from the
assets belonging to the class.

      The income of the Oregon Municipal Series will consist primarily of
interest on obligations of the State of Oregon and its municipalities and public
authorities, which is excluded from gross income for Federal income tax purposes
by Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code").
The income of the Oregon Series may also include certain other interest which is
excluded from gross income for Federal income tax purposes, such as interest on
certain bonds issued by the Government of Puerto Rico (excluded pursuant to 48
USC Section 745), the Government of Guam (excluded pursuant to 48 USC Section
1423a) or the Government of the Virgin Islands (excluded pursuant to 48 USC
Section 1574).

      In connection with this opinion, we have assumed with your consent that
the Oregon Series is a regulated investment company taxable under Subchapter M
of the Code and that dividends paid by the Fund will constitute in whole or in
part "exempt interest dividends" within the meaning of Section 852(b)(5) of the
Code.

<PAGE>

Seligman Municipal Fund Series, Inc.
January 22, 1999
Page 2


      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 Municipal
Series will be entitled to exclude from State of Oregon adjusted gross income
dividends paid by the Oregon Series which:

1.    qualify as "exempt-interest dividends" under section 852(b)(5) of the
      Code; and

2.    are derived from:

      a)    interest or dividends on obligations or securities of the State of
            Oregon or of a political subdivision or authority of the State of
            Oregon; or

      b)    interest or dividends on obligations of any authority, commission,
            instrumentality or territoriality of the United States which, by the
            laws of the United States, are exempt from state income taxes (such
            as interest on certain bonds issued by Puerto Rico, Guam or the
            Virgin Islands).

      In our opinion, under present law, shares of the Oregon Series will not be
subject to Oregon personal property tax.

      We express no opinion as to taxation under the Oregon Corporate Excise Tax
or the Oregon Corporate Income Tax of dividends paid by the Oregon Municipal
Series.

      We hereby consent to the filing of this opinion as an exhibit to your
Post-Effective Amendment No. 34 to the Registration Statement under the
Securities Act of 1933, as amended, of Seligman Municipal 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


                              Sinkler & Boyd, P.A.
                                 Attorney at Law
                          1426 Main Street, Suite 1200
                       Columbia, South Carolina 29201-2834

                                December 16, 1998

Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, New York  10017

Ladies and Gentlemen:

      With respect to Post-Effective Amendment No. 34 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. Based on such review, we offer the
following updated opinion.

      Shareholders of the South Carolina Fund who are subject to South Carolina
individual or corporate income taxes will not be subject to such taxes on South
Carolina Fund dividends to the extent that such dividends qualify as either (1)
exempt-interest dividends of a regulated investment company under Section
852(b)(5) of the Internal Revenue 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 taxes, or (2) dividends derived from interest on obligations
of the United States and its possessions or on obligations of any authority or
commission of the United States, the interest from which is exempt from state
income taxes under the laws of the United States.

      We consent to the filing of this opinion as an exhibit to the Registration
Statement and to reference to us under the heading "South Carolina Taxes." In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.

                              Very truly yours,

                              /s/ Sinkler & Boyd, P.A.


<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-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                           100248
<INVESTMENTS-AT-VALUE>                          107999
<RECEIVABLES>                                     1693
<ASSETS-OTHER>                                     124
<OTHER-ITEMS-ASSETS>                                 1
<TOTAL-ASSETS>                                  109817
<PAYABLE-FOR-SECURITIES>                             0   
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          516
<TOTAL-LIABILITIES>                                516
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        103109
<SHARES-COMMON-STOCK>                            12255<F1>
<SHARES-COMMON-PRIOR>                            12169<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         (1559)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          7751
<NET-ASSETS>                                    101909<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 5571<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (797)<F1>
<NET-INVESTMENT-INCOME>                           4774<F1>
<REALIZED-GAINS-CURRENT>                          1376
<APPREC-INCREASE-CURRENT>                         2557
<NET-CHANGE-FROM-OPS>                             8929
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (4774)<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1739<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1975)<F1>
<SHARES-REINVESTED>                                322<F1>
<NET-CHANGE-IN-ASSETS>                            9541
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                       (2935) 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              494<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    797<F1>
<AVERAGE-NET-ASSETS>                             98854<F1>
<PER-SHARE-NAV-BEGIN>                             8.01<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>                               8.32<F1>
<EXPENSE-RATIO>                                    .80<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-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                           100248
<INVESTMENTS-AT-VALUE>                          107999
<RECEIVABLES>                                     1693
<ASSETS-OTHER>                                     124
<OTHER-ITEMS-ASSETS>                                 1
<TOTAL-ASSETS>                                  109817
<PAYABLE-FOR-SECURITIES>                             0   
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          516
<TOTAL-LIABILITIES>                                516
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        103109
<SHARES-COMMON-STOCK>                              889<F1>
<SHARES-COMMON-PRIOR>                              284<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         (1559)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          7751
<NET-ASSETS>                                      7392<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  319<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (97)<F1>
<NET-INVESTMENT-INCOME>                            222<F1>
<REALIZED-GAINS-CURRENT>                          1376
<APPREC-INCREASE-CURRENT>                         2557
<NET-CHANGE-FROM-OPS>                             8929
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (222)<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           2207<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1623)<F1>
<SHARES-REINVESTED>                                 21<F1>
<NET-CHANGE-IN-ASSETS>                            9541
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                       (2935) 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               28<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     97<F1>
<AVERAGE-NET-ASSETS>                              5680<F1>
<PER-SHARE-NAV-BEGIN>                             8.02<F1>
<PER-SHARE-NII>                                    .32<F1>
<PER-SHARE-GAIN-APPREC>                            .29<F1>
<PER-SHARE-DIVIDEND>                             (.32)<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.31<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>091          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES - COLORADO CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-mos
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                            41913
<INVESTMENTS-AT-VALUE>                           45174
<RECEIVABLES>                                      842
<ASSETS-OTHER>                                      78
<OTHER-ITEMS-ASSETS>                                 1
<TOTAL-ASSETS>                                   46095
<PAYABLE-FOR-SECURITIES>                             0   
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          168
<TOTAL-LIABILITIES>                                168
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         42782
<SHARES-COMMON-STOCK>                             5968<F1>
<SHARES-COMMON-PRIOR>                             6707<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (116)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3261
<NET-ASSETS>                                     45583<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 2687<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (423)<F1>
<NET-INVESTMENT-INCOME>                           2264<F1>
<REALIZED-GAINS-CURRENT>                          1217
<APPREC-INCREASE-CURRENT>                        (134)
<NET-CHANGE-FROM-OPS>                             3625
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (2264)<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            466<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1374)<F1>
<SHARES-REINVESTED>                                169<F1>
<NET-CHANGE-IN-ASSETS>                          (4091)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                       (1333)  
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              236<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    423<F1>
<AVERAGE-NET-ASSETS>                             47111<F1>
<PER-SHARE-NAV-BEGIN>                             7.42<F1>
<PER-SHARE-NII>                                    .36<F1>
<PER-SHARE-GAIN-APPREC>                            .22<F1>
<PER-SHARE-DIVIDEND>                             (.36)<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.64<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-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                            41913
<INVESTMENTS-AT-VALUE>                           45174
<RECEIVABLES>                                      842
<ASSETS-OTHER>                                      78
<OTHER-ITEMS-ASSETS>                                 1
<TOTAL-ASSETS>                                   46095
<PAYABLE-FOR-SECURITIES>                             0   
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          168
<TOTAL-LIABILITIES>                                168
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         42782
<SHARES-COMMON-STOCK>                               45<F1>
<SHARES-COMMON-PRIOR>                               32<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (116)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3261
<NET-ASSETS>                                       344<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   15<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (5)<F1>
<NET-INVESTMENT-INCOME>                             10<F1>
<REALIZED-GAINS-CURRENT>                          1217
<APPREC-INCREASE-CURRENT>                        (134)
<NET-CHANGE-FROM-OPS>                             3625
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (10)<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             24<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (12)<F1>
<SHARES-REINVESTED>                                  1<F1>
<NET-CHANGE-IN-ASSETS>                          (4091)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                       (1333)  
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                1<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      5<F1>
<AVERAGE-NET-ASSETS>                               266<F1>
<PER-SHARE-NAV-BEGIN>                             7.42<F1>
<PER-SHARE-NII>                                    .29<F1>
<PER-SHARE-GAIN-APPREC>                            .21<F1>
<PER-SHARE-DIVIDEND>                             (.29)<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.63<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> 131          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-GEORGIA CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-mos
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                            45876
<INVESTMENTS-AT-VALUE>                           50476
<RECEIVABLES>                                      793
<ASSETS-OTHER>                                     123 
<OTHER-ITEMS-ASSETS>                                 1
<TOTAL-ASSETS>                                   51393
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          160
<TOTAL-LIABILITIES>                                160
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         46366
<SHARES-COMMON-STOCK>                             5777<F1>
<SHARES-COMMON-PRIOR>                             6236<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            267
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          4600
<NET-ASSETS>                                     48424<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 2612<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (427)<F1>
<NET-INVESTMENT-INCOME>                           2185<F1>
<REALIZED-GAINS-CURRENT>                           356
<APPREC-INCREASE-CURRENT>                         1483
<NET-CHANGE-FROM-OPS>                             4126
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (2185)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (187)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            280<F1>
<NUMBER-OF-SHARES-REDEEMED>                      (930)<F1>
<SHARES-REINVESTED>                                191<F1>
<NET-CHANGE-IN-ASSETS>                          (2021)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          109
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              239<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    427<F1>
<AVERAGE-NET-ASSETS>                             47868<F1>
<PER-SHARE-NAV-BEGIN>                             8.12<F1>
<PER-SHARE-NII>                                    .38<F1>
<PER-SHARE-GAIN-APPREC>                            .29<F1>
<PER-SHARE-DIVIDEND>                             (.38)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.03)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.38<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-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                            45876
<INVESTMENTS-AT-VALUE>                           50476
<RECEIVABLES>                                      793
<ASSETS-OTHER>                                     123 
<OTHER-ITEMS-ASSETS>                                 1
<TOTAL-ASSETS>                                   51393
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          160
<TOTAL-LIABILITIES>                                160
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         46366
<SHARES-COMMON-STOCK>                              334<F1>
<SHARES-COMMON-PRIOR>                              324<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            267
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          4600
<NET-ASSETS>                                      2809<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  152<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (50)<F1>
<NET-INVESTMENT-INCOME>                            102<F1>
<REALIZED-GAINS-CURRENT>                           356
<APPREC-INCREASE-CURRENT>                         1483
<NET-CHANGE-FROM-OPS>                             4126
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (102)<F1>
<DISTRIBUTIONS-OF-GAINS>                          (11)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            118<F1>
<NUMBER-OF-SHARES-REDEEMED>                      (120)<F1>
<SHARES-REINVESTED>                                 12<F1>
<NET-CHANGE-IN-ASSETS>                          (2021)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          109
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               14<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     50<F1>
<AVERAGE-NET-ASSETS>                              2781<F1>
<PER-SHARE-NAV-BEGIN>                             8.13<F1>
<PER-SHARE-NII>                                    .30<F1>
<PER-SHARE-GAIN-APPREC>                            .30<F1>
<PER-SHARE-DIVIDEND>                             (.30)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.03)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.40<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>071          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-LOUISIANA CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-mos
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                            51764
<INVESTMENTS-AT-VALUE>                           56033
<RECEIVABLES>                                     1222
<ASSETS-OTHER>                                     105 
<OTHER-ITEMS-ASSETS>                                 1
<TOTAL-ASSETS>                                   57361
<PAYABLE-FOR-SECURITIES>                             0      
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          216
<TOTAL-LIABILITIES>                                216
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         52128
<SHARES-COMMON-STOCK>                             6619<F1>
<SHARES-COMMON-PRIOR>                             6790<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            748
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          4269
<NET-ASSETS>                                     56308<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3223<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (491)<F1>
<NET-INVESTMENT-INCOME>                           2732<F1>
<REALIZED-GAINS-CURRENT>                           751
<APPREC-INCREASE-CURRENT>                          905
<NET-CHANGE-FROM-OPS>                             4411
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (2732)<F1>
<DISTRIBUTIONS-OF-GAINS>                          (95)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            195<F1>
<NUMBER-OF-SHARES-REDEEMED>                      (537)<F1>
<SHARES-REINVESTED>                                171<F1>
<NET-CHANGE-IN-ASSETS>                             437
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                           93
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              281<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    491<F1>
<AVERAGE-NET-ASSETS>                             56175<F1>
<PER-SHARE-NAV-BEGIN>                             8.28<F1>
<PER-SHARE-NII>                                    .41<F1>
<PER-SHARE-GAIN-APPREC>                            .24<F1>
<PER-SHARE-DIVIDEND>                             (.41)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.01)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.51<F1>
<EXPENSE-RATIO>                                    .88<F1>         
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only. All other data are fund level.
</FN>
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
        <NUMBER>074          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-LOUISIANA CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-mos
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                            51764
<INVESTMENTS-AT-VALUE>                           56033
<RECEIVABLES>                                     1222
<ASSETS-OTHER>                                     105 
<OTHER-ITEMS-ASSETS>                                 1
<TOTAL-ASSETS>                                   57361
<PAYABLE-FOR-SECURITIES>                             0      
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          216
<TOTAL-LIABILITIES>                                216
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         52128
<SHARES-COMMON-STOCK>                               99<F1>
<SHARES-COMMON-PRIOR>                               61<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            748
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          4269
<NET-ASSETS>                                       837<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   33<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (10)<F1>
<NET-INVESTMENT-INCOME>                             23<F1>
<REALIZED-GAINS-CURRENT>                           751
<APPREC-INCREASE-CURRENT>                          905
<NET-CHANGE-FROM-OPS>                             4411
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (23)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (1)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             39<F1>
<NUMBER-OF-SHARES-REDEEMED>                        (3)<F1>
<SHARES-REINVESTED>                                  2<F1>
<NET-CHANGE-IN-ASSETS>                             437
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                           93
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                3<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     10<F1>
<AVERAGE-NET-ASSETS>                               581<F1>
<PER-SHARE-NAV-BEGIN>                             8.27<F1>
<PER-SHARE-NII>                                    .33<F1>
<PER-SHARE-GAIN-APPREC>                            .24<F1>
<PER-SHARE-DIVIDEND>                             (.33)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.01)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.50<F1>
<EXPENSE-RATIO>                                   1.78<F1>         
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        



</TABLE>

<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-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                            52769
<INVESTMENTS-AT-VALUE>                           57192
<RECEIVABLES>                                      946    
<ASSETS-OTHER>                                      94 
<OTHER-ITEMS-ASSETS>                                 1
<TOTAL-ASSETS>                                   58233
<PAYABLE-FOR-SECURITIES>                             0        
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          214
<TOTAL-LIABILITIES>                                214
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         53411
<SHARES-COMMON-STOCK>                             6598<F1>
<SHARES-COMMON-PRIOR>                             6452<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            185 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          4423
<NET-ASSETS>                                     54891<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3005<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (465)<F1>
<NET-INVESTMENT-INCOME>                           2540<F1>
<REALIZED-GAINS-CURRENT>                           184
<APPREC-INCREASE-CURRENT>                         1341
<NET-CHANGE-FROM-OPS>                             4165
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (2540)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (307)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            489<F1>
<NUMBER-OF-SHARES-REDEEMED>                      (554)<F1>
<SHARES-REINVESTED>                                211<F1>
<NET-CHANGE-IN-ASSETS>                            3407
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          320
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              263<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    465<F1>
<AVERAGE-NET-ASSETS>                             52620<F1>
<PER-SHARE-NAV-BEGIN>                             8.14<F1>
<PER-SHARE-NII>                                    .40<F1>
<PER-SHARE-GAIN-APPREC>                            .23<F1>
<PER-SHARE-DIVIDEND>                             (.40)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.05)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.32<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>084          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-MARYLAND CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-mos
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                            52769
<INVESTMENTS-AT-VALUE>                           57192
<RECEIVABLES>                                      946    
<ASSETS-OTHER>                                      94 
<OTHER-ITEMS-ASSETS>                                 1
<TOTAL-ASSETS>                                   58233
<PAYABLE-FOR-SECURITIES>                             0        
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          214
<TOTAL-LIABILITIES>                                214
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         53411
<SHARES-COMMON-STOCK>                              375<F1>
<SHARES-COMMON-PRIOR>                              253<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            185 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          4423
<NET-ASSETS>                                      3128<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  146<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (46)<F1>
<NET-INVESTMENT-INCOME>                            100<F1>
<REALIZED-GAINS-CURRENT>                           184
<APPREC-INCREASE-CURRENT>                         1341
<NET-CHANGE-FROM-OPS>                             4165
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (100)<F1>
<DISTRIBUTIONS-OF-GAINS>                          (12)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            175<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (64)<F1>
<SHARES-REINVESTED>                                 11<F1>
<NET-CHANGE-IN-ASSETS>                            3407
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          320
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               13<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     46<F1>
<AVERAGE-NET-ASSETS>                              2558<F1>
<PER-SHARE-NAV-BEGIN>                             8.15<F1>
<PER-SHARE-NII>                                    .32<F1>
<PER-SHARE-GAIN-APPREC>                            .23<F1>
<PER-SHARE-DIVIDEND>                             (.32)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.05)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.33<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>021          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-MASSACHUSETTS CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-mos
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                           100144
<INVESTMENTS-AT-VALUE>                          109394
<RECEIVABLES>                                     1656
<ASSETS-OTHER>                                      69 
<OTHER-ITEMS-ASSETS>                                 2
<TOTAL-ASSETS>                                  111121
<PAYABLE-FOR-SECURITIES>                             0        
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          325
<TOTAL-LIABILITIES>                                325
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        101189
<SHARES-COMMON-STOCK>                            13227<F1>
<SHARES-COMMON-PRIOR>                            13766<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            357 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          9250
<NET-ASSETS>                                    109328<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 5965<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (866)<F1>
<NET-INVESTMENT-INCOME>                           5099<F1>
<REALIZED-GAINS-CURRENT>                           361
<APPREC-INCREASE-CURRENT>                         4686   
<NET-CHANGE-FROM-OPS>                            10199
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (5099)<F1>
<DISTRIBUTIONS-OF-GAINS>                        (1288)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1656<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (2696)<F1>
<SHARES-REINVESTED>                                501<F1>
<NET-CHANGE-IN-ASSETS>                           (460)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1300
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              539<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    866<F1>
<AVERAGE-NET-ASSETS>                            107960<F1>
<PER-SHARE-NAV-BEGIN>                             7.99<F1>
<PER-SHARE-NII>                                    .38<F1>
<PER-SHARE-GAIN-APPREC>                            .37<F1>
<PER-SHARE-DIVIDEND>                             (.38)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.09)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.27<F1>
<EXPENSE-RATIO>                                    .80<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-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                           100144
<INVESTMENTS-AT-VALUE>                          109394
<RECEIVABLES>                                     1656
<ASSETS-OTHER>                                      69 
<OTHER-ITEMS-ASSETS>                                 2
<TOTAL-ASSETS>                                  111121
<PAYABLE-FOR-SECURITIES>                             0        
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          325
<TOTAL-LIABILITIES>                                325
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        101189
<SHARES-COMMON-STOCK>                              178<F1>
<SHARES-COMMON-PRIOR>                              156<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            357 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          9250
<NET-ASSETS>                                      1468<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   76<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (23)<F1>
<NET-INVESTMENT-INCOME>                             53<F1>
<REALIZED-GAINS-CURRENT>                           361
<APPREC-INCREASE-CURRENT>                         4686   
<NET-CHANGE-FROM-OPS>                            10199
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (53)<F1>
<DISTRIBUTIONS-OF-GAINS>                          (15)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             63<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (45)<F1>
<SHARES-REINVESTED>                                  4<F1>
<NET-CHANGE-IN-ASSETS>                           (460)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1300
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                9<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     23<F1>
<AVERAGE-NET-ASSETS>                              1369<F1>
<PER-SHARE-NAV-BEGIN>                             7.99<F1>
<PER-SHARE-NII>                                    .31<F1>
<PER-SHARE-GAIN-APPREC>                            .36<F1>
<PER-SHARE-DIVIDEND>                             (.31)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.09)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.26<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>031          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-MICHIGAN CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-mos
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                           133068
<INVESTMENTS-AT-VALUE>                          143945
<RECEIVABLES>                                     2550
<ASSETS-OTHER>                                      73
<OTHER-ITEMS-ASSETS>                                 2
<TOTAL-ASSETS>                                  146570
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          568
<TOTAL-LIABILITIES>                                568
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        132657
<SHARES-COMMON-STOCK>                            16333<F1>
<SHARES-COMMON-PRIOR>                            16680<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           2468 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         10877
<NET-ASSETS>                                    144161<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 7985<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  (1132)<F1>
<NET-INVESTMENT-INCOME>                           6853<F1>
<REALIZED-GAINS-CURRENT>                          2466
<APPREC-INCREASE-CURRENT>                         2642   
<NET-CHANGE-FROM-OPS>                            12028
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (6853)<F1>
<DISTRIBUTIONS-OF-GAINS>                        (1235)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            892<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1830)<F1>
<SHARES-REINVESTED>                                591<F1>
<NET-CHANGE-IN-ASSETS>                             787
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1253
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              718<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1132<F1>
<AVERAGE-NET-ASSETS>                            143575<F1>
<PER-SHARE-NAV-BEGIN>                             8.60<F1>
<PER-SHARE-NII>                                    .41<F1>
<PER-SHARE-GAIN-APPREC>                            .30<F1>
<PER-SHARE-DIVIDEND>                             (.41)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.07)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.83<F1>
<EXPENSE-RATIO>                                    .79<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-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                           133068
<INVESTMENTS-AT-VALUE>                          143945
<RECEIVABLES>                                     2550
<ASSETS-OTHER>                                      73
<OTHER-ITEMS-ASSETS>                                 2
<TOTAL-ASSETS>                                  146570
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          568
<TOTAL-LIABILITIES>                                568
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        132657
<SHARES-COMMON-STOCK>                              209<F1>
<SHARES-COMMON-PRIOR>                              215<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           2468 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         10877
<NET-ASSETS>                                      1841<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   96<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (29)<F1>
<NET-INVESTMENT-INCOME>                             67<F1>
<REALIZED-GAINS-CURRENT>                          2466
<APPREC-INCREASE-CURRENT>                         2642   
<NET-CHANGE-FROM-OPS>                            12028
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (67)<F1>
<DISTRIBUTIONS-OF-GAINS>                          (16)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             50<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (63)<F1>
<SHARES-REINVESTED>                                  7<F1>
<NET-CHANGE-IN-ASSETS>                             787
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1253
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                9<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     29<F1>
<AVERAGE-NET-ASSETS>                              1730<F1>
<PER-SHARE-NAV-BEGIN>                             8.59<F1>
<PER-SHARE-NII>                                    .33<F1>
<PER-SHARE-GAIN-APPREC>                            .30<F1>
<PER-SHARE-DIVIDEND>                             (.33)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.07)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.82<F1>
<EXPENSE-RATIO>                                   1.70<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        


</TABLE>

<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-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                           113947
<INVESTMENTS-AT-VALUE>                          121733
<RECEIVABLES>                                     2013
<ASSETS-OTHER>                                     129 
<OTHER-ITEMS-ASSETS>                                 2
<TOTAL-ASSETS>                                  123877
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          400
<TOTAL-LIABILITIES>                                400
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        114187
<SHARES-COMMON-STOCK>                            15217<F1>
<SHARES-COMMON-PRIOR>                            15619<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1504 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          7786
<NET-ASSETS>                                    121374<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 6872<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (980)<F1>
<NET-INVESTMENT-INCOME>                           5892<F1>
<REALIZED-GAINS-CURRENT>                          2327
<APPREC-INCREASE-CURRENT>                          715   
<NET-CHANGE-FROM-OPS>                             9008
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (5892)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (140)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            528<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1447)<F1>
<SHARES-REINVESTED>                                517<F1>
<NET-CHANGE-IN-ASSETS>                               3 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        (681)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              605<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    980<F1>
<AVERAGE-NET-ASSETS>                            120928<F1>
<PER-SHARE-NAV-BEGIN>                             7.79<F1>
<PER-SHARE-NII>                                    .38<F1>
<PER-SHARE-GAIN-APPREC>                            .20<F1>
<PER-SHARE-DIVIDEND>                             (.38)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.01)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.98<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>044          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-MINNESOTA SERIES CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-mos
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                           113947
<INVESTMENTS-AT-VALUE>                          121733
<RECEIVABLES>                                     2013
<ASSETS-OTHER>                                     129 
<OTHER-ITEMS-ASSETS>                                 2
<TOTAL-ASSETS>                                  123877
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          400
<TOTAL-LIABILITIES>                                400
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        114187
<SHARES-COMMON-STOCK>                              263<F1>
<SHARES-COMMON-PRIOR>                              231<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1504 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          7786
<NET-ASSETS>                                      2103<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  107<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (33)<F1>
<NET-INVESTMENT-INCOME>                             74<F1>
<REALIZED-GAINS-CURRENT>                          2327
<APPREC-INCREASE-CURRENT>                          715   
<NET-CHANGE-FROM-OPS>                             9008
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (74)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (2)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             91<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (65)<F1>
<SHARES-REINVESTED>                                  6<F1>
<NET-CHANGE-IN-ASSETS>                               3 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        (681)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                9<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     33<F1>
<AVERAGE-NET-ASSETS>                              1889<F1>
<PER-SHARE-NAV-BEGIN>                             7.79<F1>
<PER-SHARE-NII>                                    .31<F1>
<PER-SHARE-GAIN-APPREC>                            .20<F1>
<PER-SHARE-DIVIDEND>                             (.31)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.01)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.98<F1>
<EXPENSE-RATIO>                                   1.72<F1>         
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        


</TABLE>

<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-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                            46087
<INVESTMENTS-AT-VALUE>                           49592
<RECEIVABLES>                                      969
<ASSETS-OTHER>                                      10 
<OTHER-ITEMS-ASSETS>                                 1
<TOTAL-ASSETS>                                   50572
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          205
<TOTAL-LIABILITIES>                                205
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         46126
<SHARES-COMMON-STOCK>                             6223<F1>
<SHARES-COMMON-PRIOR>                             6749<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            736 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3505
<NET-ASSETS>                                     49949<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 2839<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (462)<F1>
<NET-INVESTMENT-INCOME>                           2377<F1>
<REALIZED-GAINS-CURRENT>                           792
<APPREC-INCREASE-CURRENT>                          985     
<NET-CHANGE-FROM-OPS>                             4169
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (2377)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (437)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            221<F1>
<NUMBER-OF-SHARES-REDEEMED>                      (928)<F1>
<SHARES-REINVESTED>                                181<F1>
<NET-CHANGE-IN-ASSETS>                          (2873)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          385
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              259<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    462<F1>
<AVERAGE-NET-ASSETS>                             51754<F1>
<PER-SHARE-NAV-BEGIN>                             7.82<F1>
<PER-SHARE-NII>                                    .36<F1>
<PER-SHARE-GAIN-APPREC>                            .28<F1>
<PER-SHARE-DIVIDEND>                             (.36)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.07)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.03<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-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                            46087
<INVESTMENTS-AT-VALUE>                           49592
<RECEIVABLES>                                      969
<ASSETS-OTHER>                                      10 
<OTHER-ITEMS-ASSETS>                                 1
<TOTAL-ASSETS>                                   50572
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          205
<TOTAL-LIABILITIES>                                205
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         46126
<SHARES-COMMON-STOCK>                               52<F1>
<SHARES-COMMON-PRIOR>                               61<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            736 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3505
<NET-ASSETS>                                       418<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   22<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (7)<F1>
<NET-INVESTMENT-INCOME>                             15<F1>
<REALIZED-GAINS-CURRENT>                           792
<APPREC-INCREASE-CURRENT>                          985     
<NET-CHANGE-FROM-OPS>                             4169
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (15)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (4)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             10<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (21)<F1>
<SHARES-REINVESTED>                                  2<F1>
<NET-CHANGE-IN-ASSETS>                          (2873)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          385
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                2<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      7<F1>
<AVERAGE-NET-ASSETS>                               394<F1>
<PER-SHARE-NAV-BEGIN>                             7.82<F1>
<PER-SHARE-NII>                                    .29<F1>
<PER-SHARE-GAIN-APPREC>                            .28<F1>
<PER-SHARE-DIVIDEND>                             (.29)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.07)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.03<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>051          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-NEW YORK CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-mos
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                            78726
<INVESTMENTS-AT-VALUE>                           85746
<RECEIVABLES>                                     1468
<ASSETS-OTHER>                                     113 
<OTHER-ITEMS-ASSETS>                                 2
<TOTAL-ASSETS>                                   87329
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          325
<TOTAL-LIABILITIES>                                325
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         77905
<SHARES-COMMON-STOCK>                             9867<F1>
<SHARES-COMMON-PRIOR>                            10086<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           2079 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          7020
<NET-ASSETS>                                     84822<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 4642<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (673)<F1>
<NET-INVESTMENT-INCOME>                           3969<F1>
<REALIZED-GAINS-CURRENT>                          2733
<APPREC-INCREASE-CURRENT>                         1350     
<NET-CHANGE-FROM-OPS>                             8121
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (3969)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (837)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            798<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1379)<F1>
<SHARES-REINVESTED>                                362<F1>
<NET-CHANGE-IN-ASSETS>                            1904 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          199
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              418<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    673<F1>
<AVERAGE-NET-ASSETS>                             83602<F1>
<PER-SHARE-NAV-BEGIN>                             8.28<F1>
<PER-SHARE-NII>                                    .40<F1>
<PER-SHARE-GAIN-APPREC>                            .40<F1>
<PER-SHARE-DIVIDEND>                             (.40)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.08)<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>054          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-NEW YORK CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-mos
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                            78726
<INVESTMENTS-AT-VALUE>                           85746
<RECEIVABLES>                                     1468
<ASSETS-OTHER>                                     113 
<OTHER-ITEMS-ASSETS>                                 2
<TOTAL-ASSETS>                                   87329
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          325
<TOTAL-LIABILITIES>                                325
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         77905
<SHARES-COMMON-STOCK>                              253<F1>
<SHARES-COMMON-PRIOR>                              190<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           2079 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          7020
<NET-ASSETS>                                      2182<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   99<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (30)<F1>
<NET-INVESTMENT-INCOME>                             69<F1>
<REALIZED-GAINS-CURRENT>                          2733
<APPREC-INCREASE-CURRENT>                         1350     
<NET-CHANGE-FROM-OPS>                             8121
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (69)<F1>
<DISTRIBUTIONS-OF-GAINS>                          (16)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             77<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (21)<F1>
<SHARES-REINVESTED>                                  7<F1>
<NET-CHANGE-IN-ASSETS>                            1904 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          199
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                9<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     30<F1>
<AVERAGE-NET-ASSETS>                              1788<F1>
<PER-SHARE-NAV-BEGIN>                             8.29<F1>
<PER-SHARE-NII>                                    .32<F1>
<PER-SHARE-GAIN-APPREC>                            .39<F1>
<PER-SHARE-DIVIDEND>                             (.32)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.08)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.60<F1>
<EXPENSE-RATIO>                                   1.72<F1>           
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        



</TABLE>

<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-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                           140748
<INVESTMENTS-AT-VALUE>                          151943
<RECEIVABLES>                                     2693
<ASSETS-OTHER>                                     161 
<OTHER-ITEMS-ASSETS>                                 2
<TOTAL-ASSETS>                                  154799
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          570
<TOTAL-LIABILITIES>                                570
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        140627
<SHARES-COMMON-STOCK>                            18304<F1>
<SHARES-COMMON-PRIOR>                            18862<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           2407 
<OVERDISTRIBUTION-GAINS>                             0   
<ACCUM-APPREC-OR-DEPREC>                         11195
<NET-ASSETS>                                    153126<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 8694<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  (1189)<F1>
<NET-INVESTMENT-INCOME>                           7505<F1>
<REALIZED-GAINS-CURRENT>                          3398
<APPREC-INCREASE-CURRENT>                         1954     
<NET-CHANGE-FROM-OPS>                            12904
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (7505)<F1>
<DISTRIBUTIONS-OF-GAINS>                        (2018)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            503<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1814)<F1>
<SHARES-REINVESTED>                                753<F1>
<NET-CHANGE-IN-ASSETS>                          (1350) 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1042
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              762<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1189<F1>
<AVERAGE-NET-ASSETS>                            152535<F1>
<PER-SHARE-NAV-BEGIN>                             8.19<F1>
<PER-SHARE-NII>                                    .40<F1>
<PER-SHARE-GAIN-APPREC>                            .29<F1>
<PER-SHARE-DIVIDEND>                             (.40)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.11)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.37<F1>
<EXPENSE-RATIO>                                    .78<F1>        
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only. All other data are fund level.
</FN>
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
        <NUMBER>064          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-OHIO CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-mos
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                           140748
<INVESTMENTS-AT-VALUE>                          151943
<RECEIVABLES>                                     2693
<ASSETS-OTHER>                                     161 
<OTHER-ITEMS-ASSETS>                                 2
<TOTAL-ASSETS>                                  154799
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          570
<TOTAL-LIABILITIES>                                570
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        140627
<SHARES-COMMON-STOCK>                              131<F1>
<SHARES-COMMON-PRIOR>                              141<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           2407 
<OVERDISTRIBUTION-GAINS>                             0   
<ACCUM-APPREC-OR-DEPREC>                         11195
<NET-ASSETS>                                      1103<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   67<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (20)<F1>
<NET-INVESTMENT-INCOME>                             47<F1>
<REALIZED-GAINS-CURRENT>                          3398
<APPREC-INCREASE-CURRENT>                         1954     
<NET-CHANGE-FROM-OPS>                            12904
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (47)<F1>
<DISTRIBUTIONS-OF-GAINS>                          (15)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             34<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (50)<F1>
<SHARES-REINVESTED>                                  6<F1>
<NET-CHANGE-IN-ASSETS>                          (1350) 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1042
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                6<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     20<F1>
<AVERAGE-NET-ASSETS>                              1180<F1>
<PER-SHARE-NAV-BEGIN>                             8.23<F1>
<PER-SHARE-NII>                                    .33<F1>
<PER-SHARE-GAIN-APPREC>                            .29<F1>
<PER-SHARE-DIVIDEND>                             (.33)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.11)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.41<F1>
<EXPENSE-RATIO>                                   1.69<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-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                            56877
<INVESTMENTS-AT-VALUE>                           61232
<RECEIVABLES>                                     1250
<ASSETS-OTHER>                                     111 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   62593
<PAYABLE-FOR-SECURITIES>                          1967     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          374
<TOTAL-LIABILITIES>                               2341
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         55525
<SHARES-COMMON-STOCK>                             7159<F1>
<SHARES-COMMON-PRIOR>                             7016<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            371 
<OVERDISTRIBUTION-GAINS>                             0   
<ACCUM-APPREC-OR-DEPREC>                          4355
<NET-ASSETS>                                     57602<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3045<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (489)<F1>
<NET-INVESTMENT-INCOME>                           2556<F1>
<REALIZED-GAINS-CURRENT>                           375
<APPREC-INCREASE-CURRENT>                         1637     
<NET-CHANGE-FROM-OPS>                             4641
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (2556)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (700)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            594<F1>
<NUMBER-OF-SHARES-REDEEMED>                      (722)<F1>
<SHARES-REINVESTED>                                271<F1>
<NET-CHANGE-IN-ASSETS>                            3334 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          718
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              278<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    489<F1>
<AVERAGE-NET-ASSETS>                             55525<F1>
<PER-SHARE-NAV-BEGIN>                             7.87<F1>
<PER-SHARE-NII>                                    .36<F1>
<PER-SHARE-GAIN-APPREC>                            .28<F1>
<PER-SHARE-DIVIDEND>                             (.36)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.10)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.05<F1>
<EXPENSE-RATIO>                                    .88<F1>            
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only. All other data are fund level.
</FN>
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
        <NUMBER>114          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-OREGON CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-mos
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                            56877
<INVESTMENTS-AT-VALUE>                           61232
<RECEIVABLES>                                     1249
<ASSETS-OTHER>                                     111 
<OTHER-ITEMS-ASSETS>                                 1
<TOTAL-ASSETS>                                   62593
<PAYABLE-FOR-SECURITIES>                          1967     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          374
<TOTAL-LIABILITIES>                               2341
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         55525
<SHARES-COMMON-STOCK>                              329<F1>
<SHARES-COMMON-PRIOR>                              213<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            371 
<OVERDISTRIBUTION-GAINS>                             0   
<ACCUM-APPREC-OR-DEPREC>                          4355
<NET-ASSETS>                                      2650<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  109<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (36)<F1>
<NET-INVESTMENT-INCOME>                             73<F1>
<REALIZED-GAINS-CURRENT>                           375
<APPREC-INCREASE-CURRENT>                         1637     
<NET-CHANGE-FROM-OPS>                             4641
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (73)<F1>
<DISTRIBUTIONS-OF-GAINS>                          (22)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            122<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (15)<F1>
<SHARES-REINVESTED>                                  9<F1>
<NET-CHANGE-IN-ASSETS>                            3334 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          718
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               10<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     36<F1>
<AVERAGE-NET-ASSETS>                              1975<F1>
<PER-SHARE-NAV-BEGIN>                             7.87<F1>
<PER-SHARE-NII>                                    .29<F1>
<PER-SHARE-GAIN-APPREC>                            .27<F1>
<PER-SHARE-DIVIDEND>                             (.29)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.10)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.04<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>151          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-SOUTH CAROLINA CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-mos
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                           101390
<INVESTMENTS-AT-VALUE>                          109911
<RECEIVABLES>                                     2223
<ASSETS-OTHER>                                      97 
<OTHER-ITEMS-ASSETS>                                 2
<TOTAL-ASSETS>                                  112233
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          311
<TOTAL-LIABILITIES>                                311  
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        102677
<SHARES-COMMON-STOCK>                            12682<F1>
<SHARES-COMMON-PRIOR>                            12375<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            724 
<OVERDISTRIBUTION-GAINS>                             0   
<ACCUM-APPREC-OR-DEPREC>                          8521
<NET-ASSETS>                                    106328<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 5737<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (831)<F1>
<NET-INVESTMENT-INCOME>                           4906<F1>
<REALIZED-GAINS-CURRENT>                          1214
<APPREC-INCREASE-CURRENT>                         2638     
<NET-CHANGE-FROM-OPS>                             8927
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (4906)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (905)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1362<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1482)<F1>
<SHARES-REINVESTED>                                427<F1>
<NET-CHANGE-IN-ASSETS>                            7241 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          450
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              518<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    831<F1>
<AVERAGE-NET-ASSETS>                            103494<F1>
<PER-SHARE-NAV-BEGIN>                             8.16<F1>
<PER-SHARE-NII>                                    .39<F1>
<PER-SHARE-GAIN-APPREC>                            .29<F1>
<PER-SHARE-DIVIDEND>                             (.39)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.07)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.38<F1>
<EXPENSE-RATIO>                                    .80<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-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                           101390
<INVESTMENTS-AT-VALUE>                          109911
<RECEIVABLES>                                     2223
<ASSETS-OTHER>                                      97 
<OTHER-ITEMS-ASSETS>                                 2
<TOTAL-ASSETS>                                  112233
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          311
<TOTAL-LIABILITIES>                                311  
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        102677
<SHARES-COMMON-STOCK>                              668<F1>
<SHARES-COMMON-PRIOR>                              449<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            724 
<OVERDISTRIBUTION-GAINS>                             0   
<ACCUM-APPREC-OR-DEPREC>                          8521
<NET-ASSETS>                                      5594<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  244<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (75)<F1>
<NET-INVESTMENT-INCOME>                            169<F1>
<REALIZED-GAINS-CURRENT>                          1214
<APPREC-INCREASE-CURRENT>                         2638     
<NET-CHANGE-FROM-OPS>                             8927
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (169)<F1>
<DISTRIBUTIONS-OF-GAINS>                          (35)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            280<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (81)<F1>
<SHARES-REINVESTED>                                 20<F1>
<NET-CHANGE-IN-ASSETS>                            7241 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          450
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               22<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     75<F1>
<AVERAGE-NET-ASSETS>                              4406<F1>
<PER-SHARE-NAV-BEGIN>                             8.16<F1>
<PER-SHARE-NII>                                    .31<F1>
<PER-SHARE-GAIN-APPREC>                            .29<F1>
<PER-SHARE-DIVIDEND>                             (.31)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.07)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.38<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>


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