SELIGMAN HIGH INCOME FUND SERIES, PRES14A, 1995-10-06

SELIGMAN HIGH INCOME FUND SERIES
PRES14A, 1995-10-06

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

SELIGMAN HIGH INCOME FUND SERIES
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:

.................................................................

2) Aggregate number of securities to which transaction
applies:

.................................................................

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):

.................................................................

4) Proposed maximum aggregate value of transaction:

.................................................................

5) Total fee paid:

.................................................................

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

1) Amount Previously Paid:

.................................................................

2) Form, Schedule or Registration Statement No.:

.................................................................

3) Filing Party:

.................................................................

4) Date Filed:

.................................................................

<PAGE>
SELIGMAN HIGH INCOME FUND SERIES
100 Park Avenue, New York, New York 10017
Toll-Free Telephone: (800) 221-2450 -- All continental United States
For questions or comments about the Proposals contained herein, please call
Morrow & Co., Inc., the Fund's proxy solicitor, at (800) 566-9058.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 12, 1995

To the Shareholders:

A Special Meeting of Shareholders (the 'Meeting') of Seligman High Income
Fund Series, a Massachusetts business trust (the 'Fund'), will be held at the
Grand Hyatt Hotel, 42nd Street and Lexington Avenue, New York, New York on
December 12, 1995 at 9:00 A.M. The Fund is comprised of two series, the Seligman
High-Yield Bond Series ('High-Yield Bond Series') and the Seligman U.S.
Government Securities Series ('U.S. Government Securities Series'). The Meeting
is being held for the following purposes:

(1) To elect thirteen Trustees;

(2) To act on a proposal to ratify the selection of Deloitte & Touche
LLP as auditors of the Fund for 1995;

(3) To act on a proposal to amend the Fund's fundamental investment
policy with respect to borrowing to increase the amount that may
be borrowed by each Series to 15% of the market value of each
Series' total assets;

(4) To act on a proposal to eliminate the Fund's fundamental
investment policy regarding investment in restricted and illiquid
securities;

(5) With respect to the High-Yield Bond Series, to approve or
disapprove amendments to the Management Agreement, dated December
29, 1988 between the Fund and J. & W. Seligman & Co. Incorporated
to increase the management fee payable by the High-Yield Bond
Series; and

(6) To transact such other business as may lawfully come before the
Meeting or any adjournment thereof;

all as set forth in the Proxy Statement accompanying this Notice.

Secretary

Dated: New York, New York, October , 1995
------------------

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND
SIGN IT, AND RETURN IT IN THE ENVELOPE
PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE
IF MAILED IN THE UNITED STATES. IN ORDER
TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK
YOUR COOPERATION IN MAILING YOUR PROXY
PROMPTLY. A PROXY WILL NOT BE REQUIRED FOR ADMISSION TO THE
MEETING.
<PAGE>
October , 1995

SELIGMAN HIGH INCOME FUND SERIES
100 PARK AVENUE, NEW YORK, NEW YORK 10017
PROXY STATEMENT
FOR THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 12, 1995

This Proxy Statement is furnished to you in connection with the
solicitation of Proxies by the Trustees of Seligman High Income Fund Series (the
'Fund') to be used at the Special Meeting of Shareholders (the 'Meeting') to be
held at the Grand Hyatt Hotel, 42nd Street and Lexington Avenue, New York, New
York on December 12, 1995.

The Fund is comprised of two series, the Seligman High-Yield Bond Series
('High-Yield Bond Series') and the Seligman U.S. Government Securities Series
('U.S. Government Securities Series'). The table below outlines the specific
proposals that will be submitted to the shareholders of each Series. Proposals 1
and 2 will be voted upon by both Series collectively. Proposals 3, 4 and 5 will
be voted upon by the Series individually.

<TABLE>
<CAPTION>
HIGH-YIELD
BOND U.S. GOVERNMENT
PROPOSAL SERIES SECURITIES SERIES
<S> <C> <C>
(1) Election of thirteen Trustees X X
(2) Ratification of the Selection of Deloitte & Touche LLP X X
as auditors of the Fund for 1995
(3) Approval of proposal to increase the Fund's limitation X X
on borrowing to 15% of each Series' total assets
(4) Approval of proposal to eliminate the Fund's restriction X X
on investment in restricted and illiquid securities
(5) Approval of amendments to the Management Agreement X Not Applicable (the
between the Fund and the Manager to increase the shareholders of the U.S.
management fee payable by the High-Yield Bond Series Government Securities
Series will not be asked to
vote on this proposal)
</TABLE>

<PAGE>
If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting. If you give instructions, your
shares will be voted in accordance with your instructions. If you give no
instructions and return your signed Proxy, your shares will be voted (i) for the
election of thirteen Trustees, (ii) for the ratification of the selection of
auditors, (iii) for the amendment of the Fund's fundamental investment policy
with respect to borrowing to increase the amount that may be borrowed by each
Series to 15% of the market value of each Series' total assets, (iv) for the
elimination of the Fund's fundamental investment policy regarding investment in
restricted or illiquid securities, and (v) with respect to the High-Yield Bond
Series only, for the approval of amendments to the Management Agreement between
the Fund and J. & W. Seligman & Co. Incorporated (the 'Manager') to increase the
management fee payable by the High-Yield Bond Series, and, at the discretion of
the Proxy holders, on any other matter that may properly have come before the
Meeting or any adjournment thereof. You may revoke your Proxy or change it by
written notice to the Fund (Attention: the Secretary) or by notice at the
Meeting at any time prior to the time it is voted.

The close of business on October 10, 1995 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof. On that date, the Fund had outstanding
Class A shares and Class D shares of the High-Yield Bond Series, and
Class A shares and Class D shares of the U.S. Government Securities Series,
each share being entitled to one vote. For all matters on which a vote of a
majority of shares outstanding and entitled to vote is required, an abstention
or broker non-vote will have the same effect as a vote against the proposal. For
all matters on which the affirmative vote of a majority of the votes cast at a
meeting is required and for the election of Trustees, an abstention or broker
non-vote will not be considered a vote cast.

The Fund's investment adviser is J. & W. Seligman & Co. Incorporated. The
Fund's shareholder service agent is Seligman Data Corp. and the Fund's
distributor (principal underwriter) is Seligman Financial Services, Inc. The
address of each of these entities is 100 Park Avenue, New York, New York 10017.
The Fund will furnish, without charge, copies of its most recent annual report
and semi-annual report to any shareholder upon request to Seligman Data Corp. at
1-800-221-2450. Questions or comments relating to any of the proposals set forth
herein may be directed to Morrow & Co., Inc., the Fund's proxy solicitor, at
1-800-566-9058.

It is expected that the Notice of Special Meeting, Proxy Statement and form
of Proxy will first be mailed to shareholders on or about October , 1995.

<PAGE>
A. ELECTION OF TRUSTEES.
(Proposal 1)

At the Meeting, thirteen Trustees will be nominated for election to hold
office until the next meeting at which Trustee elections are held or until their
successors are elected and qualify.

It is the intention of the persons named in the accompanying form of Proxy
to vote for the election of Fred E. Brown, General John R. Galvin, Alice S.
Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris,
James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James
N. Whitson and Brian T. Zino, all of whom are presently Trustees. Each of the
foregoing individuals has consented to be a nominee. Each of the nominees
previously has been elected by the shareholders, with the exception of Messrs.
Whitson and Zino, who were elected by the Trustees on May 20, 1993 and March 18,
1993, respectively, and General Galvin and Mr. McPherson each of whom were
elected by the Trustees on May 18, 1995.

Each nominee has agreed to serve if elected. There is no reason to believe
that any of the nominees will become unavailable for election as a Trustee of
the Fund, but if that should occur before the Meeting, Proxies will be voted for
the persons the Trustees recommend.

The background of General Galvin and Messrs. McPherson, Whitson and Zino
and information regarding the other Trustees of the Fund appears below.

<TABLE>
<CAPTION>
SHARES OF BENEFICIAL
PRINCIPAL OCCUPATION AND OTHER INFORMATION INTEREST
THE PERSONS DESIGNATED BY ASTERISK (*) ARE BENEFICIALLY
NAME, PERIOD(S) SERVED 'INTERESTED PERSONS' OF THE FUND (AS THAT OWNED, DIRECTLY OR
AS TERM IS DEFINED IN THE INVESTMENT COMPANY ACT OF INDIRECTLY, AS OF
TRUSTEE AND (AGE) 1940, AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS. SEPTEMBER 26, 1995
<S> <C> <C>
- ------------------------ -------------------------------------------------------- -------------------
Fred E. Brown* DIRECTOR OR TRUSTEE, VARIOUS ORGANIZATIONS, NEW YORK, NY. 1,000-HY
1984 to Date Mr. Brown is a Director or Trustee of each of the
(82) Seligman Group investment companies;`D' Director of, and
Consultant to, J. & W. Seligman & Co. Incorporated;
[Photo] Director of Seligman Financial Services, Inc. and
Seligman Services, Inc.; Trustee of Lake Placid Education
Foundation, Lake Placid Center for the Arts and Trudeau
Institute, Inc.; formerly, Director of J. & W. Seligman
Trust Company and Seligman Securities, Inc.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
SHARES OF BENEFICIAL
PRINCIPAL OCCUPATION AND OTHER INFORMATION INTEREST
THE PERSONS DESIGNATED BY ASTERISK (*) ARE BENEFICIALLY
NAME, PERIOD(S) SERVED 'INTERESTED PERSONS' OF THE FUND (AS THAT OWNED, DIRECTLY OR
AS TERM IS DEFINED IN THE INVESTMENT COMPANY ACT OF INDIRECTLY, AS OF
TRUSTEE AND (AGE) 1940, AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS. SEPTEMBER 26, 1995
- ------------------------ -------------------------------------------------------- -------------------
<S> <C> <C>
John R. Galvin DEAN OF THE FLETCHER SCHOOL OF LAW AND DIPLOMACY AT TUFTS - 0 -
May 18, 1995 UNIVERSITY, MEDFORD, MA. General Galvin is Director or
to Date Trustee of each of the Seligman Group investment
(66) companies;`D' Chairman of the American Council on
Germany; a Governor of the Center for Creative
[Photo] Leadership; Director of USLIFE, Committee on U.S. - China
Relations, National Defense University and the Institute
for Defense Analysis; and Consultant of Thomson CSF.
Formerly, Ambassador, U.S. State Department;
Distinguished Policy Analyst at Ohio State University and
Olin Distinguished Professor of National Security Stud-
ies 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 PRESIDENT, SARAH LAWRENCE COLLEGE, BRONXVILLE, NY. Dr. 218-HY
1991 to Date Ilchman is a Director or Trustee of each of the Seligman
(60) Group investment companies;`D' Chairman of The
Rockefeller Foundation; Director of NYNEX (formerly, New
[Photo] York Telephone Company) and The Committee for Economic
Development; formerly, Trustee of The Markle Foundation
and Director of International Research & Exchange Board.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
SHARES OF BENEFICIAL
PRINCIPAL OCCUPATION AND OTHER INFORMATION INTEREST
THE PERSONS DESIGNATED BY ASTERISK (*) ARE BENEFICIALLY
NAME, PERIOD(S) SERVED 'INTERESTED PERSONS' OF THE FUND (AS THAT OWNED, DIRECTLY OR
AS TERM IS DEFINED IN THE INVESTMENT COMPANY ACT OF INDIRECTLY, AS OF
TRUSTEE AND (AGE) 1940, AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS. SEPTEMBER 26, 1995
- ------------------------ -------------------------------------------------------- -------------------
<S> <C> <C>
Frank A. McPherson CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, - 0 -
May 18, 1995 KERR-MCGEE CORPORATION, OKLAHOMA CITY, OK. Mr. McPherson
to Date is a Director or Trustee of each of the Seligman Group
(62) investment companies;`D' Director of Kimberly-Clark
Corporation, Bank of Oklahoma Holding Company, American
[Photo] Petroleum Institute, Oklahoma City Chamber of Commerce,
Baptist Medical Center, Oklahoma Chapter of the Nature
Conservancy, Oklahoma Medical Research Foundation and
United Way Advisory Board; Chairman of Oklahoma City
Public Schools Foundation; and a Member of The Business
Roundtable and National Petroleum Council.

John E. Merow* PARTNER, SULLIVAN & CROMWELL, LAW FIRM, NEW YORK, NY. Mr. 9,826-HY
1984 to Date Merow is a Director or Trustee of each of the Seligman
(65) Group investment companies,`D' Municipal Art Society of
New York, Commonwealth Aluminum Corporation, U.S. Council
[Photo] for International Business and U.S. - New Zealand
Council; Member of the American Law Institute and the
Council on Foreign Relations; Chairman of the American
Australian Association; and Member of the Board of
Governors of Foreign Policy Association and New York
Hospital.
</TABLE>

Betsy S. Michel ATTORNEY, GLADSTONE, NJ. Mrs. Michel is a Director or 726-HY
1984 to Date Trustee of each of the Seligman Group investment
(53) companies`D' and The National Association of Independent
Schools (Washington, DC); and Chairman of the Board of
[Photo] Trustees of St. George's School (Newport, RI).

William C. Morris* CHAIRMAN AND PRESIDENT OF J. & W. SELIGMAN & CO. 143,676-HY
1988 to Date INCORPORATED, NEW YORK, NY. Mr. Morris is Chairman and 1,000-USG
(57) Chief Executive Officer of each of the Seligman Group
investment companies;`D' Chairman of Seligman Financial
[Photo] Services, Inc., Seligman Services, Inc. and Carbo
Ceramics Inc.; Member of the Board of Governors of the
Investment Company Institute; and Director of Daniel
Industries, Inc., Kerr-McGee Corporation and Seligman
Data Corp.; formerly, Chairman of Seligman Securities,
Inc. and J. & W. Seligman Trust Company.
</TABLE>

James C. Pitney PARTNER, PITNEY, HARDIN, KIPP & SZUCH, LAW FIRM, 1,000-HY
1984 to Date MORRISTOWN, NJ. Mr. Pitney is a Director or Trustee of
(69) each of the Seligman Group investment companies`D' and
Public Service Enterprise Group.
[Photo]

James Q. Riordan DIRECTOR, VARIOUS CORPORATIONS, STUART, FL. Mr. Riordan 1,016-HY
1991 to Date is a Director or Trustee of each of the Seligman Group
(68) investment companies,`D' The Brooklyn Museum, The
Brooklyn Union Gas Company, The Committee for Economic
[Photo] Development, Dow Jones & Co., Inc. and Public Broadcast-
ing Service; formerly, Co-Chairman of the Policy Council
of The Tax Foundation; Director and President of Bekaert
Corporation; and Director of Tesoro Petroleum Companies,
Inc.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
SHARES OF BENEFICIAL
PRINCIPAL OCCUPATION AND OTHER INFORMATION INTEREST
THE PERSONS DESIGNATED BY ASTERISK (*) ARE BENEFICIALLY
NAME, PERIOD(S) SERVED 'INTERESTED PERSONS' OF THE FUND (AS THAT OWNED, DIRECTLY OR
AS TERM IS DEFINED IN THE INVESTMENT COMPANY ACT OF INDIRECTLY, AS OF
TRUSTEE AND (AGE) 1940, AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS. SEPTEMBER 26, 1995
- ------------------------ -------------------------------------------------------- -------------------
<S> <C> <C>
Ronald T. Schroeder* DIRECTOR, MANAGING DIRECTOR AND CHIEF INVESTMENT OFFICER, 100-HY
1984 to Date INSTITUTIONAL OF J. & W. SELIGMAN & CO. INCORPORATED, NEW 100-USG
(47) YORK, NY. Mr. Schroeder is a Director or Trustee of each
of the Seligman Group investment companies`D' and
[Photo] Director of Seligman Financial Services, Inc., Seligman
Services, Inc. and Seligman Henderson Co.; formerly,
President of each of the Seligman Group investment
companies with the exception of Seligman Quality
Municipal Fund, Inc. and Seligman Select Municipal Fund,
Inc. and Director of J. & W. Seligman Trust Company,
Seligman Data Corp. and Seligman Securities, Inc.

Robert L. Shafer VICE PRESIDENT, PFIZER, INC., NEW YORK, NY. Mr. Shafer is 1,000-HY
1984 to Date a Director or Trustee of each of the Seligman Group
(63) investment companies`D' and USLIFE Corporation.
[Photo]
</TABLE>

James N. Whitson EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER AND 2,000-HY
1993 to Date DIRECTOR, SAMMONS ENTERPRISES, INC., DALLAS, TX. Mr.
(60) Whitson is a Director or Trustee of each of the Seligman
Group investment companies,`D' Red Man Pipe and Supply
[Photo] Company and C-SPAN.

Brian T. Zino* DIRECTOR AND MANAGING DIRECTOR, J. & W. SELIGMAN & CO. 3,991-HY
1993 to Date INCORPORATED, NEW YORK, NY. Mr. Zino is a Director or
(43) Trustee and President of each of the Seligman Group
investment companies with the exception of Seligman
[Photo] Quality Municipal Fund, Inc. and Seligman Select
Municipal Fund, Inc.;`D' Chairman of Seligman Data Corp.;
Director of Seligman Quality Municipal Fund, Inc.,
Seligman Select Municipal Fund, Inc., Seligman Financial
Services, Inc. and Seligman Services, Inc.; and Senior
Vice President of Seligman Henderson Co.; formerly,
Director and Secretary of Chuo Trust -- JWS Advisors,
Inc. and Director of J. & W. Seligman Trust Company and
Seligman Securities, Inc.
</TABLE>

`D' The Seligman Group of investment companies consists of the Fund, Seligman
Capital Fund, Inc., Seligman Cash Management Fund, Inc., Seligman Common
Stock Fund, Inc., Seligman Communications and Information Fund, Inc.,
Seligman Frontier Fund, Inc., Seligman Growth Fund, Inc., Seligman Henderson
Global Fund Series, Inc., Seligman Income Fund, Inc., Seligman New Jersey
Tax-Exempt Fund, Inc., Seligman Pennsylvania Tax-Exempt Fund Series,
Seligman Portfolios, Inc., Seligman Quality Municipal Fund, Inc., Seligman
Select Municipal Fund, Inc., Seligman Tax-Exempt Fund Series, Inc., Seligman
Tax-Exempt Series Trust and Tri-Continental Corporation.

<PAGE>
Unless otherwise indicated below, Trustees have sole voting and investment
power with respect to shares shown. As of September 26, 1995, all Trustees and
officers of the Fund as a group owned beneficially 198,659 shares or .73% of the
High-Yield Bond Series' shares of beneficial interest and 12,048 shares or .14%
of the U.S. Government Securities Series' shares of beneficial interest.

Mr. Morris disclaims beneficial ownership of 4,673 shares of the High-Yield
Bond Series held in trust for his son.

As of September 30, 1995, 1,968,658 Class D shares of the High-Yield Bond
Series, or 7.14% of the High-Yield Bond Series' shares of beneficial interest
then outstanding, were registered in the name of Merrill Lynch Pierce Fenner &
Smith, P.O. Box 45286, Jacksonville, FL 32232-5286. No persons owned 5% or more
of the U.S. Government Securities Series' shares of beneficial interest
outstanding as of September 30, 1995.

The Trustees met six times during 1994. The standing committees of the
Board include the Audit Committee and the Trustee Nominating Committee. These
Committees are comprised solely of Trustees who are not 'interested persons' of
the Fund as that term is defined in the Investment Company Act of 1940, as
amended (the '1940 Act'). The duties of these Committees are described below.

Audit Committee. This Committee recommends the independent public
accountants for selection as auditors by the Trustees annually. In addition, it
reviews, with the auditors and such other persons as it determines, (a) the
scope of audit, (b) accounting and financial internal controls, (c) quality and
adequacy of the accounting staff and (d) reports of the auditors. The Committee
comments to the Trustees when warranted and at least annually. It is directly
available to the auditors and officers of the Fund for consultation on audit,
accounting and related financial matters. The Committee met twice in 1994.
Members of this Committee are Messrs. Whitson (Chairman) and McPherson, General
Galvin and Mrs. Michel.

Trustee Nominating Committee. This Committee recommends to the Trustees
persons to be nominated for election as Trustees by you and the other
shareholders and selects and proposes nominees for election by the Trustees
between shareholder meetings. The Committee will consider suggestions from
shareholders submitted in writing to the Secretary of the Fund. The Committee
met twice in 1994. Members of this Committee are Messrs. Pitney (Chairman),
Riordan and Shafer and Dr. Ilchman.

<PAGE>
EXECUTIVE OFFICERS OF THE FUND

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

<TABLE>
<CAPTION>
POSITION WITH FUND AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Daniel J. Charleston 35 VICE PRESIDENT OF THE FUND AND PORTFOLIO MANAGER OF THE HIGH-YIELD BOND
SERIES since January 1990. Mr. Charleston is also Vice President of
Seligman Portfolios, Inc. and Portfolio Manager of its Seligman
High-Yield Bond Portfolio; and Vice President of the Manager.
Leonard J. Lovito 35 VICE PRESIDENT OF THE FUND AND PORTFOLIO MANAGER OF THE U.S. GOVERNMENT
SECURITIES SERIES since January 1994. Mr. Lovito is also Vice President
and Portfolio Manager of Seligman Cash Management Fund, Inc.; Vice
President of Seligman Portfolios, Inc. and Portfolio Manager of its
Seligman Cash Management Portfolio and Seligman Fixed Income Securities
Portfolio; and Vice President of the Manager.
Lawrence P. Vogel 39 VICE PRESIDENT (FORMERLY, TREASURER) OF THE FUND since January 1992. Mr.
Vogel is also Vice President of the other Seligman Group investment
companies; Senior Vice President, Finance of the Manager, Seligman
Financial Services, Inc. and Seligman Data Corp. (formerly, Treasurer);
Vice President of Seligman Services, Inc. and Treasurer, Seligman
Henderson Co.; formerly, an Audit Senior Manager, Price Waterhouse and
Senior Vice President, Finance of Seligman Securities, Inc. and J. & W.
Seligman Trust Company.
Frank J. Nasta 31 SECRETARY OF THE FUND since March 1994. Mr. Nasta is also Secretary of
the Manager, the other Seligman Group investment companies, Seligman
Data Corp., Seligman Financial Services, Inc., Seligman Services, Inc.
and Seligman Henderson Co.; and Vice President, Law and Regulation of
the Manager; formerly, Secretary, J. & W. Seligman Trust Company, and
attorney at the law firm of Seward & Kissel.
Thomas G. Rose 37 TREASURER OF THE FUND since November 1992. Mr. Rose is also Treasurer of
the other Seligman Group investment companies and Seligman Data Corp.;
formerly, Treasurer, American Investors Advisors, Inc.
</TABLE>

<PAGE>
All officers are elected annually by the Trustees and serve until their
successors are elected and qualify or their earlier resignation. The address of
each of the foregoing officers is 100 Park Avenue, New York, New York 10017.

REMUNERATION OF TRUSTEES AND OFFICERS

Trustees of the Fund who are not employees of the Manager or its affiliates
each receive from the Fund retainer fees of $2,376 per year. In addition, such
Trustees are paid a total of $1,000 for each day on which they attend Trustees
and/or Committee meetings, which is paid proportionately by the Fund and the
other Seligman Group investment companies meeting on the same day. The trustees
are also reimbursed for the expenses of attending meetings.

Trustees' attendance, retainer and/or committee fees paid to each Trustee
for the year ended December 31, 1994 were as follows:

<TABLE>
<CAPTION>
AGGREGATE PENSION OR RETIREMENT TOTAL COMPENSATION
COMPENSATION BENEFITS ACCRUED AS FROM FUND AND
NAME FROM FUND PART OF FUND EXPENSES FUND COMPLEX*
- ------------------------------------ ------------ ---------------------- ------------------
<S> <C> <C> <C>
Alice S. Ilchman $ 2,650.73 - 0 - $ 67,000
John E. Merow 2,615.02** - 0 - 66,000**
Betsy S. Michel 2,615.02 - 0 - 66,000
James C. Pitney 2,650.73 - 0 - 67,000
James Q. Riordan 2,615.02 - 0 - 66,000
Robert L. Shafer 2,615.02 - 0 - 66,000
James N. Whitson 2,615.02** - 0 - 66,000**
</TABLE>

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

* There are 16 other investment companies in the Seligman Group.

** Messrs. Merow and Whitson have elected to defer receiving their fees from the
Fund. The total amounts of deferred compensation (including interest) payable
to Messrs. Merow and Whitson as of December 31, 1994 were $25,833 and $4,333,
respectively. Mr. Pitney had deferred receiving his fee and has owing to him
deferred compensation as of December 31, 1994 of $22,065, including interest.
Mr. Pitney no longer defers his current compensation.

No compensation is paid by the Fund to Trustees or officers of the Fund who
are employees of, or consultants to, the Manager. General Galvin and Mr.
McPherson became Trustees on May 18, 1995.

The affirmative vote of a plurality of the votes cast at the meeting is
required to approve the election of the proposed Trustees.

YOUR TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHARE-
HOLDERS VOTE FOR THE ELECTION OF EACH OF THE FOREGOING NOMINEES
TO SERVE AS TRUSTEES OF THE FUND.

13
<PAGE>
B. RATIFICATION OF SELECTION OF AUDITORS.
(Proposal 2)

In accordance with the requirements of the 1940 Act, the Trustees are
required to select independent public accountants as auditors of the Fund each
year. If a shareholders' meeting is held, the Trustees' selection is subject to
ratification or rejection by shareholders.

The Audit Committee of the Trustees has recommended, and the Trustees,
including a majority of those Trustees who are not 'interested persons' of the
Fund (as defined in the 1940 Act), have selected Deloitte & Touche LLP as
auditors of the Fund for 1995. The firm of Deloitte & Touche LLP has extensive
experience in investment company accounting and auditing. It is expected that a
representative of Deloitte & Touche LLP will be present at the Meeting and will
have the opportunity to make a statement and respond to questions.

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

YOUR TRUSTEES UNANIMOUSLY RECOMMEND
APPROVAL OF THIS PROPOSAL.

C. APPROVAL OF AMENDMENT OF THE FUNDAMENTAL
INVESTMENT POLICY REGARDING BORROWING.
(Proposal 3)

The Fund's fundamental investment policies provide that each Series may not
borrow money, except from banks for temporary purposes in an amount not to
exceed 10% of the value of such Series' total assets. The Fund proposes to amend
this policy so that each Series may borrow up to 15% of the value of its total
assets for temporary or emergency purposes. The purpose of the change is to
permit each Series to borrow money, rather than be forced to sell its portfolio
holdings, in order to meet substantial redemption requests. Such requests may
occur during periods of volatile market conditions when a Series might find it
disadvantageous to sell portfolio holdings. Sales of securities at unfavorable
prices may reduce the net asset value of a Series' shares, thus adversely
affecting all investors, including those who do not redeem any of their shares.

By borrowing to meet redemption requests instead of selling portfolio
holdings, a Series may be able to delay selling its holdings until prices are at
more favorable levels. If additional shares of a Series are sold, such Series
may be able to use those proceeds to pay down its borrowings, thus avoiding
sales and repurchases of portfolio securities, which could force the recognition
of capital

<PAGE>
gains. A Series must of course pay interest on its borrowings and the Manager
will be responsible in any particular situation for determining whether
borrowing or selling portfolio securities is in the best interests of such
Series. The broadening of the policy to permit borrowings in emergencies (as
well as for temporary purposes) is intended to recognize that adverse market
conditions may continue for relatively long periods that might not ordinarily be
characterized as 'temporary.'

Although neither Series has current plans to do so, a Series may in the
future seek to obtain a committed line of credit from a bank or other financial
institution to ensure that it will be able to borrow when circumstances require
and the investment policy permits it.

Each Series is permitted to mortgage or pledge its assets to secure
permitted borrowings. Consequently, approval of this proposal would have the
effect of raising the percentage of assets each Series is permitted to mortgage
or pledge with respect to mortgaging or pledging its assets. In some
circumstances, a Series may be able to borrow only, or on more favorable terms,
on a secured basis. The Manager has informed the Fund that, if a Series' assets
are used to collateralize a loan, there may not be a direct correlation between
the amount of the loan and the value of the assets provided as collateral. This
is because a Series' borrowing limit is determined as a percentage of the
current value of its total assets, whereas a financial institution may require
collateral with a value in excess of the amount to be loaned and may value
pledged assets on the basis of historical cost rather than current market value.

At a meeting held on September 21, 1995, the Trustees determined that
increasing the Fund's borrowing limit with respect to each Series in this manner
would be in the best interests of the Fund. Therefore, the Trustees approved and
recommended, subject to shareholder approval, that the fundamental investment
policy regarding borrowing be amended as set forth below. Language to be deleted
is in [brackets] and language to be added is underlined.
----------
. . . A Series may not . . .

Borrow money, except from banks for temporary or emergency purposes
------------
(but not for the purchase of portfolio securities) in an amount not to
exceed 15% [10%] of the value of the total assets of the Series. A Series
---
will not purchase additional portfolio securities if such Series has
outstanding borrowings in excess of 5% of the value of its total assets.

With respect to each Series, the affirmative 'vote of a majority of the
outstanding voting securities' of the Series is required for the adoption of
this proposal. Under the 1940 Act, a 'vote of a majority of the outstanding
voting securities' of a Series means the affirmative vote of the

<PAGE>
lesser of (1) more than 50% of the outstanding shares of the Series or (2) 67%
or more of the shares present at a shareholders' meeting if more than 50% of the
outstanding shares of the Series are represented at the meeting in person or by
proxy.

YOUR TRUSTEES UNANIMOUSLY RECOMMEND
APPROVAL OF THIS PROPOSAL.

D. APPROVAL OF THE ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICY REGARDING RESTRICTED AND ILLIQUID SECURITIES.
(Proposal 4)

Each Series' fundamental investment policies currently include a limit on
the Series' investments in securities that are not readily marketable without
registration under the Securities Act of 1933, as amended ('restricted
securities') and other illiquid securities and repurchase agreements with
maturities in excess of seven days. An 'illiquid security' is a security that
may not be sold or disposed of in the ordinary course of business within seven
days at approximately the value at which a mutual fund has valued the investment
on its books. Specifically, the Series' fundamental investment policies provide
that the Fund may not '[u]nderwrite the securities of other issuers, except the
Series may invest in securities that are not readily marketable without
registration under the Securities Act of 1933 ('restricted' securities) and
other illiquid securities and repurchase agreements with maturities in excess of
seven days if immediately after the making of such investment not more than 10%
of the value of its total assets (taken at cost) would be so invested and except
that in connection with the disposition of a security the Series may be deemed
to be an underwriter, as defined in the Securities Act of 1933.'

At a meeting held on September 21, 1995, the Fund's Trustees determined
that there was no legal or operational requirement that this policy be
fundamental and that the best interests of each Series would be served by
changing this policy and thus allowing greater flexibility in responding to
market or regulatory developments. In reaching this determination, the Trustees
considered that, in 1992, the Staff of the Securities and Exchange Commission
(the 'SEC') revised its position with regard to illiquid securities (restricted
securities are generally treated as illiquid securities) by allowing open-end
investment companies to invest up to 15% (instead of 10%) of their net assets in
illiquid securities (1940 Act Release No. 18612, March 12, 1992).

Therefore, the Trustees approved and recommended, subject to shareholder
approval, that this fundamental policy be eliminated and adopted as a
non-fundamental policy that may be changed by the Trustees (and may be revised
in accordance with SEC policy regarding illiquid securities) without having to
seek the 'vote of a majority of the outstanding voting securities' with

<PAGE>
respect to each Series (as defined in the 1940 Act). If the shareholders approve
the elimination of this fundamental investment restriction, it is the intention
of the Manager to propose to the Trustees that the Fund adopt a non-fundamental
policy permitting it to invest up to 15% of the net assets of each Series in
illiquid securities in order to expand the investment options available to the
Series. Such a policy could be further changed by the Trustees in accordance
with then existing applicable laws and guidelines.

Based on the foregoing, the Trustees recommend the elimination of the
fundamental investment policy regarding restricted and illiquid securities as
set forth below. Language to be deleted is in [brackets] and language to be
added is underlined.
----------
. . . A Series may not . . .

Underwrite the securities of other issuers, except [the Series may
invest in securities that are not readily marketable without registration
under the Securities Act of 1933 ('restricted' securities) and other
illiquid securities and repurchase agreements with maturities in excess of
seven days if immediately after the making of such investment not more than
10% of the value of its total assets (taken at cost) would be so invested
and except] that in connection with the disposition of a security a Series
may be deemed to be an underwriter as defined in the Securities Act of
1933.

With respect to each Series the affirmative 'vote of a majority of the
outstanding voting securities' of the Series, as defined in Proposal 3, is
required for the adoption of this proposal.

YOUR TRUSTEES UNANIMOUSLY RECOMMEND
APPROVAL OF THIS PROPOSAL.

E. APPROVAL OF AMENDMENTS TO THE MANAGEMENT AGREEMENT TO INCREASE
THE MANAGEMENT FEE PAYABLE BY THE HIGH-YIELD BOND SERIES.
(Proposal 5)

This proposal relates only to the High-Yield Bond Series. Shareholders of
the U.S. Government Securities Series are not being asked to vote on this
proposal.

GENERAL

The Trustees of the Fund are proposing for shareholder approval amendments
to the Management Agreement between the Fund on behalf of the High-Yield Bond
Series and the Manager, the effect of which would be to increase the management
fee payable by the High-Yield Bond Series to the Manager. Shareholders of the
High-Yield Bond Series are also being asked to approve the Management Agreement
as so amended. The factors considered by the Trustees in determining the
reasonableness and fairness of the proposed management fee increase are

<PAGE>
described below under 'Factors Considered by the Trustees'. A copy of the
Management Agreement reflecting the proposed amendments is set forth as Exhibit
A to this Proxy Statement.

The Manager manages the High-Yield Bond Series under a Management Agreement
dated October 9, 1984 (the 'Management Agreement'). The Manager also serves as
manager for the U.S. Government Securities Series of the Fund and 16 other
investment companies which, together with the Fund, comprise the Seligman Group.
The 16 other companies are Seligman Capital Fund, Inc., Seligman Cash Management
Fund, Inc., Seligman Common Stock Fund, Inc., Seligman Communications and
Information Fund, Inc., Seligman Frontier Fund, Inc., Seligman Growth Fund,
Inc., Seligman Henderson Global Fund Series, Inc., Seligman Income Fund, Inc.,
Seligman New Jersey Tax-Exempt Fund, Inc., Seligman Pennsylvania Tax-Exempt Fund
Series, Seligman Portfolios, Inc., Seligman Quality Municipal Fund, Inc.,
Seligman Select Municipal Fund, Inc., Seligman Tax-Exempt Fund Series, Inc.,
Seligman Tax-Exempt Series Trust and Tri-Continental Corporation. A table
setting forth the net assets, and the management fee rate payable by the other
Seligman Group investment company with an investment objective similar to the
High-Yield Bond Series is attached as Exhibit B to this Proxy Statement. The
aggregate net asset value of the Seligman Group was approximately $11.0 billion
at September 30, 1995. The Manager also provides investment management or advice
to institutional accounts having a September 30, 1995 value of approximately
$3.5 billion.

The management fee payable by the High-Yield Bond Series has not been
changed since 1988, when the current Management Agreement was adopted. The
Management Agreement was approved by shareholders in 1988 at a special
shareholders' meeting held in connection with the change of control of the
Manager. Continuance of the Management Agreement in its present form has been
approved by the Trustees each year since 1988, most recently on November 17,
1994.

The Manager's proposal to increase the management fee as set forth in the
proposed amendments was considered at meetings of the Trustees, at which a
majority of the Trustees who are not 'interested persons' (as defined in the
1940 Act) of the Fund or the Manager was present, held on July 20 and September
21, 1995, and at meetings of a subcommittee of Trustees who are not interested
persons on August 29 and September 15, 1995 and at a meeting of all Trustees who
are not interested persons on September 21, 1995. Such consideration was based
upon financial, statistical and other information supplied to the Trustees by
the Manager. On September 21, 1995, the Trustees unanimously concluded that the
proposed amendments to the Management Agreement were fair and reasonable and
justified by business considerations and determined to submit the Management
Agreement as amended to shareholders of the High-Yield Bond Series for their
approval.

<PAGE>
TERMS OF THE MANAGEMENT AGREEMENT

Under the Management Agreement, the Manager, at its expense and subject to
the control of the Trustees and in accordance with the objectives, policies and
principles of the High-Yield Bond Series set forth in the High-Yield Bond
Series' Prospectus, manages the affairs of the High-Yield Bond Series. In this
regard, it is the responsibility of the Manager to continuously provide the
High-Yield Bond Series with investment management, including investment
research, advice and supervision, determine which securities shall be purchased
or sold by the High-Yield Bond Series, make purchases and sales of securities on
behalf of the High-Yield Bond Series and determine how any rights of the
High-Yield Bond Series shall be exercised. As part of these services, the
Manager provides the High-Yield Bond Series with such office space together with
bookkeeping, accounting, internal legal, clerical and administrative services
and such executive and other personnel as are necessary for the operations of
the High-Yield Bond Series. The Manager also manages the affairs of Seligman
Data Corp. ('Seligman Data'), which performs, at cost, certain recordkeeping
functions for the High-Yield Bond Series, maintains the records of shareholder
investment accounts and furnishes data processing, dividend paying, transfer
agency, redemption and related services. During 1994 and during the nine months
ended September 30, 1995, the High-Yield Bond Series paid Seligman Data $158,110
and $172,072, respectively, for services rendered. The Manager also pays the
compensation of Trustees of the High-Yield Bond Series who are employees of, or
consultants to, the Manager and of the president of Seligman Data.

The High-Yield Bond Series is responsible for payment of all its expenses
other than those assumed by the Manager. Such expenses generally consist of
direct charges relating to the purchase and sale of portfolio securities,
interest charges, fees and expenses of independent attorneys and auditors, taxes
and governmental fees, cost of stock certificates and any other expenses
(including clerical expenses) of issue, sale, repurchase or redemption of
shares, expenses of registering and qualifying shares for sale under federal and
state securities laws, expenses of printing and distributing reports, notices
and proxy materials to existing shareholders, expenses of corporate data
processing and related services, shareholder recordkeeping and shareholder
account services, expenses of printing and filing reports and other documents
filed with governmental agencies, expenses of printing and distributing
prospectuses, expenses of annual and special shareholders' meetings, fees and
disbursements of transfer agents and custodians, expenses of disbursing
dividends and distributions, fees payable under the Administration, Shareholder
Service and Distribution Plan between the Fund and service organizations, fees
and expenses of Trustees of the Fund who are not employees of the Manager or its
affiliates, membership dues in the Investment Company Institute, insurance
premiums and extraordinary expenses such as litigation expenses. The Management
Agreement does not contain any expense limitation

<PAGE>
provision although the Manager will reimburse its management fee to the
High-Yield Bond Series to the extent required by state securities laws and
regulations.

The Management Agreement will continue in effect until December 29, 1995
and from year to year thereafter if such continuance is approved in the manner
required by the 1940 Act, and if the Manager shall not have notified the Fund on
behalf of the High-Yield Bond Series at least 60 days prior to an anniversary
date that it does not desire such continuance. The Management Agreement may be
terminated by the Fund on behalf of the High-Yield Bond Series, without penalty,
on 60 days' written notice to the Manager and will terminate automatically in
the event of its assignment.

PROPOSED FEE INCREASE

The Current Fee. The Management Agreement currently provides for a fee,
computed daily and paid monthly, equal to .50% of the average daily net assets
of the High-Yield Bond Series. This percentage is referred to as the management
fee rate.

In 1994, the management fee amounted to $329,652, which was equivalent to
an annual rate of .50% of the High-Yield Bond Series' average daily net assets.
For the nine months ended September 30, 1995, the management fee amounted to
$427,808, which was equivalent to an annual rate of .50% of the High-Yield Bond
Series' average daily net assets.

The Proposed Fee. Under the proposed amendments to the Management
Agreement, the management fee rate would be increased, but would include
provision for a reduction of the management fee rate as the assets of the
High-Yield Bond Series grow. The management fee would continue to be computed
daily and paid monthly. The following table sets forth the proposed revised
schedule of management fee rate percentages.

<TABLE>
<CAPTION>
ANNUAL
NET ASSETS OF FUND FEE RATE
- ----------------------------------------------------------------------------------- ----------
<S> <C>
First $1 billion at................................................................ .65%
Thereafter......................................................................... .55%
</TABLE>

If the proposed amendments to the management fee had been in effect
throughout 1994, the management fee for that year would have amounted to
$428,522, which would have been equivalent to an annual rate of .65% of the
High-Yield Bond Series' average daily net assets. This would have represented an
increase of 30% over the actual management fee of $329,652. For the nine months
ended September 30, 1995, the management fee would have amounted to $556,131,
which would have been equivalent to an annual rate of .65% of the High-Yield
Bond Series' average daily net assets. This would have represented an increase
of 30% over the actual management fee of $427,808 for that period.

<PAGE>
The following table shows, for the Fund's fiscal year ended December 31,
1994, (a) the actual operating expenses for each class of the High-Yield Bond
Series' shares as a percentage of average net assets and (b) the pro forma
operating expenses assuming the proposed amendments to the Management Agreement
had been in effect throughout the year.

<TABLE>
<CAPTION>
CLASS A SHARES CLASS D SHARES
-------------------- --------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA
------ --------- ------ ---------
<S> <C> <C> <C> <C>
Management Fee............................ .50% .65% .50% .65%
12b-1 Fees................................ .21 .21 1.00 1.00
Other Expenses............................ .42 .42 .69 .69
------ --------- ------ ---------
Total Fund Operating Expenses............. 1.13% 1.28% 2.19% 2.34%
------ --------- ------ ---------
------ --------- ------ ---------
</TABLE>

EXAMPLE: The following illustrates the expenses on a $1,000 investment
under the existing and proposed fees and the expenses stated above, assuming (1)
a 5% annual return and (2) redemption at the end of each time period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Class A Shares:
Existing Fee......................... $ 58 $82 $ 107 $178
Proposed Fee......................... 60 86 114 195
Class D Shares:
Existing Fee......................... 32* 69 117 252
Proposed Fee......................... 34* 73 125 268
</TABLE>

- ---------------
* Assuming (i) a 5% annual return and (ii) no redemption at the end of one year,
the expenses on a $1,000 investment would be $22 with respect to the existing
fee and $24 with respect to the proposed fee.
The purpose of this example and the table is to assist investors in
understanding the various costs and expenses of investing in shares of the
High-Yield Bond Series. THE EXAMPLE ABOVE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OF THE HIGH-YIELD BOND SERIES. ACTUAL
EXPENSES MAY VARY FROM YEAR TO YEAR AND MAY BE HIGHER OR LOWER THAN THOSE SHOWN
ABOVE.

FACTORS CONSIDERED BY THE TRUSTEES

The Trustees have considered various matters in determining the
reasonableness and fairness of the proposed increase in the management fee
payable by the High-Yield Bond Series. The Fund's legal counsel advised the
Trustees on the nature of the matters to be considered and the standards to be
used by the Trustees in reaching their decision.

In reaching their decision, the Trustees examined and weighed many factors,
including: (1) the nature and quality of the services rendered and the results
achieved by the Manager in the areas

<PAGE>
of investment management (including investment performance comparisons with
other mutual funds and certain indices) and administrative services; (2) changes
in the mutual fund industry that have affected the High-Yield Bond Series; (3)
the payments received by the Manager and its affiliates from all sources
involving both the High-Yield Bond Series and the other investment companies in
the Seligman Group; (4) extensive financial, personnel and structural
information as to the Manager's organization, including the costs borne by, and
profitability of, the Manager and its affiliates in providing service of all
types to the High-Yield Bond Series and to the other investment companies in the
Seligman Group; (5) the organizational capabilities and financial condition of
the Manager; (6) an analysis of the proposed fee rate changes; (7) information
concerning the High-Yield Bond Series' expense ratio on both an existing and pro
forma basis; (8) information as to the management fees paid by the other
Seligman Group investment companies; (9) the portfolio allocation policies and
practices of the High-Yield Bond Series and its historical portfolio turnover
rates; (10) competitive industry fee structures and expense ratios including,
specifically, the relationship of the proposed management fee rates to those
typically paid by similar funds; (11) a comparison of the overall profitability
of the Manager to the profitability of certain other investment advisers; and
(12) the fall-out benefits which the Manager and its affiliates receive from the
Manager's relationship to the High-Yield Bond Series.
Certain of the factors addressed by the Trustees in reaching their
determination are discussed in more detail below.
Portfolio Performance. The Directors considered the performance of the
High-Yield Bond Series as compared to the performance of other funds with
comparable objectives and as compared to securities indices. The nature and
quality of the investment advice rendered by the Manager as well as the
backgrounds of the portfolio managers and other executive personnel of the
Manager were also considered by Trustees. The Trustees took into account the
investment results of the High-Yield Bond Series during the first six months of
1995, in 1994 and in recent years. The Trustees noted that organizational and
operational changes designed to improve investment results had been made in
recent times and had been previously reported by the Manager to the Trustees.

<PAGE>
The High-Yield Bond Series' average annual total return performance in
comparison with the annualized total return performances of the Lipper
High-Yield Index ('Lipper') and the Merrill Lynch High-Yield Master Index
('Merrill Lynch') is set forth below:

<TABLE>
<CAPTION>
10 YEARS 5 YEARS 1 YEAR
ENDED 6/30/95 ENDED 6/30/95 ENDED 6/30/95
--------------- --------------- ---------------
<S> <C> <C> <C>
Lipper High-Yield Index................................. 10.03% 13.40% 8.81%
Merrill Lynch High-Yield Master Index................... 12.12 14.22 14.88
Seligman High-Yield Bond Series -- Class A.............. 11.39 14.42 13.38
-- Class D.............. -- 8.67* 12.05
</TABLE>

- ---------------
Source: Lipper -- Mutual Fund Performance Services Inc.
* From commencement of operations on May 3, 1993 to June 30, 1995.

The Merrill Lynch and Lipper Indices are unmanaged and assume reinvestment
of estimated income and do not reflect fees and expenses. Investors may not
invest directly in an index. The High-Yield Bond Series' performance assumes
reinvestment of capital gains and dividends and does not reflect the deduction
of sales charges.

Changes in the Mutual Fund Industry. The Trustees considered the effect of
changes in the mutual fund industry since the Management Agreement was adopted
in 1984. Among these, the Trustees considered the increased competitiveness in
the mutual fund industry that has resulted from the growth in the total assets
under management and in the number of funds offered. They evaluated the extent
to which this has created an expectation among brokers and investors that mutual
funds will offer multiple classes of shares and a need for enhanced marketing
efforts by the Manager, the increased expense incurred by the Manager and its
affiliates (primarily the High-Yield Bond Series' distributor, Seligman
Financial Services, Inc.) in connection with such enhanced marketing efforts,
and their effectiveness. The Manager advised the Trustees that estimated
marketing expenditures for 1995 would be more than double total expenditures in
1990. The Trustees considered these factors in assessing the current competitive
environment in the mutual fund industry. However, in evaluating the fee increase
proposal, the Trustees specifically excluded from consideration the Manager's
marketing expenditures and their effect on the Manager's profitability.

Actual and Pro Forma Management Fees and Expenses. The Trustees considered
the effect of the proposed management fee increase on the High-Yield Bond
Series' fee rates and annual expense ratios (which include the management fee
and all other operating expenses incurred by the High-Yield Bond Series). The
table set forth above under 'Proposed Fee Increase -- The Proposed Fee' provides
comparative data for the year ended December 31, 1994, assuming that the
proposed fee increase had been in effect throughout the year.

<PAGE>
Costs of Providing Service and Profitability. The Trustees reviewed
information concerning profitability of the Manager's investment advisory and
investment company activities and its financial condition based on results from
1990 through 1994 and estimates for the first six months of 1995. The
information considered by the Trustees included operating profit margin
information for the Manager's investment company business alone (i.e., excluding
results of its affiliates) and on a consolidated basis both before and after the
Manager's net expenditures for marketing. The Trustees also reviewed
profitability data for 1993 and 1994 and estimated profitability data for 1995
for each of the Seligman Group investment companies on a fund-by-fund basis. In
addition, such data were reviewed on a pro forma basis assuming that the
proposed management fee increase had been in effect throughout 1995. The
Trustees recognized that the growth of assets under management by the Manager
(particularly in 1995) would have positive effects on the Manager's
profitability even without the proposed fee increase (and those being sought in
respect of certain other Seligman Group companies); however, the Trustees also
considered the fact that the proposed fee increases would enhance the Manager's
ability to attract and retain highly qualified investment and administrative
professionals in a competitive investment management environment, and thus
address the expectations of the Trustees regarding the performance of the
High-Yield Bond Series that only such professionals can satisfy. The Trustees
also recognized that creating vertically integrated investment teams within the
Manager with responsibility for specific investment management expertise and
strategies (such as growth and small capitalization common stocks, and taxable
and municipal fixed income securities) will establish a structural underpinning
for the services being provided to the High-Yield Bond Series that is likely to
increase the costs to the Manager of providing those services.

Certain assumptions and methods of allocation utilized by the Manager in
preparing fund-by-fund data were reviewed by the Trustees. While the Manager
believes that the methods of allocation used were reasonable, there are
limitations inherent in allocating costs to multiple individual advisory
products served by an organization such as the Manager's where each of the
advisory products draws on, and benefits from, the pooled research of the
organization.

The Trustees were also provided with consolidated financial data concerning
the Manager's revenues and expenses as a whole for 1993 and 1994 and, on an
estimated basis, for 1995.

Comparisons with Other Funds. The Trustees considered the management fees
paid by other funds with similar investment objectives having net assets of
between $50 million and $1 billion. In addition to comparing the proposed
management fees, the Trustees also considered the comparability of operating
expense ratios with the ratios of these other investment companies.
Notwithstanding that under the proposal the High-Yield Bond Series' management
fee and operating expense ratios would increase, the Trustees believe that the
management fee and

<PAGE>
expense ratios would remain comparable to industry norms. Based upon the data
reported in Lipper Directors' Analytical Data -- First Edition 1995, the
High-Yield Bond Series' management fee rate of .50% in 1994 was the thirteenth
lowest among 62 investment companies with a similar investment objective and
assets between $50 million and $1 billion. On a pro forma basis giving effect to
the proposed management fee increase, its ratio of management fee to average net
assets of .65% would have been in the top third of such investment companies.
Based upon the same data, the High-Yield Bond Series' ratios of operating
expenses to average net assets for Class A and Class D were 1.13% and 2.19%,
respectively, for 1994. After giving effect to the proposed management fee
increase, the ratios of operating expenses to average daily net assets for Class
A and Class D would have been 1.28% and 2.34%, respectively.

Non-Advisory Services Provided to the High-Yield Bond Series. The Trustees
reviewed the general nature of the non-investment advisory services performed by
the Manager. In addition to reviewing such services, the Trustees considered the
organizational structure employed by the Manager to provide those services. The
services provided to the Trustees by Seligman Data were also considered.

Fall-Out Benefits. The Trustees considered the services provided to the
High-Yield Bond Series and its shareholders by Seligman Services, Inc.
('Seligman Services'), an affiliate of the Manager, and the 12b-1 fees the
High-Yield Bond Series pays to Seligman Services in respect of shares of the
High-Yield Bond Series held in accounts for which there would not otherwise be a
broker of record.

The affirmative 'vote of a majority of the outstanding voting securities'
of the High-Yield Bond Series, as defined in Proposal 3, is required for the
adoption of this proposal.

If approved by shareholders at the Meeting, the proposed amendments to the
Management Agreement and the Management Agreement as so amended will become
effective on January 1, 1996. The Management Agreement, if approved as amended,
will continue in effect until December 29, 1996, and from year to year
thereafter if such continuance is approved in the manner required by the 1940
Act, and if the Manager shall not have notified the Fund on behalf of the
High-Yield Bond Series at least 60 days prior to an anniversary date that it
does not desire such continuance. If the amendments are not approved by the
shareholders, the Management Agreement will continue in effect in its present
form, subject to the continuation and termination provisions referred to above.

YOUR TRUSTEES UNANIMOUSLY RECOMMEND
THAT SHAREHOLDERS VOTE IN FAVOR OF THIS PROPOSAL.

<PAGE>
ADDITIONAL INFORMATION CONCERNING THE MANAGER

Set forth below is information concerning the principal executive officer
and the Directors of the Manager:

<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION POSITION WITH THE FUND
- ------------------------ ------------------------------- -------------------------
<S> <C> <C>
William C. Morris Chairman of the Board Chairman of the Board and
and President of the Manager Chief Executive Officer
Fred E. Brown Director of, and Consultant to, Trustee
the Manager
Michael J. Del Priore Director and Managing None
Director of the Manager
William H. Hazen Director and Managing None
Director of the Manager
Thomas G. Moles Director and Managing None
Director of the Manager
Ronald T. Schroeder Director, Managing Trustee
Director and Chief
Investment Officer,
Institutional of the Manager
David F. Stein Director and Managing None
Director of the Manager
David Watts Director and Managing None
Director of the Manager
Brian T. Zino Director and Managing Trustee and President
Director of the Manager
</TABLE>

The address of each of the foregoing is 100 Park Avenue, New York, New York
10017.

Other information with respect to the executive officers and Trustees of
the Fund is set forth under Proposal 1.

William C. Morris owns a majority of the outstanding voting securities of
the Manager. Accordingly, under the applicable provisions of the 1940 Act, Mr.
Morris is a 'control person' of the Manager. In addition, Ronald T. Schroeder
and Brian T. Zino each own 10% or more of the outstanding voting securities of
the Manager.

As of January 1, 1995, Brian T. Zino purchased 95 Class B common shares
from the Manager, at a price of $1,344.80 per share.

<PAGE>
During the year ended December 31, 1994, no commissions were paid by the
High-Yield Bond Series to any broker affiliated with the Manager.

F. OTHER MATTERS; SHAREHOLDER PROPOSALS.

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

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

G. EXPENSES.

The Manager will bear the cost of soliciting Proxies with respect to
Proposal 6, and the Fund will bear the balance of the cost of soliciting
Proxies. In addition to the use of the mails, Proxies may be solicited
personally or by telephone or telegraph by Trustees, officers and employees of
the Fund, the Manager, Seligman Financial Services, Inc., Seligman Services and
Seligman Data and the Fund may reimburse persons holding shares in their names
or names of their nominees for their expenses in sending solicitation material
to their principals. Morrow & Co., Inc., 909 Third Avenue, New York, New York
10022-4799 has been engaged to assist in soliciting for a fee of $3,000 plus
expenses, to be paid by the Manager.

By order of the Trustees,
Secretary
---------------------

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. ALL SHAREHOLDERS,
INCLUDING THOSE WHO EXPECT TO ATTEND THE MEETING, ARE URGED TO DATE, FILL IN,
SIGN AND MAIL THE ENCLOSED FORM OF PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. A PROXY IS NOT REQUIRED FOR
ADMISSION TO THE MEETING.

27
<PAGE>
EXHIBIT A
(LANGUAGE TO BE DELETED IS IN [BRACKETS] AND LANGUAGE TO BE ADDED IS
UNDERLINED.)
----------
MANAGEMENT AGREEMENT

MANAGEMENT AGREEMENT, dated as of December 29, 1988, and amended January 1,
-----------------------
1996, between the SELIGMAN HIGH INCOME FUND SERIES, a Massachusetts business
- -----
trust (the 'Fund') on behalf of the HIGH-YIELD BOND SERIES (the 'Series'), and
J. & W. SELIGMAN & CO. INCORPORATED, a Delaware corporation (the 'Manager').

In consideration of the mutual agreements herein made, the parties hereto
agree as follows:

1. DUTIES OF THE MANAGER. The Manager shall manage the affairs of the
Series including, but not limited to, continuously providing the Series with
investment management, including investment research, advice and supervision,
determining which securities shall be purchased or sold by the Series, making
purchases and sales of securities on behalf of the Series and determining how
voting and other rights with respect to securities of each Series shall be
exercised, subject in each case to the control of the trustees of the Fund and
in accordance with the objectives, policies and principles set forth in the
Registration Statement and Prospectus of the Series and the requirements of the
Investment Company Act of 1940 (the 'Act') and other applicable law. In
performing such duties, the Manager shall provide such office space, such
bookkeeping, accounting, internal legal, clerical, secretarial and
administrative services (exclusive of, and in addition to, any such services
provided by any others retained by the Series) and such executive and other
personnel as shall be necessary for the operations of the Series. The Series
understands that the Manager also acts as the manager of all of the investment
companies in the Seligman Group.

Subject to Section 36 of the Act, the Manager shall not be liable to the
Series for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in the management of the Series and
the performance of its duties under this Agreement except for willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties under this
Agreement.

2. EXPENSES. The Manager shall pay all of its expenses arising from the
performance of its obligations under Section 1 and shall pay such Series'
proportional share or any salaries, fees and expenses of the trustees of the
Fund who are employees of the Manager or its affiliates. The Manager shall not
be required to pay any other expenses of the Series, including, but not limited
to, direct charges relating to the purchase and sale of portfolio securities,
interest charges, fees and expenses of independent attorneys and auditors, taxes
and governmental fees, cost of stock

<PAGE>
certificates and any other expenses (including clerical expenses) of issue,
sale, repurchase or redemption of shares, expenses of registering and qualifying
shares of the Series for sale under federal and state securities laws, expenses
of printing and distributing reports, notices and proxy materials to existing
shareholders, expenses of corporate data processing and related services,
shareholder recordkeeping and shareholder account services, expenses of printing
and filing reports and other documents filed with governmental agencies,
expenses of printing and distributing prospectuses, expenses of annual and
special shareholders' meetings, fees and disbursements of transfer agents and
custodians, expenses of disbursing dividends and distributions, fees payable
under the Administration, Shareholder Service and Distribution Plan between the
Fund and service organizations, fees and expenses of trustees of the Fund who
are not employees of the Manager or its affiliates, membership dues in the
Investment Company Institute, insurance premiums and extraordinary expenses such
as litigation expenses.

3. COMPENSATION

(a) As compensation for the services performed and the facilities and
personnel provided by the Manager pursuant to Section 1, the
Series will pay to the Manager promptly after the end of each
month a fee, calculated on each day during such month on the basis
of the Series' net assets at the close of business on the previous
day, at an annual rate of .65% [0.50%] of the Series' average
----
daily net assets on the first $1,000,000,000 of net assets, and
------------------------------------------------
.55% of the Series' average daily net assets in excess of
------------------------------------------------------------------
$1,000,000,000.
---------------

(b) If the Manager shall serve hereunder for less than the whole of
any month, the fee hereunder shall be prorated.

4. PURCHASE AND SALE OF SECURITIES. The Manager shall purchase securities
from or through and sell securities to or through such persons, brokers or
dealers (including the Manager or an affiliate of the Manager) as the Manager
shall deem appropriate in order to carry out the policy with respect to
allocation of portfolio transactions as set forth in the Registration Statement
and Prospectus(es) of the Series or as the trustees of the Fund may direct from
time to time. In providing the Series with investment management and
supervision, it is recognized that the Manager will seek the most favorable
price and execution, and, consistent with such policy, may give consideration to
the research, statistical and other services furnished by brokers or dealers to
the Manager for its use, to the general attitude of brokers or dealers toward
investment companies and their support of them, and to such other considerations
as the trustees of the Fund may direct or authorize from time to time.

<PAGE>
Notwithstanding the above, it is understood that it is desirable for the
Series that the Manager have access to supplemental investment and market
research and security and economic analysis provided by brokers who execute
brokerage transactions at a higher cost to the Series than may result when
allocating brokerage to other brokers on the basis of seeking the most favorable
price and execution. Therefore, the Manager is authorized to place orders for
the purchase and sale of securities for the Series with such brokers, subject to
review by the trustees of the Series from time to time with respect to the
extent and continuation of this practice. It is understood that the services
provided by such brokers may be useful to the Manager in connection with its
services to other clients as well as the Series.

The placing of purchase and sale orders may be carried out by the Manager
or any wholly-owned subsidiary of the Manager.

If, in connection with purchases and sales of securities for the Series,
the Manager or any subsidiary of the Manager may, without material risk, arrange
to receive a soliciting dealer's fee or other underwriter's or dealer's discount
or commission, the Manager shall, unless otherwise directed by the trustees of
the Fund, obtain such fee, discount or commission and the amount thereof shall
be applied to reduce the compensation to be received by the Manager pursuant to
Section 3 hereof.

Nothing herein shall prohibit the trustees of the Fund from approving the
payment by the Series of additional compensation to others for consulting
services, supplemental research and security and economic analysis.

5. TERM OF AGREEMENT. This Agreement shall continue in full force and
effect until the earlier of December 29, 1996 [89] and from year to year
--
thereafter if such continuance is approved in the manner required by the Act if
the Manager shall not have notified the Series in writing at least 60 days prior
to such December 29 or prior to December 29 of any year thereafter
that it does not desire such continuance. This agreement may be terminated at
any time, without payment of penalty by the Series, on 60 days' written notice
to the Manager by vote of the trustees of the Fund or by vote of a majority of
the outstanding voting securities of the Series (as defined by the Act). This
Agreement will automatically terminate in the event of its assignment (as
defined by the Act).

6. RIGHT OF MANAGER IN CORPORATE NAME. The Manager and the Series each
agree that the word 'Seligman', which comprises a component of the Series' name,
is a property right of the Manager. The Series agrees and consents that (i) it
will only use the word 'Seligman' as a component of its corporate name and for
no other purpose, (ii) it will not purport to grant to any

<PAGE>
third party the right to use the word 'Seligman' for any purpose, (iii) the
Manager or any corporate affiliate of the Manager may use or grant to others the
right to use the word 'Seligman', or any combination or abbreviation thereof, as
all or a portion of a corporate or business name or for any commercial purpose,
including a grant of such right to any other investment company, and at the
request of the Manager, the Series will take such action as may be required to
provide its consent to the use of the word 'Seligman', or any combination or
abbreviation thereof, by the Manager or any corporate affiliate of the Manager,
or by any person to whom the Manager or an affiliate of the Manager shall have
granted the right to such use; and (iv) upon the termination of any management
agreement into which the Manager and the Series may enter, the Series shall,
upon request by the Manager, promptly take such action, at its own expense, as
may be necessary to change its corporate name to one not containing the word
'Seligman' and following such change, shall not use the word Seligman, or any
combination thereof, as a part of its corporate name or for any other commercial
purpose, and shall use its best efforts to cause its officers, trustees and
stockholders to take any and all actions which the Manager may request to effect
the foregoing and to reconvey to the Manager any and all rights to such word.

7. MISCELLANEOUS

(a) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to
require, or to impose any duty upon either of the parties, to do
anything in violation of any applicable laws or regulations.

(b) The Trustees of the Fund have authorized the execution of this
Agreement in their capacity as Trustees and not individually and
the Manager agrees that neither the shareholders nor the Trustees
nor any officer, employee, representative or agent of the Fund
shall be personally liable upon, nor shall resort be had to their
private property for the satisfaction of, obligations given,
executed or delivered on behalf of or by the Fund, that the
shareholders, Trustees, officers, employees, representatives

<PAGE>
and agents of the Fund shall not be personally liable
hereunder, and that the Manager shall look solely to the
property of the Fund for the satisfaction of any claim
hereunder.

IN WITNESS WHEREOF, the Fund on behalf of the Series and the Manager have
caused this Agreement to be executed by their duly authorized officers as of the
date first above written.

SELIGMAN HIGH INCOME FUND SERIES
BY ________________________________________

J. & W. SELIGMAN & CO. INCORPORATED

BY ________________________________________

32
<PAGE>
EXHIBIT B

The table below sets forth the net assets and the management fee rate paid
to the Manager for 1994 for the High-Yield Bond Series and the other Seligman
Group investment company which has an investment objective similar to the
High-Yield Bond Series:

<TABLE>
<CAPTION>
APPROXIMATE NET
ASSETS AS OF 1994 MANAGEMENT FEE
DECEMBER 31, 1994 AS A PERCENTAGE OF
NAME OF INVESTMENT COMPANY (000'S OMITTED) AVERAGE DAILY NET ASSETS
- ---------------------------------------------------- ----------------------- ------------------------
<S> <C> <C>
High-Yield Bond Series $68,282 .50%
Seligman High-Yield Bond Portfolio
of Seligman Portfolios, Inc. 0* .00*
</TABLE>

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

* The Portfolio commenced operations in 1995. The management fee rate for the
Portfolio is .50%.

Seligman Portfolios, Inc. is the underlying investment vehicle for certain
variable annuity insurance products.

The Manager has proposed to raise the management fee rate for the
High-Yield Bond Series to .65% of the Fund's daily net assets on the first $1
billion of net assets and .55% of the Fund's daily net assets in excess of $1
billion.

33
<PAGE>

SELIGMAN
HIGH INCOME
FUND SERIES

Seligman High-Yield Bond Series

Seligman U.S. Government
Securities Series

Notice of Special Meeting
of Shareholders
and
Proxy Statement

-------------------------------
Time: December 12, 1995
9:00 A.M.
-------------------------------

Place: Grand Hyatt Hotel
42nd Street and
Lexington Avenue
New York, New York 10017

Please date, fill in and sign
the enclosed form of Proxy
and mail it in the enclosed
return envelope which
requires no postage if mailed
in the United States.

[Logo]

SELIGMAN HIGH INCOME FUND SERIES
Managed by

[Logo]

J. & W. SELIGMAN & CO.
INCORPORATED
INVESTMENT MANAGERS AND ADVISORS
ESTABLISHED 1864
100 Park Avenue, New York, NY 10017
<PAGE>
APPENDIX I
PROXY CARDS

PROXY
SELIGMAN HIGH-YIELD BOND SERIES
A SERIES OF
SELIGMAN HIGH INCOME FUND SERIES
100 Park Avenue, New York, NY 10017

The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Special Meeting of Shareholders of
SELIGMAN HIGH-YIELD BOND SERIES, a series of SELIGMAN HIGH INCOME FUND SERIES,
to be held December 12, 1995 and appoints JOHN E. MEROW, WILLIAM C. MORRIS and
BRIAN T. ZINO (and each of them) proxies, with power of substitution, to attend
the Special Meeting (and any adjournments thereof) and vote all shares the
undersigned is entitled to vote upon the matters indicated on the reverse side
and on any other business that may properly come before the Meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED. IF NO INSTRUCTIONS ARE GIVEN, YOUR PROXIES WILL VOTE FOR THE
ELECTION OF THE NOMINEES OF THE TRUSTEES AND FOR ALL PROPOSALS.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN ON THE REVERSE SIDE AND RETURN
THIS CARD AS SOON AS POSSIBLE.
MARK EACH VOTE WITH X IN THE BOX.

<PAGE>
- --------------------------------------------------------------------------------
THE TRUSTEES RECOMMEND THAT YOU VOTE FOR EACH OF THE NOMINEES
AND FOR ALL PROPOSALS.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF TRUSTEES / / FOR all nominees / / WITHHOLD AUTHORITY TO VOTE
(except as written on the line below). for all nominees listed below.

NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow,
Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T.
Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino
(INSTRUCTIONS: To withhold authority to vote for any individual nominee write the nominee's name
on the line below.)
--------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S> <C> <C> <C> <C>
2. Ratification of the selection of Deloitte & Touche LLP as Auditors. / / FOR / / AGAINST / / ABSTAIN

3. Approval of the amendment of the Series' fundamental investment policy to increase
the limitation on borrowing to 15% of total assets. / / FOR / / AGAINST / / ABSTAIN
4. Approval of the elimination of the Series' fundamental investment policy regarding
restricted and illiquid securities. / / FOR / / AGAINST / / ABSTAIN
5. Approval of amendments to the Management Agreement to increase the Management
fee payable by the Fund. / / FOR / / AGAINST / / ABSTAIN

</TABLE>

Dated __________________ , 1995

_______________________________
Signature

_______________________________
Signature (if jointly held)

_______________________________
Please sign exactly as your
name(s) appear(s) on this
proxy. Only one signature is
required in case of a joint
account. When signing in a
representative capacity,
please give title.

THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES.

<PAGE>
PROXY
SELIGMAN U.S. GOVERNMENT SECURITIES SERIES
A SERIES OF
SELIGMAN HIGH INCOME FUND SERIES
100 Park Avenue, New York, NY 10017

The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Special Meeting of Shareholders of
SELIGMAN U.S. GOVERNMENT SECURITIES SERIES, a series of SELIGMAN HIGH INCOME
FUND SERIES, to be held December 12, 1995 and appoints JOHN E. MEROW, WILLIAM
C. MORRIS and BRIAN T. ZINO (and each of them) proxies, with power of
substitution, to attend the Special Meeting (and any adjournments thereof) and
vote all shares the undersigned is entitled to vote upon the matters indicated
on the reverse side and on any other business that may properly come before the
Meeting.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN ON THE REVERSE SIDE AND RETURN
THIS CARD AS SOON AS POSSIBLE.
MARK EACH VOTE WITH X IN THE BOX.

- --------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S> <C> <C> <C> <C>
2. Ratification of the selection of Deloitte & Touche LLP as Auditors. / / FOR / / AGAINST / / ABSTAIN

3. Approval of the amendment of the Series' fundamental investment policy to
increase the limitation on borrowing to 15% of total assets. / / FOR / / AGAINST / / ABSTAIN
4. Approval of the elimination of the Series' fundamental investment policy
regarding restricted and illiquid securities. / / FOR / / AGAINST / / ABSTAIN
</TABLE>

Dated __________________ , 1995

_______________________________
Signature

_______________________________
Signature (if jointly held)

THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES