SELIGMAN HIGH INCOME FUND SERIES, 485APOS, 1999-02-24

SELIGMAN HIGH INCOME FUND SERIES
485APOS, 1999-02-24

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File No. 2-93076
811-4103

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|

Pre-Effective Amendment No. |_|

Post-Effective Amendment No. 25 |X|

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

Amendment No. 26 |X|

SELIGMAN HIGH INCOME FUND SERIES
(Exact name of registrant as specified in charter)

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

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

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

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

|_| immediately upon filing pursuant to paragraph (b)

|X| on May 1, 1999 pursuant to paragraph (a)(1)

|_| on (date) pursuant to paragraph (b)

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

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

|_| 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
--------------------------
HIGH-YIELD
BOND SERIES

The Securities and Exchange Commission has neither approved nor disapproved this
Fund, and it has not determined the prospectus to be accurate or adequate. Any
representation to the contrary is a criminal offense.

An investment in this Fund or any other fund cannot provide a complete
investment program. The suitability of an investment in the Fund should be
considered 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 this Fund is suitable
for you.

TXHY1 5/99

[GRAPHIC]

Prospectus

May 1, 1999

-----

Seeking to Maximize Current

Income by Investing

in a Diversified Portfolio

of High-Yielding

Corporate Bonds

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

<PAGE>

Table of Contents

The Fund

Investment Objective/Principal Strategies 1

Principal Risks 2

Past Performance 3

Fees and Expenses 4

Management 5

Year 2000 6

Shareholder Information

Deciding Which Class of Shares to Buy 7

Pricing of Fund Shares 9

Opening Your Account 9

How to Buy Additional Shares 10

How to Exchange Shares Between
The Seligman Mutual Funds 11

How to Sell Shares 11

Important Policies That May Affect

Your Account 12

Dividends and Capital Gain Distributions 13

Taxes 13

The Seligman Mutual Funds 14

Financial Highlights 15

How to Contact Us 17

For More Information back cover

TIMES CHANGE ... VALUES ENDURE

<PAGE>

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

The Fund

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES

The Fund's objective is to produce maximum current income.

The Fund uses the following principal strategies to seek its objective:

The Fund has a fundamental policy which requires that, except for temporary
defensive purposes, it invest at least 80% of the value it its total assets in
high-yielding, income-producing corporate bonds.

The Fund invests in a diversified range of high-yield, high-risk, medium and
lower quality corporate bonds and notes. Generally, bonds and notes providing
the highest yield are unrated or carry lower ratings (Baa or lower by Moody's
Investors Service, Inc. (Moody's) or BBB or lower by Standard and Poor's Rating
Service (S&P)). The Fund may purchase restricted securities that may be offered
and sold only to "qualified institutional buyers" under Rule 144A of the
Securities Act of 1933 (Rule 144A Securities).

The Fund uses a bottom-up security selection process. This means the investment
manager concentrates first on individual company fundamentals, before industry
considerations. The investment manager then looks at the particular bond
characteristics of the securities considered for purchase. In selecting
individual securities, the investment manager looks to identify companies that
it believes display one or more of the following:

o Strong operating cash flow and margins

o Improving financial ratios (i.e., creditworthiness)

o Marketshare leadership or competitive advantage

o Superior management

o Attractive relative pricing

The Fund will generally sell a security if the investment manager believes that
the company displays deteriorating cash flows, an ineffective management team,
or an unattractive relative valuation.

The Fund may invest up to 20% of its total assets in a range of high-yield,
medium and lower quality corporate notes; short-term money market instruments,
including certificates of deposit of FDIC member banks having total assets of
more than $1 billion; bankers' acceptances and interest-bearing savings or time
deposits of such banks; prime commercial paper; securities issued, guaranteed,
or insured by the US Government, its agencies or instrumentalities; and other
income-producing cash items, including repurchase agreements.

The Fund may, from time to time, take temporary defensive positions that are
inconsistent with its principal strategies in seeking to minimize extreme
volatility caused by adverse market, economic, or other conditions. This could
prevent the Fund from achieving its objective.

The Fund may invest up to 15% of its net assets in illiquid securities (i.e.,
securities that cannot be readily sold). Rule 144A Securities deemed to be
liquid by the investment manager are not included in this limitation. The Fund
may invest up to 10% of its total assets in debt securities of foreign issuers.
In accordance with its objective of producing maximum current income, the Fund
may invest up to 10% of its total assets in preferred stock, including
non-investment grade preferred stock. While the Fund favors cash-paying bonds
over deferred pay securities, it may invest in "zero-coupon" bonds (interest
payments accrue until maturity) and "pay-in kind" bonds (interest payments are
made in additional shares).

Except for its fundamental policy stated above, the Fund may change its
principal strategies if the Fund's Board of Directors believes doing so is
consistent with the Fund's objective.

The Fund's objective, as well as its fundamental policy, may be changed only
with the approval of shareholders. As with any mutual fund, there is no
guarantee the Fund will achieve its objective.

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

<PAGE>

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

PRINCIPAL RISKS

The Fund's net asset value, yield and total return will fluctuate with
fluctuations in the yield and market value of the individual securities held by
the Fund. The types of securities in which the Fund invests are generally
subject to higher volatility in yield and market value than securities of higher
quality. Factors that may affect the performance of the securities held by the
Fund are discussed below.

Higher-yielding, higher-risk, medium and lower quality corporate bonds and
notes, like the securities in which the Fund invests, are subject to greater
risk of loss of principal and income than higher-rated bonds and notes and are
considered to be predominately speculative with respect to the issuer's capacity
to pay interest and repay principal.

An economic downturn could adversely impact issuers' ability to pay interest and
repay principal and could result in issuers' defaulting on such payments. The
value of the Fund's bonds and notes will be affected, like all fixed income
securities, by market conditions relating to changes in prevailing interest
rates. However, the value of lower rated or unrated corporate bonds and notes is
also affected by investors' perceptions. When economic conditions appear to be
deteriorating, lower-rated or unrated corporate bonds and notes may decline in
market value due to investors' heightened concerns and perceptions over credit
quality.

Lower-rated and unrated corporate bonds and notes are traded principally by
dealers in the over-the-counter market. The market for these securities may be
less active and less liquid than for higher rated securities. Under adverse
market or economic conditions, the secondary market for these bonds and notes
could contract further, causing the Fund difficulties in valuing and selling its
securities.

To the extent that the Fund invests its assets in higher-risk securities, such
as foreign or illiquid securities, it may be subject to higher price volatility.
Investing in securities of foreign issuers involves risks not associated with US
investments, including currency fluctuations, foreign taxation, differences in
financial reporting practices, and changes in political conditions.

"Zero-coupon" and "pay-in-kind" securities may be subject to greater
fluctuations in value because they tend to be more speculative than income
bearing securities. Fluctuations in the market prices of these securities owned
by the Fund will result in corresponding fluctuations and volatility in the net
asset value of the shares of the Fund. Additionally, because they do not pay
current income, they will detract from the Fund's objective of producing maximum
current income.

The Fund may actively and frequently trade securities in its portfolio to carry
out its principal strategies, or for other reasons. A high portfolio turnover
rate results in correspondingly greater transaction costs and a possible
increase in short-term capital gains and losses. This may increase the Fund's
expenses and have tax consequences for investors in the Fund.

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

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<PAGE>

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PAST PERFORMANCE

The Fund offers three Classes of shares. The information below 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 one widely-used measure of high-yield corporate bond
performance and one measure of the performance of mutual funds with investment
objectives similar to the Fund.

The following performance information is designed to assist you in comparing the
returns of the Fund with the returns of other mutual funds. How the 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 Class of shares
due to the different fees and expenses of each Class.

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 below the chart
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.

Class A Annual Total Returns - Calendar Years

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

Annual Total
Calendar Year Returns
------------- -------
1989 3.8%
1990 (7.3%)
1991 30.7%
1992 20.1%
1993 19.2%
1994 0.8%
1995 20.7%
1996 14.8%
1997 14.3%
1998 1.3%

Best calendar quarter return: XX.X% - quarter ended ____

Worst calendar quarter return: XX.X% - quarter ended ____

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------

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

CLASS B CLASS D
ONE FIVE TEN SINCE INCEPTION SINCE INCEPTION
YEAR YEARS YEARS 4/22/96 9/21/93
---- ----- ----- ------- -------
<S> <C> <C> <C> <C> <C>
Class A -3.54% 9.01% 10.74% -- --
Class B -4.03 n/a n/a 7.44% --
Class D -0.35 9.17 n/a -- 9.58%
Merrill Lynch High Yield Master Index 3.66 9.01 11.08 9.69(1) 9.27(2)
Lipper High Current Yield -0.30 7.65 9.74 8.35(1) 8.18(2)

The Merrill Lynch High Yield Master Index and the Lipper High Current Yield are
unmanaged benchmarks that assume the reinvestment of dividends and exclude the
effect of fees or sales charges. The Merrill Lynch High Yield Master Index
measures the performance of high yield corporate bonds, and the Lipper High
Current Yield measures the performance of mutual funds with investment
objectives similar to the Fund.

(1) From April 30, 1996.

(2) From September 30, 1993.

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

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<PAGE>

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

FEES AND EXPENSES

The table below summarizes the fees and expenses that you may pay as a
shareholder of the Fund. Each Class of shares has its own sales charge schedule
and is subject to different ongoing 12b-1 fees. Shareholder fees are charged
directly to you. Annual fund operating expenses are deducted from Fund assets
and are therefore paid indirectly by you and other shareholders of the Fund.

<TABLE>
<CAPTION>
Shareholder Fees Class A Class B Class D
- ---------------- ------ ------ ------
<S> <C> <C> <C>
Maximum Sales Charge (Load) on Purchases
(as a % of offering price) .................................................... 4.75%(1) none none

Maximum Contingent Deferred Sales Charge (Load) (CDSC) on Redemptions
(as a % of original purchase price or current net asset value,
whichever is less) ............................................................ none(1) 5% 1%

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

Management Fees ................................................................. .59% .59% .59%
Distribution and/or Service (12b-1) Fees ........................................ .25% 1.00% 1.00%
Other Expenses .................................................................. .26% .26% .26%
----- ----- -----
Total Annual Fund Operating Expenses ............................................ 1.10% 1.85% 1.85%
===== ===== =====
</TABLE>

(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.

- -------------------------------------------
Management Fees:
Fees paid out of Fund assets to the
investment manager to compensate it for
managing the Fund.

12b-1 Fees:
Fees paid by each Class, pursuant to a
plan adopted by the Fund 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
for providing services to shareholders.

Other Expenses:
Miscellaneous expenses of running the
Fund, including such things as transfer
agency, registration, custody, and
auditing and legal fees.
- -------------------------------------------

Example

This example is intended to help you compare the expenses of investing in the
Fund with the expenses of investing in other mutual funds. It 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 $ $ $ $
Class B
Class D

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 $ $ $ $
Class B
Class D

+ Class B shares will automatically convert to Class A shares after eight
years.

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<PAGE>

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

MANAGEMENT

The Fund's Board of Directors provides broad supervision over the affairs of the
Fund.

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

Established in 1864, Seligman currently serves as manager to 18 USregistered
investment companies, which offer more than 50 investment portfolios with
approximately $XX.X billion in assets as of March 31, 1999. Seligman also
provides investment management or advice to institutional or other accounts
having an aggregate value at March 31, 1999, of approximately $XX.X billion.

The Fund pays Seligman a fee for its management services. The fee rate declines
as the Fund's net assets increase. It is equal to an annual rate of .65% of the
Fund's average daily net assets on the first $1 billion of net assets and .55%
of the average daily net assets in excess of $1 billion. The fee paid by the
Fund to Seligman for the Fund's year ended December 31, 1998, was equal to an
annual rate of .59% of the Fund's average daily net assets.

- ------------------------------------------
Affiliates of Seligman:

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

Seligman 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):
The Fund's shareholder service agent;
provides shareholder account services to
the Fund at cost.
- ------------------------------------------

Portfolio Management

The Fund is managed by the Seligman High-Yield Team, headed by Daniel J.
Charleston. Mr. Charleston, a Managing Director of Seligman, is a Vice President
of the Fund and has been Portfolio Manager of the Fund since January 1990. Mr.
Charleston joined Seligman in 1987 as an Assistant Portfolio Manager. He became
Vice President, Investment Officer in August 1991, and Managing Director in
January 1996. Mr. Charleston also manages the Seligman High-Yield Bond
Portfolio, a series of Seligman Portfolios, Inc.

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

<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 Fund relies upon
service providers and their computer systems for its day-to-day operations. Many
of the Fund's 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 Fund's
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 the Board of Directors of the Fund and its Audit
Committee.

The team has identified the service providers and vendors who furnish critical
services or software systems to the Fund, including securities firms that
execute portfolio transactions for the Fund 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 Fund. 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 Fund. The team anticipates
finalizing these plans in the near future.

The Fund anticipates the team will implement 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 Fund believes that the
critical systems on which it relies will function properly on and after the year
2000, but this is not guaranteed. If these systems do not function properly, or
the Fund's critical service providers are not successful in implementing their
year 2000 plans, the Fund's operations may be adversely affected, including
pricing, securities trading and settlement, and the provision of shareholder
services.

In addition, the Fund may hold securities of issuers whose underlying business
leaves them susceptible to year 2000 issues. The Fund may also hold securities
issued by governmental or quasi-governmental issuers, which, like other
organizations, are also 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 the Fund holds these securities, the Fund's 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 Fund 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 Fund 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 Fund 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.

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

<PAGE>

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

Shareholder Information

DECIDING WHICH CLASS OF SHARES TO BUY

Each of the Fund's Classes represents 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.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Class A
o Initial sales charge on Fund purchases, as set forth below:

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

(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.
- ------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
Class B
o No initial sales charge on purchases.

o A declining CDSC on shares sold within 6 years of purchase:

Years Since Purchase CDSC
---------------- ------
Less than 1 year 5%
1 year or more but less than 2 years 4
2 years or more but less than 3 years 3
3 years or more but less than 4 years 3
4 years or more but less than 5 years 2
5 years or more but less than 6 years 1
6 years or more 0

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

o Automatic conversion to Class A shares after eight years, resulting in
lower ongoing 12b-1 fees.

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

- ------------------------------------------
Your purchase of Class B shares must be
for less than $250,000, because if you
are investing $250,000 or more you will
pay less in fees and charges if you buy
another Class of shares.
- ------------------------------------------

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

<PAGE>

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

- --------------------------------------------------------------------------------
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 automatic conversion to Class A shares, so you will be subject to
higher ongoing 12b-1 fees indefinitely.

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

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.

The Fund's Board of Directors believes that no conflict of interest currently
exists between the Fund's Class A, Class B, and Class D shares. On an ongoing
basis, the Directors, in the exercise of their fiduciary duties under the
Investment Company Act of 1940 and Maryland 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, the 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 the Fund to buy the same
class of shares of any other Seligman mutual fund. For the purpose of
calculating the CDSC when you sell shares that you acquired by exchanging shares
of the Fund, it will be assumed that you held the shares since the date you
purchased the shares of the Fund.

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

<PAGE>

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

PRICING OF FUND SHARES

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 added to 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 the 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 B and Class D shares will generally be lower than the NAV of Class
A shares.

Securities owned by the Fund are valued at current market prices. If reliable
market prices are unavailable, securities are valued in accordance with
procedures approved by the Fund's Board of Directors.

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

OPENING YOUR ACCOUNT

The Fund's 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 the 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.

- -------------------------------------------
You may buy shares of the Fund for all
types of tax-deferred retirement plans.
Contact Retirement Plan Services at the
address or phone number listed on the
inside back cover of this prospectus for
information and to receive the proper
forms.
- -------------------------------------------

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 Fund 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. 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.

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

<PAGE>

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

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 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 and credit card convenience checks for investment.

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 another 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 Fund 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
needs throughout your retirement. The strategy is customized to your personal
financial situation by allocating your assets to seek to address your income
requirements, prioritizing your expenses, and establishing a prudent withdrawal
schedule. Contact your financial advisor for more information.

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

<PAGE>

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

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 Class A shares of the 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
minimum initial investment.

See "The Seligman Mutual Funds" for a list of the funds available for exchange.
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.

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 Fund shares; however, it may take
longer to get your money.

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 Fund 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 need to provide additional documents to sell Fund 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 may also use the following account services to sell Fund shares:

Systematic Withdrawal Plan. If you have at least $5,000 in the 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 B or Class D shares and
reinvest your dividends and capital gain distributions, you may withdraw 12% or
10%, respectively, 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 the Fund, you may ask
SDC to provide checks which may be drawn against your account in amounts of $500
or more. You can elect this service on your initial application, or contactSDC
for the appropriate forms to establish this service.

Check Redemption Service. If you have at least $25,000 in the Fund, you may ask
SDC to provide checks which may be drawn against your account in amounts of $500
or more. You can elect this service on your initial application, or contact SDC
for the appropriate forms to establish this service.

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

<PAGE>

IMPORTANT POLICIES THAT MAY AFFECT YOUR ACCOUNT

To protect you and other shareholders, the 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 the 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 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 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 Fund shares. In this case, you may need
to write, and it may take longer for your request to be processed. The Fund's
NAV may fluctuate during this time.

The Fund 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 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.

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

<PAGE>

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

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The Fund generally pays any dividends from its net investment income and
distributes net capital gains realized on investments annually. It is expected
that the Fund's distributions will be primarily capital gains.

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 or if you own Fund shares in a Seligman tax-deferred
retirement plan.

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 Fund
shares on the payable date using the NAV of the ex-dividend date.

Dividends on Class B and 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 will be paid in the same amount for each Class.

- -------------------------------------------
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 a fund's assets
before it calculates its NAV.
- -------------------------------------------

TAXES

The tax treatment of dividends and capital gain distributions is the same
whether you take them in cash or reinvest them to buy additional Fund shares.
Tax-deferred retirement plans are not taxed currently on dividends or capital
gain distributions or on exchanges.

You may be taxed at different rates on capital gains distributed by the Fund
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.

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

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

THE SELIGMAN MUTUAL FUNDS

EQUITY

SPECIALTY
- --------------------------------------------------------------------------------
Seligman Communications and
Information Fund

Seeks capital appreciation by investing in companies operating in all aspects of
the communications, information, and related industries.

Seligman Henderson Global Technology Fund

Seeks long-term capital appreciation by investing primarily in global securities
(US and non-US) of companies in the technology and technology-related
industries.

Seligman Henderson Emerging Markets Growth Fund

Seeks long-term capital appreciation by investing primarily in equity securities
of companies in emerging markets.

SMALL COMPANY
- --------------------------------------------------------------------------------
Seligman Frontier Fund

Seeks growth of capital by investing primarily in small company growth stocks.

Seligman Small-Cap Value Fund

Seeks long-term capital appreciation by investing in equities of small
companies, deemed to be "value" companies by the investment manager.

Seligman Henderson Global Smaller Companies Fund

Seeks long-term capital appreciation by investing in securities of smaller
companies around the world, including the US.

MEDIUM COMPANY
- --------------------------------------------------------------------------------
Seligman Capital Fund

Seeks capital appreciation by investing in the common stocks of companies with
significant potential for growth.

LARGE COMPANY
- --------------------------------------------------------------------------------
Seligman Growth Fund

Seeks long-term growth of capital value and an increase in future income.

Seligman Henderson Global Growth Opportunities Fund

Seeks capital appreciation by investing primarily in equity securities of
companies that have the potential to benefit from global economic or social
trends.

Seligman Large-Cap Value Fund

Seeks long-term capital appreciation by investing in equities of large
companies, deemed to be "value" companies by the investment manager.

Seligman Common Stock Fund

Seeks favorable, but not the highest, current income and long-term growth of
both income and capital, without exposing capital to undue risk.

Seligman Henderson International Fund

Seeks long-term capital appreciation by investing in securities of medium- to
large-sized companies, primarily in the developed markets outside the US.

BALANCED
- --------------------------------------------------------------------------------
Seligman Income Fund

Seeks high current income and improvement in capital value over the long term,
consistent with prudent risk of capital.

FIXED-INCOME

INCOME
- --------------------------------------------------------------------------------
Seligman High-Yield Bond Fund

Seeks to maximize current income by investing in a diversified portfolio of
high-yielding, high-risk corporate bonds, commonly referred to as "junk bonds."

Seligman U.S. Government Securities Fund

Seeks high current income primarily by investing in a diversified portfolio of
securities guaranteed by the US government, its agencies, or instrumentalities,
which have maturities greater than one year.

MUNICIPAL
- --------------------------------------------------------------------------------
Seligman Municipal Funds:
National Fund

Seeks maximum income, exempt from regular federal income taxes.

State-specific funds:*

Seek to maximize income exempt from regular federal income taxes and from
regular income taxes in the designated state.

California Louisiana New Jersey
o High-Yield Maryland New York
o Quality Massachusetts North Carolina
Colorado Michigan Ohio
Florida Minnesota Oregon
Georgia Missouri Pennsylvania
South Carolina

* A small portion of income may be subject to state taxes.

MONEY MARKET
- --------------------------------------------------------------------------------
Seligman Cash Management Fund

Seeks to preserve capital and to maximize liquidity and current income, by
investing only in high-quality money market securities having a maturity of 90
days or less. The fund seeks to maintain a constant net asset value of $1.00 per
share.

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

<PAGE>

Financial Highlights

The tables below are intended to help you understand each Class's financial
performance 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. [ ],
independent auditors, have audited this information. Their report, along with
the Fund's financial statements, is included in the Fund's annual report, which
is available upon request.

CLASS A

<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------------------------------------
1998 1997 1996 1995 1994
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Per Share Data*:
Net asset value, beginning of period ....... $7.55 $7.25 $6.96 $6.35 $6.94
----- ----- ----- ----- -----
Income from investment operations:
Net investment income .................... 0.70 0.70 0.69 0.65 0.65
Net gains or losses on securities (both
realized and unrealized) ................. (0.59) 0.28 0.29 0.61 (0.59)
----- ----- ----- ----- -----
Total from investment operations ........... 0.11 0.98 0.98 1.26 0.06
----- ----- ----- ----- -----
Less distributions:
Dividends (from net investment income) ... (0.69) (0.68) (0.69) (0.65) (0.65)
Distributions (from capital gains) ....... (0.02) -- -- -- --
----- ----- ----- ----- -----
Total distributions ........................ (0.71) (0.68) (0.69) (0.65) (0.65)
----- ----- ----- ----- -----
Net asset value, end of period ............. $6.95 $7.55 $7.25 $6.96 $6.35
===== ===== ===== ===== =====
Total return ............................... 1.32% 14.26% 14.82% 20.72% 0.78%

Ratios/Supplemental Data:
Net assets, end of period (in thousands) ... $1,050,340 $750,461 $408,303 $182,129 $59,033
Ratio of expenses to average net assets .... 1.10% 1.14% 1.16% 1.09% 1.13%
Ratio of net income to average net assets .. 9.46% 9.42% 9.80% 9.73% 9.73%
Portfolio turnover rate .................... 35.34% 61.78% 119.33% 173.39% 184.75%
</TABLE>

- ----------
* Per share amounts are calculated based on average shares outstanding.

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

<PAGE>

CLASS B

<TABLE>
<CAPTION>
Year ended
December 31, 4/22/96**
-------------------- to
1998 1997 12/31/96
----- ----- -----
<S> <C> <C> <C>
Per Share Data*:
Net asset value, beginning of period ...... $7.55 $7.26 $7.06
----- ----- -----
Income from investment operations:
Net investment income ................... 0.64 0.64 0.45
Net gains or losses on securities (both
realized and unrealized) ................ (0.59) 0.28 0.20
----- ----- -----
Total from investment operations .......... 0.05 0.92 0.65
Less distributions:
Dividends (from net investment income) .. (0.63) (0.63) (0.45)
Distributions (from capital gains) ...... (0.02) -- --
----- ----- -----
Total distributions ....................... (0.65) (0.63) (0.45)
----- ----- -----
Net asset value, end of period ............ $6.95 $7.55 $7.26
===== ===== =====
Total return .............................. 0.57% 13.24% 9.11%+

Ratios/Supplemental Data:
Net assets, end of period (in thousands) .. $1,037,994 $581,235 $147,970
Ratio of expenses to average net assets ... 1.85% 1.90% 1.90%+
Ratio of net income to average net assets . 8.71% 8.66% 9.11%+
Portfolio turnover rate ................... 35.34% 61.78% 119.33%++
</TABLE>

<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------------------------------------
CLASS D 1998 1997 1996 1995 1994
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Per Share Data*:
Net asset value, beginning of period ...... $7.55 $7.26 $6.96 $6.35 $6.94
----- ----- ----- ----- -----
Income from investment operations:
Net investment income ................... 0.64 0.64 0.64 0.60 0.57
Net gains or losses on securities (both
realized and unrealized) ................ (0.59) 0.28 0.30 0.61 (0.59)
----- ----- ----- ----- -----
Total from investment operations .......... 0.05 0.92 0.94 1.21 (0.02)
Less Distributions:
Dividends (from net investment income) .. (0.63) (0.63) (0.64) (0.60) (0.57)
Distributions (from capital gains) ...... (0.02) -- -- -- --
----- ----- ----- ----- -----
Total distributions ....................... (0.65) (0.63) (0.64) (0.60) (0.57)
----- ----- ----- ----- -----
Net asset value, end of period ............ $6.95 $7.55 $7.26 $6.96 $6.35
===== ===== ===== ===== =====
Total return .............................. 0.57% 13.24% 14.10% 19.67% (0.30)%

Ratios/Supplemental Data:
Net assets, end of period (in thousands) .. $769,828 $534,998 $265,528 $90,153 $9,249
Ratio of expenses to average net assets ... 1.85% 1.90% 1.92% 1.91% 2.19%
Ratio of net income to average net assets . 8.71% 8.66% 9.02% 8.86% 8.68%
Portfolio turnover rate ................... 35.34% 61.78% 119.33% 173.39% 184.75%
</TABLE>

- ----------
* Per share amounts are calculated based on average shares outstanding.

** Commencement of offering of shares.

+ Annualized.

++ For the year ended December 31, 1996.

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

<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

Your Retirement
Account Write: Retirement Plan Services
Seligman Data Corp.
100 Park Avenue, New York, NY 10017

Phone: Toll-Free (800) 445-1777

--------------------------------------------------------
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.
--------------------------------------------------------

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

<PAGE>

SELIGMAN
--------------------
U.S. Government
Securities Series

[GRAPHIC]

Prospectus
May 1, 1999

----------

Seeking High Current
Income by Investing in
US Government Securities

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

TXUSG1 5/99

<PAGE>

Table of Contents

The Fund

Investment Objective/Principal Strategies 1

Principal Risks 2

Past Performance 3

Fees and Expenses 4

Management 5

Year 2000 6

Shareholder Information

Deciding Which Class of Shares to Buy 7

Pricing of Fund Shares 9

Opening Your Account 9

How to Buy Additional Shares 10

How to Exchange Shares Between
The Seligman Mutual Funds 11

How to Sell Shares 11

Important Policies That May Affect
Your Account 12

Dividends and Capital Gain Distributions 13

Taxes 13

The Seligman Mutual Funds 14

Financial Highlights 15

How to Contact Us 17

For More Information back cover

TIMES CHANGE ... VALUES ENDURE

<PAGE>

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

The Fund

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES

The Fund's objective is high current income.

The Fund uses the following principal strategies to seek its objective:

The Fund generally invests at least 80% of its total assets in direct
obligations of the US Treasury, such as Treasury Bills, Treasury Notes and
Treasury Bonds, and in debt securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities and backed by the full faith and
credit of the US Government (US Government securities) which have maturities
greater than one year at the date of purchase by the Fund.

The Fund may invest up to 20% of its total assets in US Government securities
which have maturities of less than one year at the date of purchase by the Fund.

US Government securities include debt securities issued by US Government
agencies such as Federal Home Loan Banks, or the Federal Home Loan Mortgage
Corporation (Freddie Mac); mortgage-backed securities, such as those issued by
the Government National Mortgage Association (Ginnie Maes) and the Federal
National Mortgage Association (Fannie Maes); repurchase agreements involving
these securities; and obligations that, while not issued by the US Government or
its agencies, are backed by the full faith and credit of the US Government, such
as Title XI bonds.

When selecting individual securities for purchase by the Fund, the investment
manager:

o seeks to determine long-term trends in interest rates and adjust maturities
of portfolio securities accordingly. For example, if the manager believes
interest rates will decline or remain flat, the Fund will seek to purchase
securities with longer maturities, and if the investment manager expects
rates to rise, the Fund will seek to purchase securities with shorter
maturities.

o after determining the appropriate maturity, seeks to identify securities of
the same maturity that offer higher yields, which will provide more income
to the Fund.

The Fund generally sells securities in response to its belief in the changing
direction of long-term interest rates; when yield spreads become exceedingly
narrow and the investment manager believes that the Fund is not being amply
rewarded for buying securities with longer maturities (which generally offer
higher yields but are subject to more price volatility than securities with
shorter maturities); or when the Fund must meet cash requirements.

The Fund may purchase securities on a when-issued basis.

Except for its fundamental policy stated above, the Portfolio may change its
principal strategies if the Fund's Board of Directors believes doing so is
consistent with the Portfolio's objective.

The Fund's objective is a fundamental policy and may be changed only with the
approval of shareholders. As with any mutual fund, there is no guarantee the
Fund will achieve its objective.

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

<PAGE>

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

PRINCIPAL RISKS

The US Government does not guarantee the market value or the current yield of
government securities. The Fund's net asset value, yield, and total return will
fluctuate and are not guaranteed by the US Government.

The securities in which the Fund invests are considered among the safest of
fixed-income investments. However, their market values, like those of other debt
securities, will fluctuate with changes, real or anticipated, in the level of
interest rates. The Fund's net asset value per share will fluctuate with changes
in the market value of the securities held in its portfolio. Additionally, the
Fund's yield will vary based on the yield of its portfolio securities.

Generally, as interest rates rise, the value of the securities held by the Fund
will decline. Conversely, if interest rates decline, the value of the securities
held by the Fund will increase. This effect is usually more pronounced for
longer-term securities, like those in which the Fund invests. Longer-term
securities generally tend to produce higher yields but are subject to greater
market fluctuations as a result of changes in interest rates than fixed-income
securities with shorter maturities.

Repurchase agreements in which the Portfolio invests could involve certain risks
in the event of the default by the seller, including possible delays and
expenses in liquidating the securities underlying the agreement, decline in the
value of the underlying securities and loss of interest.

The Fund may purchase securities on a when-issued basis, in which case delivery
and payment normally take place within 45 days after the date of the commitment
to purchase the securities. Because the price to be paid and the interest rate
that will be received on the securities are each fixed at the time the Fund
enters into the commitment, there is a risk that yields available in the market
when delivery takes place may be higher than the yields obtained on the
when-issued securities. In addition, the market value of when-issued securities
may fluctuate between the time the Fund commits to purchase the securities and
the time of delivery of the securities.

Mortgage-backed securities in which the Fund invests may benefit less than other
fixed-income securities from declining interest rates because of the risk of
prepayment. Mortgage prepayments generally increase during a period of declining
interest rates. Prepayments increase the cash amounts available to the Fund for
investment and these amounts would have to be reinvested at lower interest
rates. In addition, prepayments on underlying mortgages result in a loss of
anticipated interest, and therefore, the actual yield to the Fund may be
different than the quoted yield on the securities. As a result, when interest
rates are declining, mortgage-backed securities may not increase as much as
other fixed-income securities of comparable maturities, although they may have a
similar risk of decline when interest rates rise.

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

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

<PAGE>

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

PAST PERFORMANCE

The Fund offers three Classes of shares. The information below 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 one widely-used measure of US Government Bond
performance and one measure of the performance of mutual funds with investment
objectives similar to the Fund.

Class A Annual Total Returns - Calendar Years

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

Annual Total
Calendar Year Returns
------------- -------
1989 9.3%
1990 6.4%
1991 14.1%
1992 5.8%
1993 7.5%
1994 (3.9%)
1995 18.2%
1996 (0.3%)
1997 8.5%
1998 8.5%

Best calendar quarter return: XX.X% - quarter ended ____

Worst calendar quarter return: XX.X% - quarter ended ____

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Average Annual Total Returns - Periods Ended 12/31/98

CLASS B CLASS D
ONE FIVE TEN SINCE INCEPTION SINCE INCEPTION
YEAR YEARS YEARS 1/1/97 9/21/93
---- ----- ----- ------- -------
<S> <C> <C> <C> <C> <C>
Class A 3.35% 4.88% 6.70% -- --
Class B 2.78 n/a n/a 5.68% --
Class D 6.78 5.01 n/a -- 4.61%
Lehman Brothers Government
Bond Index 9.85 7.19 9.17 9.72 6.76(1)
Lipper General US Government
Bond Funds Average 8.08 6.16 8.15 8.55 5.77(1)

The Lipper General USGovernment Bond Funds Average and the Lehman Brothers
Government Bond Index are unmanaged benchmarks that assume investment of
dividends. The Lipper General USGovernment Bond Funds Average excludes the
effect of sales charges and the Lehman Brothers Government Bond Index excludes
the effect of fees and sales charges. The Lehman Brothers Government Bond Index
measures the performance of USGovernment Bonds and the Lipper General
USGovernment Bond Funds Average measures the performance of mutual funds with
investment objectives similar to the Fund.

(1) From September 30, 1993.
- -------------------------------------------------------------------------------------------------------------
</TABLE>

3
- --------------------------------------------------------------------------------

<PAGE>

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

FEES AND EXPENSES

<TABLE>
<CAPTION>
Shareholder Fees Class A Class B Class D
- ---------------- ------- ------- -------
<S> <C> <C> <C>
Maximum Sales Charge (Load) on Purchases
(as a % of offering price) ................................................................ 4.75%(1) none none

Maximum Contingent Deferred Sales Charge (Load) (CDSC) on Redemptions (as a % of
original purchase price or current net asset value,
whichever is less) ........................................................................ none(1) 5% 1%

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

Management Fees ............................................................................. .50% .50% .50%
Distribution and/or Service (12b-1) Fees .................................................... .22% 1.00% 1.00%
Other Expenses .............................................................................. .33% .33% .33%
---- ---- ----
Total Annual Fund Operating Expenses ........................................................ 1.05% 1.83% 1.83%
==== ==== ====
</TABLE>

(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.

- -------------------------------------------
Management Fees:

Fees paid out of Fund assets to the
investment manager to compensate it for
managing the Fund.

12b-1 Fees:

Fees paid by each Class, pursuant to a
plan adopted by the Fund 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
for providing services to shareholders.

Other Expenses:

Miscellaneous expenses of running the
Fund, including such things as transfer
agency, registration, custody, and
auditing and legal fees.
- -------------------------------------------

Example

1 Year 3 Years 5 Years 10 Years
----- ------- ------- -------
Class A $ $ $ $
Class B
Class D

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 $ $ $ $
Class B
Class D

+ Class B shares will automatically convert to Class A shares after eight
years.

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

<PAGE>

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

MANAGEMENT

The Fund's Board of Directors provides broad supervision over the affairs of the
Fund.

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

Seligman 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):
The Fund's shareholder service agent;
provides shareholder account services to
the Fund at cost.
- -------------------------------------------

Portfolio Management

The Fund is managed by the Seligman Taxable Fixed Income Group, headed by Gary
S. Zeltzer. Mr. Zeltzer joined Seligman in March 1998 as Senior Vice President,
Manager Taxable Fixed Income. He is a Vice President of the Fund and has been a
Portfolio Manager of the Fund since March 1998. Prior to joining Seligman, Mr.
Zeltzer was a Group Vice President and Portfolio Manager at Schroder Capital
Management from July 1979 to March 1998. Mr. Zeltzer also manages Seligman Cash
Management Fund; Inc.; and he manages the Seligman Bond Portfolio and the
Seligman Cash Management Portfolio, two portfolios of Seligman Portfolios, Inc.

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

<PAGE>

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

YEAR 2000

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

<PAGE>

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

Shareholder Information

DECIDING WHICH CLASS OF SHARES TO BUY

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.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Class A

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

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

(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.

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

- --------------------------------------------------------------------------------
Class B

o No initial sales charge on purchases.

o A declining CDSC on shares sold within 6 years of purchase:

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

o Automatic conversion to Class A shares after eight years, resulting in
lower ongoing 12b-1 fees.

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

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

<PAGE>

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

- --------------------------------------------------------------------------------
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 automatic conversion to Class A shares, so you will be subject to
higher ongoing 12b-1 fees indefinitely.

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

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.

How CDSCs Are Calculated

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

<PAGE>

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

PRICING OF FUND SHARES

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

OPENING YOUR ACCOUNT

- -----------------------------------------
You may buy shares of the Fund for all
types of tax-deferred retirement plans.
Contact Retirement Plan Services at the
address or phone number listed on the
inside back cover of this prospectus for
information and to receive the proper
forms.
- -----------------------------------------

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 to15 calendar days
from the date of your purchase.

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

<PAGE>

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

HOW TO BUY ADDITIONAL SHARES

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.

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

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.

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

<PAGE>

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

HOW TO EXCHANGE SHARES BETWEEN THE SELIGMAN MUTUAL FUNDS

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

HOW TO SELL SHARES

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

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 Fund 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 need to provide additional documents to sell Fund 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 may also use the following account service to sell Fund shares:

Check Redemption Service. The Check Redemption Service allows a shareholder to
request Seligman Data Corp. to provide redemption checks to be drawn on the
shareholder's account in amounts of $500 or more. The shareholder may elect to
use this service on the Account Application or by later written request to
Seligman Data Corp. Shares for which certificates have been issued will not be
available for redemption under this service. Contact your financial advisor for
more information.

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

<PAGE>

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

IMPORTANT POLICIES THAT MAY AFFECT YOUR ACCOUNT

To protect you and other shareholders, the 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 the 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 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.

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.

The Fund 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

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

<PAGE>

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

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 or if you own Fund shares in a Seligman tax-deferred
retirement plan.

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

- ------------------------------------------
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 a fund's assets
before it calculates its NAV.
- ------------------------------------------

TAXES

You may be taxed at different rates on capital gains distributed by the Fund
depending on the length of time the Fund holds its assets.

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

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

<PAGE>

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

THE SELIGMAN MUTUAL FUNDS

EQUITY

SPECIALTY
- --------------------------------------------------------------------------------
Seligman Communications and
Information Fund

Seeks capital appreciation by investing in companies operating in all aspects of
the communications, information, and related industries.

Seligman Henderson Global Technology Fund

Seeks long-term capital appreciation by investing primarily in global securities
(US and non-US) of companies in the technology and technology-related
industries.

Seligman Henderson Emerging Markets Growth Fund

Seeks long-term capital appreciation by investing primarily in equity securities
of companies in emerging markets.

SMALL COMPANY
- --------------------------------------------------------------------------------
Seligman Frontier Fund

Seeks growth of capital by investing primarily in small company growth stocks.

Seligman Small-Cap Value Fund

Seeks long-term capital appreciation by investing in equities of small
companies, deemed to be "value" companies by the investment manager.

Seligman Henderson Global Smaller Companies Fund

Seeks long-term capital appreciation by investing in securities of smaller
companies around the world, including the US.

MEDIUM COMPANY
- --------------------------------------------------------------------------------
Seligman Capital Fund

Seeks capital appreciation by investing in the common stocks of companies with
significant potential for growth.

LARGE COMPANY
- --------------------------------------------------------------------------------
Seligman Growth Fund

Seeks long-term growth of capital value and an increase in future income.

Seligman Henderson Global Growth Opportunities Fund

Seeks capital appreciation by investing primarily in equity securities of
companies that have the potential to benefit from global economic or social
trends.

Seligman Large-Cap Value Fund

Seeks long-term capital appreciation by investing in equities of large
companies, deemed to be "value" companies by the investment manager.

Seligman Common Stock Fund

Seeks favorable, but not the highest, current income and long-term growth of
both income and capital, without exposing capital to undue risk.

Seligman Henderson International Fund

Seeks long-term capital appreciation by investing in securities of medium- to
large-sized companies, primarily in the developed markets outside the US.

BALANCED
- --------------------------------------------------------------------------------
Seligman Income Fund

Seeks high current income and improvement in capital value over the long term,
consistent with prudent risk of capital.

FIXED-INCOME

INCOME
- --------------------------------------------------------------------------------
Seligman High-Yield Bond Fund

Seeks to maximize current income by investing in a diversified portfolio of
high-yielding, high-risk corporate bonds, commonly referred to as "junk bonds."

Seligman U.S. Government Securities Fund

MUNICIPAL
- --------------------------------------------------------------------------------
Seligman Municipal Funds:
National Fund

Seeks maximum income, exempt from regular federal income taxes.

State-specific funds:*

Seek to maximize income exempt from regular federal income taxes and from
regular income taxes in the designated state.

California Louisiana New Jersey
o High-Yield Maryland New York
o Quality Massachusetts North Carolina
Colorado Michigan Ohio
Florida Minnesota Oregon
Georgia Missouri Pennsylvania
South Carolina

* A small portion of income may be subject to state taxes.

MONEY MARKET
- --------------------------------------------------------------------------------
Seligman Cash Management Fund

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

<PAGE>

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

Financial Highlights

The tables below are intended to help you understand each Class's financial
performance 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. ,
independent auditors, have audited this information. Their report, along with
the Fund's financial statements, is included in the Fund's annual report, which
is available upon request.

CLASS A

<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------------------------------------
1998 1997 1996 1995 1994
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Per Share Data*:
Net asset value, beginning of period ........... $6.88 $6.71 $7.15 $6.47 $7.18
----- ----- ----- ----- -----
Income from investment operations:
Net investment income ........................ 0.36 0.38 0.41 0.46 0.44
Net gains or losses on securities
(both realized and unrealized) ............. 0.21 0.17 (0.44) 0.68 (0.71)
----- ----- ----- ----- -----
Total from investment operations ............... 0.57 0.55 (0.03) 1.14 (0.27)
Less distributions:
Dividends (from net investment income) ....... (0.36) (0.38) (0.41) (0.46) (0.44)
----- ----- ----- ----- -----
Total distributions ............................ (0.36) (0.38) (0.41) (0.46) (0.44)
----- ----- ----- ----- -----
Net asset value, end of period ................. $7.09 $6.88 $6.71 $7.15 $6.47
===== ===== ===== ===== =====
Total return ................................... 8.46% 8.53% (0.29)% 18.15% (3.88)%

Ratios/Supplemental Data:
Net assets, end of period (in thousands) ....... $55,503 $45,426 $46,889 $55,061 $54,714
Ratio of expenses to average net assets ........ 1.05% 1.23% 1.14% 1.14% 1.10%
Ratio of net income to average net assets ...... 5.11% 5.68% 6.05% 6.71% 6.49%
Portfolio turnover rate ........................ 99.43% 193.90% 175.25% 213.06% 445.18%
</TABLE>

- ----------
* Per share amounts are calculated based on average shares outstanding.

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

<PAGE>

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

CLASS B

Year ended 1/1/97**
December 31, to
1998 12/31/97
----- -----
Per Share Data*:
Net asset value, beginning of period .......... $6.89 $6.73
----- -----
Income from investment operations:
Net investment income ....................... 0.30 0.33
Net gains or losses on securities
(both realized and unrealized) ............ 0.22 0.16
----- -----
Total from investment operations .............. 0.52 0.49
Less Distributions:
Dividends (from net investment income) ...... (0.30) (0.33)
----- -----
Total distributions ........................... (0.30) (0.33)
----- -----
Net asset value, end of period ................ $7.11 $6.89
===== =====
Total return .................................. 7.78% 7.32%
Ratios/Supplemental Data:
Net assets, end of period (in thousands) ...... $27,924 $3,219
Ratio of expenses to average net assets ....... 1.83% 2.01%
Ratio of net income to average net assets ..... 4.33% 4.90%
Portfolio turnover rate ....................... 99.43% 193.90%

<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------------------------------------
CLASS D 1998 1997 1996 1995 1994
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Per Share Data*:
Net asset value, beginning of period .......... $6.89 $6.73 $7.16 $6.48 $7.20
----- ----- ----- ----- -----
Income from investment operations:
Net investment income ....................... 0.30 0.33 0.36 0.40 0.37
Net gains or losses on securities
(both realized and unrealized) ............ 0.22 0.16 (0.43) 0.68 (0.72)
----- ----- ----- ----- -----
Total from investment operations .............. 0.52 0.49 (0.07) 1.08 (0.35)
Less distributions:
Dividends (from net investment income) ...... (0.30) (0.33) (0.36) (0.40) (0.37)
----- ----- ----- ----- -----
Total distributions ........................... (0.30) (0.33) (0.36) (0.40) (0.37)
----- ----- ----- ----- -----
Net asset value, end of period ................ $7.11 $6.89 $6.73 $7.16 $6.48
===== ===== ===== ===== =====
Total return .................................. 7.78% 7.53% (0.92)% 17.10% (5.05)%
Ratios/Supplemental Data:
Net assets, end of period (in thousands) ...... $26,614 $12,350 $9,283 $8,181 $6,062
Ratio of expenses to average net assets ....... 1.83% 2.01% 1.92% 2.01% 2.22%
Ratio of net income to average net assets ..... 4.33% 4.90% 5.27% 5.84% 5.40%
Portfolio turnover rate ....................... 99.43% 193.90% 175.25% 213.06% 445.18%
</TABLE>

- ----------
* Per share amounts are calculated based on average shares outstanding.

** Commencement of offering of shares.

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

<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

Your Retirement
Account Write: Retirement Plan Services
Seligman Data Corp.
100 Park Avenue, New York, NY 10017

Phone: Toll-Free (800) 445-1777

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

<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 an discussion of the market conditions and
investment strategies that significantly affected the Fund's
performance during its last fiscal year.
------------------------------------------------------------

SELIGMAN ADVISORS, INC.
an affiliate of
[LOGO]
J. & W. SELIGMAN & CO.
INCORPORATED
ESTABLISHED 1864
100 Park Avenue, New York, NY 10017

Information about the Fund, including the SAI, can be viewed and copied at the
SEC's Public Reference Room in Wasington, 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 NUMBER: 811-4103

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

<PAGE>

SELIGMAN HIGH INCOME FUND SERIES

Seligman U.S. Government Securities Series
Seligman High-Yield Bond Series

Statement of Additional Information
May 1, 1999

100 Park Avenue
New York, New York 10017
(212) 850-1864
Toll Free Telephone: (800) 221-2450
For Retirement Plan Information - Toll-Free Telephone: (800) 445-1777

This Statement of Additional Information (SAI) expands upon and supplements the
information contained in the current Prospectuses, dated May 1, 1999, for each
of the Seligman High-Yield Bond Series and the Seligman U.S. Government
Securities Series of the Seligman High-Income Fund Series (the "Fund"). This
SAI, although not in itself a prospectus, is incorporated by reference into each
Series' Prospectus in its entirety. It should be read in conjunction with each
Series' Prospectus, which you may obtain by writing or calling the Fund at the
above address or telephone numbers.

The financial statements and notes included in each Series' Annual Report, and
the Independent Auditors' Report thereon, are incorporated herein by reference.
An 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 Series and their Investments and Risks............. 2
Management of each Series............................................. 5
Control Persons and Principal Holders of Securities................... 10
Investment Advisory and Other Services................................ 10
Brokerage Allocation and Other Practices.............................. 16
Shares of Beneficial Interest and Other Securities ................... 17
Purchase, Redemption, and Pricing of Shares........................... 17
Taxation of each Series............................................... 22
Underwriters.......................................................... 23
Calculation of Performance Data ...................................... 25
Financial Statements.................................................. 27
General Information................................................... 27
Appendix A............................................................ 28
Appendix B............................................................

<PAGE>

Fund History

The Fund was organized as a business trust under the laws of the state of
Massachusetts on July 27, 1984.

Description of the Fund and Its Investments and Risks

Classification

The Fund is a diversified open-end management investment company, or mutual
fund. It consists of two separate and distinct series: the Seligman U.S.
Government Securities Series and the Seligman High-Yield Bond Series.

Investment Strategies and Risks

The following information regarding the each Series' investments and risks
supplements the information contained in each Series' Prospectus.

US Government Securities. The U.S. Government Securities Series intends to
invest in US government securities. These securities are considered among the
safest of fixed-income investments; however, their market values, like those of
other debt securities, will fluctuate with changes in interest rates. The net
asset value of the Series' shares will fluctuate with changes in the market
value of its portfolio securities and the Series' yield will vary based on the
yield of its portfolio securities. Generally, as interest rates decline, the
value of the U.S. government securities held by the Series will increase.
Conversely, if interest rates rise, the value of the securities held by the
Series will decline. This effect is usually more pronounced for longer-term
securities, which generally tend to produce higher yields but are subject to
greater market fluctuations as a result of changes in interest rates than debt
securities with shorter maturities. Neither the Series' net asset value nor its
yield is guaranteed by the U.S. government.

Foreign Securities. The High-Yield Bond Series may invest up to 10% of its total
assets in debt securities of foreign issuers. Foreign investments may be
affected favorably or unfavorably by changes in currency rates and exchange
control regulations. There may be less information available about a foreign
company than about a U.S. company, and foreign companies may not be subject to
reporting standards and requirements comparable to those applicable to U.S.
companies. Foreign debt securities and their markets may not be as liquid as
U.S. securities and their markets. Securities of foreign companies may involve
greater market risk than securities of U.S. companies, and foreign brokerage
commissions and custody fees are generally higher than in the United States.
Investments in foreign debt securities may also be subject to local economic or
political risks, such as political instability of some foreign governments and
the possibility of nationalization of issuers.

Illiquid Securities. The High-Yield Bond Series may invest up to 15% of its net
assets in illiquid securities, including restricted securities (i.e., securities
not readily marketable without registration under the Securities Act of 1933
(the "1933 Act")) and other securities that are not readily marketable, such as
repurchase agreements of more than one week's duration. The Series may purchase
restricted securities that may be offered and sold only to "qualified
institutional buyers" under Rule 144A of the 1933 Act, and the investment
manager, acting pursuant to procedures approved by 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
this determination be made, the investment manager, acting pursuant to such
procedures, 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 Series, if and to the extent that qualified institutional
buyers become for a time uninterested in purchasing Rule 144A securities.

<PAGE>

Mortgage-Backed Securities. The U.S. Government Securities Series may invest in
mortgage-backed securities. Mortgage-backed securities include securities that
represent interests in pools of mortgage loans made by lenders such as savings
and loan institutions, mortgage bankers, and commercial banks. Such securities
provide a "pass-through" of monthly payments of interest and principal made by
the borrowers on their residential mortgage loans (net of any fees paid to the
issuer or guarantor of such securities). Although the residential mortgages
underlying a pool may have maturities of up to 30 years, a pool's effective
maturity may be reduced by prepayments of principal on the underlying mortgage
obligations. Factors affecting mortgage prepayments include, among other things,
the level of interest rates, general economic and social conditions and the
location and age of the mortgages. High interest rate mortgages are more likely
to be prepaid than lower-rate mortgages; consequently, the effective maturities
of mortgage-related obligations that pass-through payments of higher-rate
mortgages are likely to be shorter than those of obligations that pass-through
payments of lower-rate mortgages. If such prepayment of mortgage-related
securities in which the Portfolio invests occurs, the Portfolio may have to
invest the proceeds in securities with lower yields.

The Government National Mortgage Association ("GNMA") is a US Government
corporation within the Department of Housing and Urban Development, authorized
to guarantee, with the full faith and credit of the US Government, the timely
payment of principal and interest on securities issued by institutions approved
by GNMA (such as savings and loan institutions, commercial banks and mortgage
bankers) and backed by pools of Federal Housing Administration insured or
Veterans Administration guaranteed residential mortgages. These securities
entitle the holder to receive all interest and principal payments owed on the
mortgages in the pool, net of certain fees, regardless of whether or not the
mortgagors actually make the payments. Other government-related issuers of
mortgage-related securities include the Federal National Mortgage Association
("FNMA"), a government-sponsored corporation subject to general regulation by
the Secretary of Housing and Urban Development but owned entirely by private
stockholders, and the Federal Home Loan Mortgage Corporation ("FHLMC"), a
corporate instrumentality of the US Government created for the purpose of
increasing the availability of mortgage credit for residential housing that is
owned by the twelve Federal Home Loan Banks. FHLMC issues Participation
Certificates ("PCs"), which represent interests in mortgages from FHLMC's
national portfolio. FHLMC guarantees the timely payment of interest and ultimate
collection of principal, but PCs are not backed by the full faith and credit of
the US Government. Pass-through securities issued by FNMA are backed by
residential mortgages purchased from a list of approved seller/servicers and are
guaranteed as to timely payment of principal and interest by FNMA, but are not
backed by the full faith and credit of the US Government.

Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create
pass-through securities based on pools of conventional residential mortgage
loans. Securities created by such non-governmental issuers may offer a higher
rate of interest than government-related securities; however, timely payment of
interest and principal may or may not be supported by insurance or guarantee
arrangements, and there can be no assurance that the private issuers can meet
their obligations.

Preferred Stock. The High-Yield Bond Series may invest up to 10% of its total
assets in preferred stock, including non-investment grade preferred stock.
Certain preferred stock issues may offer higher yields than similar bond issues
because their rights are subordinated to the bonds. Consequently, such preferred
stock issues will have a greater risk potential. The investment manager will try
to minimize this greater risk potential through its investment process. However,
there can be no assurance that losses will not occur.

Repurchase Agreements. Each Series of the Fund may enter into repurchase
agreements with commercial banks and with broker/dealers to invest cash for the
short-term. A repurchase agreement is an agreement under which a Series acquires
a money market instrument, generally a US Government obligation qualified for
purchase by a Series, subject to resale at an agreed upon price and date. Such
resale price reflects an agreed upon interest rate effective for the period of
time the instrument is held by

<PAGE>

the Series and is unrelated to the interest rate on the instrument. Repurchase
agreements could involve certain risks in the event of bankruptcy or other
default by the seller, including possible delays and expenses in liquidating the
securities underlying the agreement, decline in value of the underlying
securities and loss of interest. Repurchase agreements usually are for short
periods, such as one week or less, but may be for longer periods. Although the
U.S. Government Securities Series may enter into repurchase agreements with
respect to any money market instruments qualified for purchase, such agreements
generally involve only US Government securities and will only involve securities
issued or guaranteed by the US Government. As a matter of fundamental policy,
each Series will not enter into repurchase agreements of more than one week's
duration if more than 10% of its total assets would be invested in such
agreements and in restricted and other illiquid securities.

When-Issued Securities. Each Series may purchase securities on a when-issued
basis, in which case delivery and payment normally take place within 45 days
after the date of the commitment to purchase. The payment obligation and the
interest rate that will be received on the securities are each fixed at the time
the buyer enters into the commitment. Although a Series will only purchase
securities on a when-issued basis with the intention of actually acquiring the
securities, the Series may sell these securities before the settlement date if
it is deemed advisable.

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

A separate account of each of the Series consisting of cash or liquid high-grade
debt securities equal to the amount of the when-issued commitments will be
established with Investors Fiduciary Trust Company, the Fund's portfolio
securities custodian, and marked to market daily, with additional cash or liquid
high grade debt securities added when necessary. When the time comes to pay for
when-issued securities, each Series will meet its respective obligations from
then available cash flow, sale of securities held in the separate account, sale
of other securities or, although they would not normally expect to do so, from
the sale of the when-issued securities themselves (which may have a value
greater or less than the Series' payment obligations). Sale of securities to
meet such obligations carries with it a greater potential for the realization of
capital gain or loss.

Borrowing. The High-Yield Bond Series may borrow money only from banks and only
for temporary or emergency purposes (but not for the purchase of portfolio
securities) in an amount not to exceed 15% of the value of its total assets. The
Series will not purchase additional portfolio securities if the Series has
outstanding borrowings in excess of 5% of the value of its total assets.

Lending of Portfolio Securities. Each Series of the Fund may lend portfolio
securities to brokers or dealers, banks, or other institutional borrowers of
securities. Loaned securities may not be returned by a borrower; however, a
borrower must maintain with the Series cash or equivalent collateral such as
Treasury Bills, equal to at least 100% of the market value of the securities
loaned. During the time portfolio securities are on loan, the borrower pays the
Series any income accruing on the loaned securities and the Series may invest
the cash collateral and earn additional income or may receive an agreed upon
amount of interest income from the borrower. Loans will generally be short-term.
Loans are subject to termination at the option of the Series or the borrower.
Each Series may pay reasonable administrative and custodial fees in connection
with a loan and may pay a negotiated portion of the interest earned on the cash
or equivalent collateral to the borrower or placing broker. The lending of
portfolio securities may involve certain risks such as: 1) an increase in the
market value of the borrowed securities without a corresponding increase in the
value of the posted collateral might result in an

<PAGE>

imbalance in value between the borrowed securities and the collateral; 2) in the
event the borrower sought protection under the Federal bankruptcy laws,
repayment of the borrowed securities to the Series might be delayed; and 3) the
borrower might refuse to repay the borrowed securities. The Series may lend
portfolio securities to the extent that the investment manager deems appropriate
in seeking to achieve the Series' investment objective and with only a prudent
degree of risk.

Except as otherwise specifically noted above and below, each Series' investment
policies are not fundamental and the Board of Trustees of the Fund may change
such policies without the vote of a majority of each Series' outstanding voting
securities, as defined below.

Fund Policies

Each Series 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 each Series' outstanding voting securities. Under these policies,
each 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% 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;

- - Mortgage or pledge any of its assets, except to the extent necessary to
effect borrowings permitted by the preceding paragraph and provided that
this limitation does not prohibit escrow, collateral or margin arrangements
in connection with (a) the writing of covered call options by the U.S.
Government Securities Series; (b) the purchase of put options by the U.S.
Government Securities Series or (c) the sale of interest rate futures
contracts and the purchase or sale of options on such contracts by the U.S.
Government Securities Series;

- - Make "short" sales of securities, or purchase securities on "margin" except
that for purposes of this limitation, initial and variation payments or
deposits in connection with interest rate futures contracts and related
options by the U.S. Government Securities Series will not be deemed to be
the purchase of securities on margin; write or purchase put or call options
except that the U.S. Government Securities Series may write covered call
options and the U.S. Government Securities Series may purchase put options
and may purchase and sell options on interest rate futures and may engage
in closing transactions with respect to such options. The Series has no
present intention of investing in these types of securities, and will not
do so without the prior approval of the Fund's Board of Trustees;

- - Purchase securities of any issuer if immediately thereafter more than 5% of
total assets at market would be invested in the securities of any one
issuer, other than the U.S. Government, its agencies or instrumentalities;
buy more than 10% of the voting securities of any one issuer, other than
U.S. Government agencies or instrumentalities; or invest to control or
manage any company;

- - Invest more than 25% of the market value of its total assets in securities
of issuers in any one industry; for the purpose of this limitation,
mortgage-related securities do not constitute an industry;

- - 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 in
real property;

- - Purchase or sell commodities and commodity futures contracts except that
the U.S. Government Securities Series may sell interest rate futures
contracts and may write call options and may purchase put options with
respect to such contracts and may engage in closing transactions with
respect to all

<PAGE>

such transactions. The Series has no present intention of investing in
these types of securities, and will not do so without the prior approval of
the Fund's Board of Trustees;

- - Invest more than 5% of the value of its total assets, at market value, in
securities of any company which, with its predecessors, has been in
operation less than three continuous years, provided, however, that
securities guaranteed by a company that (including predecessors) has been
in operation at least three continuous years shall be excluded from this
calculation;

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

- - Engage in transactions with its Trustees and officers, or firms they are
associated with, in connection with the purchase or sale of securities,
except as broker;

- - Underwrite the securities of other issuers, 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; or

- - Make loans, except loans of securities of the Series and except to the
extent the purchase of notes, bonds or other evidences of indebtedness, or
the entry into repurchase agreements may be considered loans.

Each Series may not change its investment objective without shareholder
approval.

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

Temporary Defensive Position

When the investment manager believes that market conditions warrant a temporary
defensive position, the High-Yield Bond Series may invest up to 100% of its
assets in short-term instruments, including, but not limited to, prime
commercial paper, bank certificates of deposit, bankers' acceptances, or
repurchase agreements for such securities, and securities of the US Government
and its agencies and instrumentalities, as well as cash and cash equivalents
denominated in foreign currencies. The High-Yield Bond Series' investments in
foreign short-term instruments will be limited to those that, in the opinion of
the investment manager, equate generally to the standards established for US
short-term instruments. Investments in bank obligations will be limited at the
time of investment to the obligations 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 obligations of the 100 largest foreign banks in terms
of assets with branches or agencies in the United States. The High-Yield Bond
Series may also invest in high-yield, medium and lower quality corporate notes.

Portfolio Turnover

Each Series' portfolio turnover rate is calculated by dividing the lesser of
purchases or sales of portfolio securities for the 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 the U.S.
Government Securities Series and the High-Yield Bond Series for the years ended
December 31, 1998 and 1997 were __% and 193.90%, and __% and 61.78%,
respectively.

<PAGE>

Management of the Fund

Board of Trustees

The Board of Trustees provides broad supervision over the affairs of each
Series.

Management Information

Trustees and officers of the Fund, together with information as to their
principal business occupations during the past five years are shown below. Each
Trustee who is an "interested person" of the Fund, as defined in the 1940 Act,
is indicated by an asterisk. Unless otherwise indicated, their addresses are 100
Park Avenue, New York, NY 10017.

<TABLE>
<CAPTION>
Name, Principal
(Age) and Positions(s) Held Occupation(s) During
Address with Fund Past 5 Years
------- --------- ------------
<S> <C> <C>
William C. Morris* Trustee, Chairman of the Chairman, J. & W. Seligman & Co. Incorporated,
(60) Board, Chief Executive Chairman and Chief Executive Officer, the Seligman
Officer and Chairman of the Group of investment companies; Chairman, Seligman
Executive Committee Advisors, Inc, Seligman 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* Trustee, President and Member Director and President, J. & W. Seligman & Co.
(46) of the Executive Committee Incorporated; President (with the exception of
Seligman Quality Municipal Fund, Inc. and Seligman
Select Municipal Fund, Inc.) and Director or
Trustee, the Seligman Group of investment companies;
Chairman, Seligman Data Corp.; Director, ICI Mutual
Insurance Company; Seligman Advisors, Inc., and
Seligman Services, Inc.

Richard R. Schmaltz* Trustee and Member of the Director and Managing Director, Director of
(58) Executive Committee Investments, J. & 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>

<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 Trustee Dean, Fletcher School of Law and Diplomacy at Tufts
(69) University; Director or Trustee, the Seligman Group
Tufts University of investment companies; Chairman, American Council
Packard Avenue, on Germany; a Governor of the Center for Creative
Medford, MA 02155 Leadership; Director; 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 Trustee Retired President, Sarah Lawrence College; Director
(63) or Trustee, the Seligman Group of investment
18 Highland Circle companies; Director, the Committee for Economic
Bronxville, NY 10708 Development; and Chairman, The Rockefeller
Foundation, charitable foundation. Formerly,
Trustee, The Markle Foundation, philanthropic
organization; and Director, NYNEX, telephone
company; and International Research and Exchange
Board, intellectual exchanges.

Frank A. McPherson Trustee Retired Chairman and Chief Executive Officer of
(65) Kerr-McGee Corporation; Director or Trustee, the
2601 Northwest Expressway, Seligman Group of investment companies; Director,
Suite 805E Kimberly-Clark Corporation, consumer products; Bank
Oklahoma City, OK 73112 of Oklahoma Holding Company; Baptist 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>

<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 Trustee Retired Chairman and Senior Partner, Sullivan &
(69) Cromwell, law firm; Director or Trustee, the
125 Broad Street, Seligman Group of investment companies; Director,
New York, NY 10004 Commonwealth Industries, 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 Trustee Attorney; Director or Trustee, the Seligman Group of
(56) investment companies; Trustee, The Geraldine R.
P.O. Box 449 Dodge Foundation, charitable foundation; and
Gladstone, NJ 07934 Chairman of the Board of Trustees of St. George's
School (Newport, RI). Formerly, Director, the
National Association of Independent Schools
(Washington, DC).

James C. Pitney Trustee Retired Partner, Pitney, Hardin, Kipp & Szuch, law
(72) firm; Director or Trustee, the Seligman Group of
Park Avenue at Morris County, investment companies. Formerly, Director, Public
P.O. Box 1945, Morristown, NJ Service Enterprise Group, public utility.
07962

James Q. Riordan Trustee Director or Trustee, the Seligman Group of
(71) investment companies; Director, The Houston
675 Third Avenue, Exploration Company; The Brooklyn Museum, KeySpan
Suite 3004 Energy Corporation; and Public Broadcasting Service;
New York, NY 10017 and Trustee, the Committee for 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 Trustee Retired Vice President, Pfizer Inc.; Director or
(66) Trustee, the Seligman Group of investment companies.
96 Evergreen Avenue, Formerly, Director, USLIFE Corporation.
Rye, NY 10580
</TABLE>

<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 Trustee Director and Consultant, Sammons Enterprises, Inc.;
(63) Director or Trustee, the Seligman Group of
6606 Forestshire Drive investment companies; C-SPAN; and CommScope, Inc.
Dallas, TX 75230 manufacturer of coaxial cables. Formerly, Executive
Vice President, Chief Operating Officer, Sammons
Enterprises, Inc.; and Director, Red Man Pipe and
Supply Company, piping and other materials.

Daniel J. Charleston Vice President and Portfolio Managing Director, J. & W. Seligman & Co.
(39) Manager Incorporated; Vice President and Portfolio Manager,
one other open-end investment company in the
Seligman Group.

Gary S. Zeltzer Vice President and Portfolio Senior Vice President, J. & W. Seligman & Co.
(47) Manager Incorporated; Vice President and Portfolio Manager,
two other open-end investment companies in the
Seligman Group.

Lawrence P. Vogel Vice President Senior Vice President, Finance, J. & W. Seligman &
(42) Co. 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 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
(41) and 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 Fund for
which no market valuation is available, and to elect or appoint officers of the
Fund to serve until the next meeting of the Board.

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

<PAGE>

Compensation

<TABLE>
<CAPTION>
Pension or Total Compensation
Aggregate Retirement Benefits from Fund and
Name and Compensation Accrued as Part of Fund Complex Paid
Position with Fund from Fund (1) Fund Expenses to Trustees (1)(2)
------------------ ------------- ------------- ------------------
<S> <C> <C> <C>
William C. Morris, Trustee and Chairman N/A N/A N/A
Brian T. Zino, Trustee and President N/A N/A N/A
Richard R. Schmaltz, Trustee N/A N/A N/A
John R. Galvin, Trustee $ N/A $79,000
Alice S. Ilchman, Trustee N/A 73,000
Frank A. McPherson, Trustee N/A 79,000
John E. Merow, Trustee N/A 77,000
Betsy S. Michel, Trustee N/A 79,000
James C. Pitney, Trustee N/A 75,000
James Q. Riordan, Trustee N/A 75,000
Robert L. Shafer, Trustee N/A 75,000
James N. Whitson, Trustee (d) N/A 79,000(d)
</TABLE>
- ----------
(1) For the Fund's year ended December 31, 1998. Effective January 16, 1998,
the per meeting fee for Trustees 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.

The Fund has a compensation arrangement under which outside trustees may elect
to defer receiving their fees. The Fund has adopted a Deferred Compensation Plan
under which a trustee 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
trustee. The cost of such fees and earnings is included in trustees' fees and
expenses, and the accumulated balance thereof is included in other liabilities
in the Fund's financial statements. The total amount of deferred compensation
(including earnings) payable in respect of the Fund to Mr. Whitson as of
December 31, 1998 was $___. Messrs. Merow and Pitney no longer defer current
compensation; however, they have accrued deferred compensation in the amounts of
$___ and $___, respectively, as of December 31, 1998.

The Fund may, but is not obligated to, purchase shares of Seligman Group
investment companies to hedge its obligations in connection with the Fund's
Deferred Compensation Plan.

Sales Charges

Class A shares of each Series of the Fund may be issued without a sales charge
to present and retired directors, trustees, officers, employees (and their
family members) of the Fund, the other investment companies in the Seligman
Group, and J. & W. Seligman & Co. Incorporated and its affiliates. Family
members are defined to include lineal descendants and lineal ancestors, siblings
(and their spouses and children) and any company or organization controlled by
any of the foregoing. Such sales may also be made to employee benefit plans and
thrift plans for such persons and to any investment advisory, custodial, trust
or other fiduciary account managed or advised by J. & W. Seligman & Co.
Incorporated or any affiliate. The sales may be made for investment purposes
only, and shares may be resold only to each Series of the Fund, respectively.

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.

<PAGE>

Control Persons and Principal Holders of Securities

Control Persons

As of January 31, 1999, there was no person or persons who controlled either the
U.S. Government Securities Series or the High-Yield Bond Series, either through
a significant ownership of shares or any other means of control.

Principal Holders

As of January 31, 1999, 18.30% of the U.S. Government Securities Series' and
17.09% of the High-Yield Bond Series' Class A common stock then outstanding, and
72.61% of the U.S. Government Securities Series' and 33.54% of the High-Yield
Bond Series' Class B common stock then outstanding and 47% of the U.S.
Government Securities Series' and 39.29% of the High-Yield Bond Series' Class D
common stock then outstanding, were owned of record by Merrill Lynch Pierce
Fenner & Smith for the Sole Benefit of Its Customers, Attn. Fund Administrator,
4800 Deer Lake Drive East, 3rd Floor, Jacksonville, FL 32246.

Management Ownership

Trustees and officers of the Fund as a group owned less than 1% of both the U.S.
Government Securities Series' and the High-Yield Bond Series' Class A common
stock as of January 31, 1999. As of the same date, no Trustees or officers owned
shares of either Series' Class B or Class D common stock.

Investment Advisory and Other Services

Investment Manager

J. & W. Seligman & Co. Incorporated (Seligman) manages each Series of the Fund.
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 "B" for
further history of Seligman.

All of the officers of the Fund listed above are officers or employees of
Seligman. Their affiliations with the Fund and with Seligman are provided under
their principal business occupations.

Seligman is entitled to receive a management fee from each Series for its
services to such Series, calculated daily and payable monthly. For the U.S.
Government Securities Series, the fee is equal to .50% per annum of the Series'
average daily net assets on an annual basis. The management fee for the
High-Yield Bond Series is equal to .65% of the Series' average daily net assets
on the first $1 billion of net assets and .55% per annum of the Series' average
daily net assets in excess of $1 billion. The management fees paid by the U.S.
Government Securities Series for years ended December 31, 1998, 1997, and 1996
equaled. __%, .50% and .50%, respectively, of the average daily net assets of
such Series, or $___, $271,995 and $290,879, respectively. The management fees
paid by the High-Yield Bond Series for years ended December 31, 1998, 1997, and
1996 equaled __%, .62% and .65%, respectively, of the average daily net assets
of such Series or $___, $8,248,354 and $3,107,117, respectively.

Each Series of the Fund pays all of its expenses other than those assumed by
Seligman, including brokerage commissions, administration, shareholder services
and distribution fees, fees and expenses of independent attorneys and auditors,
taxes and governmental fees, including fees and expenses of qualifying each
Series and its shares under Federal and State securities laws, cost of stock
certificates and expenses of repurchase or redemption of shares, expenses of
printing and distributing reports, notices and proxy materials to shareholders,
expenses of printing and filing reports and other documents with

<PAGE>

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
trustees of the Fund not employed by or serving as a Trustee of the Manager or
its affiliates, insurance premiums and extraordinary expenses such as litigation
expenses. The each Series' expenses are allocated among the Series in a manner
determined by the Trustees to be fair and equitable.

Each Series' Management Agreement provides that Seligman will not be liable to a
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 performing its duties under the
Agreement, except for willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties under the Agreement.

Each Series Management Agreement was initially approved by the Board of Trustees
at a Meeting held on September 30, 1988 and by the shareholders at a special
meeting held on December 16, 1988. The amendments to the Management Agreement of
the High-Yield Bond Series, to increase the fee rate payable to the Manager by
the Series, were approved by the Board of Trustees on September 21, 1995 and by
the shareholders at a special meeting held on December 12, 1995. The Management
Agreements will continue in effect until December 31 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 Trustees or of the outstanding voting securities
of each Series and by a vote of a majority of the Trustees who are not parties
to the Management Agreement or interested persons of any such party) and (2)
Seligman shall not have notified a Series at least 60 days prior to December 31
of any year that it does not desire such continuance. Each Management Agreement
may be terminated by the appropriate Series, without penalty, on 60 days'
written notice to Seligman and will terminate automatically in the event of its
assignment. Each Series 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.

<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 Series of the 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 Fund. Those individuals
identified above under "Management Information" as trustees or officers of both
the Fund and Seligman Advisors (in which case directors) are affiliated persons
of both entities.

Services Provided by the Investment Manager

Under each Series' Management Agreement, dated December 29, 1988 for the U.S.
Government Securities Series and December 29, 1988, as amended January 1, 1996,
for the High-Yield Bond Series, subject to the control of the Board of Trustees,
Seligman manages the investment of the assets of each Series, including making
purchases and sales of portfolio securities consistent with each Series'
investment objectives and policies, and administers the business and other
affairs of each Series. Seligman provides the Fund 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 trustees
of the Fund who are employees or consultants of Seligman and of the officers and
employees of the Fund. Seligman also provides senior management for Seligman
Data Corp., the Fund's shareholder service agent.

Service Agreements

There are no other management-related service contracts under which services are
provided to either Series of the Fund.

Other Investment Advice

No person or persons, other than directors, officers, or employees of Seligman,
regularly advise either Series of the 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 Series of the 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 Series 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 each Series shares. For years ended December
31, 1998, 1997, and 1996, Seligman Services received

<PAGE>

commissions from certain sales of the U.S. Government Securities Series and the
High-Yield Bond Series shares in the amounts of $___, $954 and $3,172 and $___,
$47,851 and $29,500, respectively

Rule 12b-1 Plan

Each Series of the Fund 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 its 12b-1 Plan, each Series may pay to Seligman Advisors an
administration, shareholder services and distribution fee in respect of the
Series' Class A, Class B, and Class D shares, respectively. Payments by a Series
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 Series; (2)
compensation to Service Organizations for providing administration, accounting
and other shareholder services with respect to the Series' shareholders; and (3)
otherwise promoting the sale of shares of the Series, including paying for the
preparation of advertising and sales literature and the printing and
distribution of such promotional materials and prospectuses to prospective
investors and defraying Seligman Advisors' costs incurred in connection with its
marketing efforts with respect to shares of the Series. 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
Series, respectively. Payments made by a Series under its 12b-1 Plan are
intended to be used to encourage sales of the Series, as well as to discourage
redemptions.

Fees paid by a Series under the 12b-1 Plan with respect to any class of shares
of the Series may not be used to pay expenses incurred solely in respect of any
other class of the Series, or any other Seligman fund. Expenses attributable to
more than one class of a Series will be allocated between the classes of the
Series in accordance with a methodology approved by the Fund's Board of
Trustees. Expenses of distribution activities that benefit both a Series and
other Seligman funds will be allocated among the applicable Series and/or funds
based on relative gross sales over the prior quarter, in accordance with a
methodology approved by the Board.

Class A

Under the 12b-1 Plan, each Series, with respect to its Class A shares, pays
quarterly to Seligman Advisors a service fee at an annual rate of up to .25% of
the average daily net asset value of the Series' 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 receive from Seligman Advisors a continuing fee of up to .25% 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 for each Series,
respectively. The fee payable to Service Organizations from time to time shall,
within such limits, be determined by the Trustees of the Fund. A Series of the
Fund is not obligated to pay Seligman Advisors for any such costs it incurs in
excess of the fee described above. No expense incurred in one year by Seligman
Advisors with respect to Class A shares of a Series may be paid from Class A
12b-1 fees received from the Series in any other year. If a Series' 12b-1 Plan
is terminated in respect of its Class A shares, no amounts (other than amounts
accrued but not yet paid) would be owed by the Series to Seligman Advisors with
respect to its Class A shares. The total amount of service fees paid to Seligman
Advisors in respect of Class A shares of the U.S. Government Securities Series
and the High-Yield Bond Series for the year ended December 31, 1998 was $___ and
$___ equivalent to __% and __% of each Series' Class A shares' average daily net
assets.

Class B

Under the 12b-1 Plan, each Series, with respect to its Class B shares, pays
monthly a 12b-1 fee at an annual rate of up to 1% of the average daily net asset
value of the Series' Class B shares. The fee is comprised of (1) a distribution
fee equal to .75% per annum, which is paid directly to a third party, FEP

<PAGE>

Capital, L.P., to compensate it for having funded, at the time of sale of a
Series' shares (i) a 4% commission payment to Service Organizations in
connection with the sale of the Class B shares and (ii) a payment of up to .25%
of sales to Seligman Advisors to help defray its costs of distributing Class B
shares; and (2) a service fee of up to .25% per annum which is paid to Seligman
Advisors. The service fee is used by Seligman Advisors exclusively to make
payments to Service Organizations that have entered into agreements with
Seligman Advisors. Such Service Organizations receive from Seligman Advisors a
continuing service fee of up to .25% on an annual basis, payable quarterly, of
the average daily net assets of Class B shares of a Series attributable to the
particular Service Organization for providing personal service and/or
maintenance of shareholder accounts for the Series. The amounts expended by
Seligman Advisors or FEP Capital, L.P. in any one year upon the initial purchase
of Class B shares of a Series may exceed the 12b-1 fees paid by the Series in
that year. Each Series' 12b-1 Plan permits expenses incurred in respect of Class
B shares in one year to be paid from Class B 12b-1 fees received from the Series
in any other year; however, in any year a Series is not obligated to pay any
12b-1 fees in excess of the fees described above. Seligman Advisors and FEP
Capital, L.P. are not reimbursed for expenses that exceed such fees. If a
Series' 12b-1 Plan is terminated in respect of Class B shares, no amounts (other
than amounts accrued but not yet paid) would be owed by the Series to Seligman
Advisors or FEP Capital, L.P. with respect to its Class B shares. The total
amount of distribution and service fees paid to Seligman Advisors in respect of
Class B shares of the U.S. Government Securities Series and the High-Yield Bond
Series for the year ended December 31, 1998 was $___ and $___ equivalent to __%
and __% of each Series' Class B shares' average daily net assets.

Class D

Under the 12b-1 Plan, each Series, with respect to its 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 the Series' Class D shares. The 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 of a Series, 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 the Series 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 of the Series 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 of a Series, the entire 12b-1 fee attributable to such Class D shares of
the Series is paid to Service Organizations for providing continuing shareholder
services and distribution assistance in respect of assets invested in the
Series. The total amount of distribution and service fees paid to Seligman
Advisors in respect of Class D shares of the U.S. Government Securities Series
and the High-Yield Bond Series for the year ended December 31, 1998 was $___
and $___ equivalent to __% and __% of each Series' Class D shares' average daily
net assets.

The amounts expended by Seligman Advisors in any one year with respect to Class
D shares of a Series may exceed the 12b-1 fees paid by the Series in that year.
Each Series' 12b-1 Plan permits expenses incurred by Seligman Advisors in
respect of Class D shares in one year to be paid from Class D 12b-1 fees in any
other year; however, in any year a Series is not obligated to pay any 12b-1 fees
in excess of the fees described above.

As of December 31, 1998 Seligman Advisors has incurred $____ and $___ of
unreimbursed expenses, equal to __% and __% of net assets in respect of the
U.S. Government Securities Series' and High-Yield Bond Series' Class D shares,
respectively.

<PAGE>

If the 12b-1 Plan is terminated in respect of Class D shares of a Series, no
amounts (other than amounts accrued by not yet paid) would be owed by the Series
to Seligman Advisors with respect to its Class D shares.

Payments made by the U.S. Government Securities Series under its 12b-1 Plan for
the year ended December 31, 1998, were spent on the following activities in the
following amounts:

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

Compensation to underwriters $ $

Compensation to broker/dealers $ $ $

Other* $

* Payment is made to FEP Capital, L. P. to compensate it for having funded at
the time of sale, payments to broker/dealers and underwriters.

Payments made by the High-Yield Bond Series under its 12b-1 Plan for the year
ended December 31, 1998, were spent on the following activities in the following
amounts:

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

Compensation to underwriters $ $

Compensation to broker/dealers $ $ $

Other* $

* Payment is made to FEP Capital, L. P. to compensate it for having funded at
the time of sale, payments to broker/dealers and underwriters.

The 12b-1 Plan was originally approved with respect to each Series on April 8,
1986 by the Board of Trustees of the Fund, including a majority of the Trustees
who are not "interested persons" (as defined in the 1940 Act) of the Fund and
who had no direct or indirect financial interest in the operation of the Plan or
in any agreement related to the Plan (the "Qualified Trustees") and by the
shareholders of each Series at a meeting of shareholders on April 10, 1986. The
Plan was approved in respect of the Class D shares of both Series on July 15,
1993 by the Board of Trustees of the Fund, including a majority of the Qualified
Trustees, and became effective in respect of the Class D shares of both Series
on September 21, 1993. The Plan was approved in respect of the Class B shares of
the High-Yield Bond Series on March 21, 1996 by the Board of Trustees of the
Fund, including a majority of the Qualified Trustees, and became effective in
respect of the Class B shares of the High-Yield Bond Series on April 22, 1996.
The Plan was approved in respect of the Class B shares of the U.S. Government
Securities Series on September 19, 1996 by the Board of Trustees of the Fund,
including a majority of the Qualified Trustees, and became effective in respect
of the Class B shares of the U.S. Government Securities Series on January 1,
1997. The Plans 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 Trustees
and the Qualified Trustees of the Fund, cast in person at a meeting called for
the purpose of voting on such approval. The Plan may not be amended to increase
materially the amounts payable to Service Organizations (as defined in each
Series' Prospectus) with respect to a class without the approval of a majority
of the outstanding voting securities of such class. If the amount payable in
respect of Class A shares under the Plans is proposed to be increased
materially, the Fund will either (1) permit holders of Class B shares to vote as
a separate class on the proposed increase or (2) establish a new class of shares
subject to the same payment under the Plans as existing Class A shares, in which
case the Class B shares will thereafter convert into the new

<PAGE>

class instead of into Class A shares. No material amendment to the Plans may be
made except by a majority of both the Trustees and Qualified Trustees.

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

Seligman Services acts as the broker/dealer of record for shareholder accounts
of each Series that do not have a designated financial advisor and receives
compensation from each Series pursuant to its 12b-1 Plan for providing personal
services and account maintenance to such accounts and other distribution
services. For years ended December 31, 1998, 1997, and 1996, Seligman Services
received commissions from certain sales of the U.S. Government Securities Series
shares and the High-Yield Bond Series shares in the amounts of $_____, $13,630
and $12,113, and $_____, $35,679 and $20,797, respectively.

Brokerage Allocation and Other Practices

Brokerage Transactions

Seligman will seek the most favorable price and execution in the purchase and
sale of portfolio securities for each Series of the 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.

Corporate bonds and other fixed-income securities are generally traded on the
over-the-counter market on a "net" basis without a stated commission, through
dealers acting for their own account and not as brokers. The Series will engage
in transactions with these dealers or deal directly with the issuer. Prices paid
to dealers will generally include a "spread," i.e., the difference between the
prices at which a dealer is willing to purchase or to sell the security at that
time. The Management Agreement recognizes that in the purchase and sale of
portfolio securities, Seligman will seek the most favorable price and execution
and, consistent with that policy, may give consideration to the research,
statistical and other services furnished by dealers to Seligman for its use in
connection with its services to the Fund as well as to other clients.

For the years ended December 31, 1998, 1997, and 1996, the U.S. Government
Securities Series and the High-Yield Bond Series paid total brokerage
commissions to others for execution, research and statistical services in the
amounts of $_____, $____ and $_____, and $_____, $_____ and $____, respectively.

Commissions

For the years ended December 31, 1998, 1997, and 1996, each Series did not
execute any portfolio transactions with, and therefore did not pay any
commissions to, any broker affiliated with either Series of the Fund, Seligman,
or Seligman Advisors.

Brokerage Selection

Consistent with seeking the most favorable price and execution when buying or
selling portfolio securities, Seligman may give consideration to the research,
statistical, and other services furnished by brokers or dealers to Seligman for
its use, as well as the general attitude toward and support of investment
companies demonstrated by such brokers or dealers. Such services include
supplemental investment research, analysis, and reports concerning issuers,
industries, and securities deemed by Seligman to be beneficial to a Series. In
addition, Seligman is authorized to place orders with brokers who provide
supplemental investment and market research and security and economic analysis
although

<PAGE>

the use of such brokers may result in a higher brokerage charge to a Series than
the use of brokers selected solely on the basis of seeking the most favorable
price and execution and although such research and analysis may be useful to
Seligman in connection with its services to clients other than a Series of the
Fund.

Directed Brokerage

During the year ended December 31, 1998 neither Series of the Fund nor Seligman
directed any of the Fund's brokerage transactions to a broker because of
research services provided.

Regular Broker-Dealers

During the year ended December 31, 1998, neither Series of the Fund acquired
securities of its regular brokers or dealers (as defined in Rule 10b-1 under the
1940 Act) or of their parents.

Shares of Beneficial Interest and Other Securities

Shares of Beneficial Interest

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest, $.001 par value. The Trustees
also have the power to create additional series of shares. At present, shares of
beneficial interest of two series have been authorized, which shares of
beneficial interest constitute interests in the U.S. Government Securities
Series and the High-Yield Bond Series. Shares of beneficial interest of the U.S.
Government Securities Series and the High-Yield Bond Series are divided into
three classes (Class A, Class B and Class D). Each share of beneficial interest
of the U.S. Government Securities Series and the High-Yield Bond Series
respective classes is equal as to earnings, assets and voting privileges, except
that each class bears its own separate distribution and, potentially, certain
other class expenses and has exclusive voting rights with respect to any matter
to which a separate vote of any class is required by the 1940 Act or
Massachusetts law. The Fund has adopted a plan (the "Multiclass Plan") pursuant
to Rule 18f-3 under the 1990 Act permitting the issuance and sale of multiple
classes of shares of beneficial interest. In accordance with the Declaration of
Trust, the Trustees may authorize the creation of additional classes of shares
of beneficial interest with such characteristics as are permitted by the
Multiclass Plan and Rule 18f-3. The 1940 Act requires that where more than one
class exists, each class must be preferred over all other classes in respect of
assets specifically allocated to such class. Shares of each Series entitle their
holders to one vote per share. Each Series' shares have noncumulative voting
rights, do not have preemptive or subscription rights and are transferable. It
is the intention of the Fund not to hold Annual Meetings of Shareholders. The
Trustees may call Special Meetings of Shareholders for action by shareholder
vote as may be required by the 1940 Act or Declaration of Trust. Pursuant to the
1940 Act, shareholders have to approve the adoption of any management contract,
distribution plan and any changes in fundamental investment policies.
Shareholders also have the right to call a meeting of shareholders for the
purpose of voting on the removal of one or more Trustees. Such removal can be
effected upon the action of two-thirds of the outstanding shares of the Fund.

Other Securities

The Fund has no authorized securities other than the above-mentioned shares.

<PAGE>

Purchase, Redemption, and Pricing of Shares

Purchase of Shares

Class A

Class A shares of each Series of the Fund 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 Series 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 each Series'
Prospectus.

The Right of Accumulation allows an investor to combine the amount being
invested in Class A shares of a Series and shares of the other Seligman mutual
funds sold with an initial sales 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 each Series'
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 each
Series' Prospectus, based on the total amount of Class A shares of the Series
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 each Series'
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 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 of each Series
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 of by a "single person," including an individual;
members of a family unit comprising husband,

<PAGE>

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 the 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 each Series'
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 Fund's 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 the Fund; to other investment companies in the Seligman
Group in connection with a deferred fee arrangement for outside directors; and
to "eligible employee benefit plans" which have at least (1) $500,000 invested
in the Seligman mutual funds or (2) 50 eligible employees to whom such plan is
made available.

Class B

Class B shares of each Series of the Fund may be purchased at a price equal to
the next determined net asset value, without an initial sales charge. However,
Class B shares of each Series are subject to a

<PAGE>

CDSC if the shares are redeemed within six years of purchase at rates set forth
in the table below, charged as a percentage of the current net asset value or
the original purchase price, whichever is less.

Years Since Purchase CDSC
- -------------------- ----

Less than 1 year .......................................... 5%
1 year or more but less than 2 years ...................... 4%
2 years or more but less than 3 years ..................... 3%
3 years or more but less than 4 years ..................... 3%
4 years or more but less than 5 years ..................... 2%
5 years or more but less than 6 years ..................... 1%
6 years or more ........................................... 0%

Approximately eight years after purchase, Class B shares will convert
automatically to Class A shares, which are subject to an annual service fee of
.25% but no distribution fee. Shares purchased through reinvestment of dividends
and capital gain distributions on Class B shares also will convert automatically
to Class A shares along with the underlying shares on which they were earned.
Conversion occurs at the end of the month which precedes the eighth anniversary
of the purchase date. If Class B shares of a Series are exchanged for Class B
shares of another Seligman Mutual Fund, the conversion period applicable to the
Class B shares acquired in the exchange will apply, and the holding period of
the shares exchanged will be tacked onto the holding period of the shares
acquired. Class B shareholders of a Series exercising the exchange privilege
will continue to be subject to the Series' CDSC schedule if such schedule is
higher or longer than the CDSC schedule relating to the new Class B shares. In
addition, Class B shares of the Series acquired by exchange will be subject to
the Series' CDSC schedule if such schedule is higher or longer than the CDSC
schedule relating to the original Class B shares.

Class D

Class D shares of each Series of the Fund may be purchased at a price equal to
the next determined net asset value, without an initial sales charge. However,
Class D shares of each Series 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 B and Class D shareholders of each Series who
reinvest both their dividends and capital gain distributions to purchase
additional shares of each Series, respectively, may use the Series' Systematic
Withdrawal Plan to withdraw up to 12% and 10%, respectively, 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 B and Class D shares of each Series (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
Trustees of the Fund;

<PAGE>

(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, Class B, or Class D shares of a
Series 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.

Payment in Securities. In addition to cash, the Fund 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 Fund does not
presently intend to accept securities in payment for Fund shares. Generally, the
Fund will only consider accepting securities (l) to increase its holdings in a
portfolio security of a Fund, 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 the Fund would not accept securities with a value of less than $100,000 per
issue in payment for shares. The Fund may reject in whole or in part offers to
pay for 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 Fund will not accept restricted
securities in payment for Fund shares. The Fund will value accepted securities
in the manner provided for valuing portfolio securities of the Fund. Any
securities accepted by the Fund in payment for Fund shares will have an active
and substantial market and have a value that is readily ascertainable.

Fund Reorganizations

Class A shares of each Series 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 a
Series' shares if the Series is combined with another Seligman mutual fund, or
in connection with a similar reorganization transaction.

Offering Price

When you buy or sell shares of a Series of the Fund, 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 Series 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. The Fund
will also determine NAV for each class of a Series on each day in which there is
a sufficient degree of trading in a Series' portfolio securities that the NAV of
Series shares might be materially affected. NAV per share for a class of a
Series is computed by dividing such class's share of the value of the net assets
of such Series (i.e., the value of its assets less liabilities) by the total
number of outstanding shares of such class. All expenses of a Series, including
the management fee, are accrued daily and taken into account for the purpose of
determining NAV. The NAV of Class B and 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.

Portfolio securities, including open short positions and options written, are
valued at the last sale price on the securities exchange or securities market on
which such securities primarily are traded. Securities not

<PAGE>

listed on an exchange or securities market, or securities in which there were no
transactions, are valued at the average of the most recent bid and asked price,
except in the case of open short positions where the asked price is available.
Securities traded on a foreign exchange or over-the-counter market are valued at
the last sales price on the primary exchange or market on which they are traded.
United Kingdom securities and securities for which there are no recent sales
transactions are valued based on quotations provided by primary market makers in
such securities. Any securities or other assets for which recent market
quotations are not readily available are valued at fair value as determined in
accordance with procedures approved by the Board of Trustees. Short-term
obligations with less than sixty days remaining to maturity are generally valued
at amortized cost. Short-term obligations with more than sixty days remaining to
maturity will be valued at current market value until the sixtieth day prior to
maturity, and will then be valued on an amortized cost basis based on the value
on such date unless the Board determines that this amortized cost value does not
represent fair market value. Premiums received on the sale of call options will
be included in the net asset value, and current market value of the options sold
by a Series will be subtracted from net asset value. Expenses and fees,
including the investment management fee, are accrued daily and taken into
account for the purpose of determining the net asset value of Series shares.

Generally, trading in foreign securities, as well as US Government securities,
money market instruments and repurchase agreements, is substantially completed
each day at various times prior to the close of the NYSE. The values of such
securities used in computing the net asset value of the shares of a Series are
determined as of such times. Foreign currency exchange rates are also generally
determined prior to the close of the NYSE.

For purposes of determining the net asset value per share of a Series of the
Fund, all assets and liabilities initially expressed in foreign currencies will
be converted into US dollars at the mean between the bid and offer prices of
such currencies against US dollars quoted by a major bank that is a regular
participant in the foreign exchange market or on the basis of a pricing service
that takes into account the quotes provided by a number of such major banks.

Specimen Price Make-Up

Under the current distribution arrangements between the Fund and Seligman
Advisors, Class A shares of each Series are sold with a maximum initial sales
charge of 4.75% and Class B and Class D shares of each Series are sold at
NAV(1). Using each Class's NAV at December 31, 1998, the maximum offering price
of each Series' shares is as follows:

<TABLE>
<CAPTION>
U.S. Government Securities Series High-Yield Bond Series

<S> <C> <C>
Class A
Net asset value per share...................................... $ $

Maximum sales charge (4.75% of offering price.................. $ $

Offering price to public....................................... $

Class B
Net asset value and offering price per share(1)................ $ $
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
Class D
Net asset value and offering price per share(1)................ $ $
</TABLE>

- ------------
(1) Class B shares are subject to a CDSC declining from 5% in the first year
after purchase to 0% after six years. Class D shares are subject to a CDSC
of 1% on redemptions within one year of purchase.

Redemption in Kind

The procedures for selling a Series shares under ordinary circumstances are set
forth in each Series' 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.

Taxation of each Series

Each Series 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, each Series 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
the Series net investment income and net short-term capital gains are
distributed to shareholders each year.

Dividends from net investment income and distributions from net short-term
capital gains are taxable as ordinary income to shareholders, whether received
in cash or reinvested in additional shares. To the extent designated as derived
from a Series' dividend income that would be eligible for the dividends received
deduction if the Series were not a regulated investment company, they are
eligible, subject to certain restrictions, for the 70% dividends received
deduction for corporations.

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. Such distributions are not
eligible for the dividends received deduction allowed to corporate shareholders.
Shareholders receiving distributions in the form of additional shares issued by
a Series will be treated for federal income tax purposes as having received a
distribution in an amount equal to the fair market value on the date of
distribution of the shares received. Individual shareholders generally will be
subject to federal tax on distributions of net capital gains at a maximum rate
of 20% if designated as derived from a Series capital gains from property held
for more than one year.

Any gain or loss realized upon a sale or redemption of shares in a Series 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
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 Series if,
within a period beginning 30 days before the date of such sale or disposition
and ending 30 days after such date, the holder acquires (including shares
acquired through dividend reinvestment) securities that are substantially
identical to the shares of the Series.

In determining gain or loss on shares of a Series that are sold or exchanged
within 90 days after acquisition, a shareholder generally will not be permitted
to include in the tax basis attributable to such

<PAGE>

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 Series. 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.

Each Series of the Fund will generally be subject to an excise tax of 4% on the
amount of any income or capital gains, above certain permitted levels,
distributed to shareholders on a basis such that such income or gain is not
taxable to shareholders in the calendar year in which it was earned by the
Series. Furthermore, dividends declared in October, November or December,
payable to shareholders of record on a specified date in such a month and paid
in the following January will be treated as having been paid by each Series and
received by each shareholder in December. Under this rule, therefore,
shareholders may be taxed in one year on dividends or distributions actually
received in January of the following year.

Shareholders are urged to consult their tax advisors concerning the effect of
federal income taxes in their individual circumstances.

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 Fund is 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, the 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 of its
undistributed dividends and capital gain distributions. The Fund also reserves
the right to close any account which does not have a certified taxpayer
identification number.

Underwriters

Distribution of Securities

The Fund 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 each Series of the Fund. Seligman Advisors accepts
orders for the purchase of Series shares, which are offered continuously. As
general distributor of each Series shares, 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 U.S.
Government Securities Series and High-Yield Bond Series for the years ended
December 31, 1998, 1997 and 1996, amounted to $____, $___ and $____, and $____,
$___ and $___, respectively, of which $____, $____ and $____, and $____, $___
and $___ respectively, was retained by Seligman Advisors.

Compensation

Seligman Advisors, which is an affiliated person of Seligman, which is an
affiliated person of each Series, received the following commissions and other
compensation from each Series during its fiscal year ended December 31, 1998:

<PAGE>

U.S. Government Securities Series

Net Underwriting Compensation on
Discounts and Redemptions and
Commissions Repurchases
(Class A Sales (CDSC on Class A and Brokerage Other
Charge Retained) Class D Retained) Commissions Compensation (1)
- ---------------- ---------------- ----------- ------------
$ $ $ $

(1) Seligman Advisors has sold its rights to collect any CDSC imposed on
redemptions of Class B shares to FEP Capital, L.P., in connection with an
arrangement with FEP Capital, L.P. as discussed above under "12b-1 Plan."
In connection with this arrangement, Seligman Advisors receives payments
from FEP Capital, L.P. based on the value of Class B shares sold. Such
payments received for the year ended December 31, 1998 are reflected in the
table.

High-Yield Bond Series

Other Payments

Seligman Advisors shall pay broker/dealers, from its own resources, a fee on
purchases of Class A shares of each Series 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.

<PAGE>

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. Seligman Advisors may from time
to time pay a bonus or other incentive to dealers that sell shares of the
Seligman mutual funds. 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.

Calculation of Performance Data

The annualized yield for the 30-day period ended December 31, 1998 for the Class
A shares of the U.S. Government Securities Series and the High-Yield Bond Series
was __% and __%, respectively. The annualized yield was computed by dividing
each Series' net investment income per share earned during the 30-day period by
the maximum offering price per share (i.e., the net asset value plus the maximum
sales charge of 4.75% of the net amount invested) on December 31, 1998, which
was the last day of this period. The average number of Class A shares of the
U.S. Government Securities Series and the High-Yield Bond Series was ___ and
___, respectively, which was the average daily number of shares outstanding
during the 30-day period that were eligible to receive dividends. The annualized
yield for the 30-day period ended December 31, 1998 for the Class B shares of
the U.S. Government Securities Series and the High-Yield Bond Series was __% and
__%, respectively. The annualized yield was computed by dividing the Series' net
investment income per share earned during the 30-day period by the maximum
offering price per share (i.e., the net asset value) on December 31, 1998, which
was the last day of the period. The average number of Class B shares of the U.S.
Government Securities Series and the High-Yield Bond Series was ___ and ___ ,
respectively, which was the average daily number of shares outstanding during
the 30-day period that were eligible to receive dividends. The annualized yield
for the 30-day period ended December 31, 1998 for the Class D shares of the U.S.
Government Securities Series and the High-Yield Bond Series was __% and __%,
respectively. The annualized yield was computed by dividing each Series' net
investment income per share earned during the 30-day period by the maximum
offering price per share (i.e., the net asset value) on December 31, 1998, which
was the last day of this period. The average number of Class D shares of the
U.S. Government Securities Series and the High-Yield Bond Series was ___ and
___, respectively, which was the average daily number of shares outstanding
during the 30-day period that were eligible to receive dividends. Income was
computed by totaling the interest earned on all debt obligations during the
30-day period and subtracting from that amount the total of all recurring
expenses incurred during the period. The 30-day yield was then annualized on a
bond-equivalent basis assuming semi-annual reinvestment and compounding of net
investment income, as described in each Series' Prospectus.

The average annual total returns for the Class A shares of the U.S. Government
Securities Series and the High-Yield Bond Series for the one-year, five-year and
ten-year periods ended on December 31, 1998 were 3.35%, 4.88% and 6.70%, and
(3.54)%, 9.01% and 10.74%, respectively. These returns were computed by
subtracting the maximum sales charge of 4.75% of public offering price and
assuming that all of the dividends and capital gain distributions by the Series
over the relevant time period were reinvested. It was then assumed that at the
end of each period, the entire amount was redeemed. The average annual total
return was then determined by calculating the annual rate required for the
initial investment to grow to the amount that would have been received upon
redemption (i.e., the average annual compound rate of return). The average
annual total return for the Class B shares of the U.S. Government Securities
Series for the one year period and for the period January 1, 1997 (commencement
of operations) through December 31, 1998 was 2.78% and 5.68%. The average annual
total returns for the Class B shares of the High-Yield Bond Series for the
one-year period and for the period April 22, 1996 (commencement of operations)
through December 31, 1998 were (4.03)% and 7.44%, respectively. This return was
computed assuming that all of the dividends and capital gain distributions paid
by the Fund's Class B shares, if any, were reinvested over the relevant time
period. It was then assumed that at the end of the period the entire amount was
redeemed, subtracting the applicable CDSC (5% for the one-year period and 4% for
the period since inception). The average annual total returns for the Class D

<PAGE>

shares of the U.S. Government Securities Series and the High-Yield Bond Series
for the one-year and five-year periods and for the period September 21, 1993
(commencement of operations) through December 31, 1998 were 6.78%, 5.01% and
4.61%, and (0.35)%, 9.17% and 9.58%, respectively. These amounts were computed
assuming that all of the dividends and gain distributions paid by each Series'
Class D shares, if any, were reinvested over the relevant time period. It was
then assumed that at the end of each period, the entire amount was redeemed,
subtracting the 1% CDSC, if applicable.

Table A below illustrates the total return (income and capital) on Class A
shares of each Series of the Fund with dividends invested and gain
distributions, if any, taken in shares. It shows that a $1,000 investment in
Class A shares of the U.S. Government Securities Series, assuming payment of the
4.75% sales charge, made on January 1, 1988 had a value of $___ on December 31,
1998, resulting in an aggregate total return of __%; and a $1,000 investment in
Class A shares of the High-Yield Bond Series, assuming payment of the 4.75%
sales charge, made on January 1, 1988 had a value of $___ on December 31, 1998,
resulting in an aggregate total return of __%. Table B illustrates the total
return (income and capital) on Class B shares of the U.S. Government Securities
Series and the High-Yield Bond Series with dividends invested and gain
distributions, if any, taken in shares. It shows that a $1,000 investment in
Class B shares of the U.S. Government Securities Series, made on January 1, 1997
(commencement of offering of Class B shares), had a value of $___ on December
31, 1998, after payment of the 5% CDSC, resulting in an aggregate total return
of __%; and a $1,000 investment in Class B shares of the High-Yield Bond Series,
made on April 22, 1996 (commencement of offering of Class B shares), had a value
of $___ on December 31, 1998, after payment of the 4% CDSC, resulting in an
aggregate total return of __%. Table C illustrates the total return (income and
capital) on Class D shares of the U.S. Government Securities Series and the
High-Yield Bond Series with dividends invested and gain distributions, if any,
taken in shares. It shows that a $1,000 investment in Class D shares of the U.S.
Government Securities Series made on September 21, 1993 (commencement of
offering of Class D shares) had a value of $___ on December 31, 1998, resulting
in an aggregate total return of __% and a $1,000 investment in Class D shares of
the High-Yield Bond Series made on September 21, 1993 (commencement of offering
of Class D shares) had a value of $___ on December 31, 1998, resulting in an
aggregate total return of __%. The results shown 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 either Series today.

TABLE A - CLASS A SHARES

<TABLE>
<CAPTION>
Value of
Year Value of Capital Gain Value of Total
Ended(1) Initial Investment(2) Distributions Dividends Total Value(2) Return(1,3)
- -------- --------------------- ------------- --------- -------------- -----------
<S> <C> <C> <C> <C> <C>
U.S. Government
Securities Series
12/31/89 $ --
12/31/90 --
12/31/91 --
12/31/92 --
12/31/93 --
12/31/94 --
12/31/95 --
12/31/96 --
12/31/97 --
12/31/98 %
</TABLE>

<PAGE>

TABLE A - CLASS A SHARES

<TABLE>
<CAPTION>
Value of
Year Value of Capital Gain Value of Total
Ended(1) Initial Investment(2) Distributions Dividends Total Value(2) Return(1,3)
- -------- --------------------- ------------- --------- -------------- -----------
<S> <C> <C> <C> <C> <C>
High-Yield
Bond Series
12/31/89 $ --
12/31/90 --
12/31/91 --
12/31/92 --
12/31/93 --
12/31/94 --
12/31/95 --
12/31/96 --
12/31/97 --
12/31/98 %
</TABLE>

TABLE B - CLASS B SHARES

Value of
<TABLE>
<CAPTION>
Value of
Year Value of Capital Gain Value of Total
Ended(1) Initial Investment(2) Distributions Dividends Total Value(2) Return(1,3)
- -------- --------------------- ------------- --------- -------------- -----------
<S> <C> <C> <C> <C> <C>
U.S. Government
Securities Series
12/31/97 $ 974 $-- $ 49 $1,023
12/31/98 %

High-Yield
Bond Series
12/31/96 $1,028 $-- $ 63 $1,091
12/31/97 1,030 -- 166 1,196
12/31/98 %
</TABLE>

TABLE C - CLASS D SHARES

<TABLE>
<CAPTION>
Value of
Year Value of Capital Gain Value of Total
Ended(1) Initial Investment(2) Distributions Dividends Total Value(2) Return(1,3)
- -------- --------------------- ------------- --------- -------------- -----------
<S> <C> <C> <C> <C> <C>
U.S. Government
Securities Series
- -----------------
12/31/93 $ 982 $-- $ 12 $ 994
12/31/94 884 -- 59 943
12/31/95 977 -- 128 1,105
12/31/96 919 -- 176 1,095
12/31/97 940 -- 237 1,177
12/31/98 %
</TABLE>

<PAGE>

TABLE C - CLASS D SHARES

<TABLE>
<CAPTION>
Value of
Year Value of Capital Gain Value of Total
Ended(1) Initial Investment(2) Distributions Dividends Total Value(2) Return(1,3)
- -------- --------------------- ------------- --------- -------------- -----------
<S> <C> <C> <C> <C> <C>
High-Yield
Bond Series
12/31/93 $1,030 $ -- $ 15 $1,045
12/31/94 942 -- 100 1,042
12/31/95 1,033 -- 214 1,247
12/31/96 1,077 -- 346 1,423
12/31/97 1,121 -- 491 1,612
12/31/98 %
</TABLE>

1 For the ten years ended December 31, 1998 for Class A shares; from
commencement of offering of Class B shares of the U.S. Government
Securities Series on January 1, 1997 and commencement of offering of Class
B shares of the High-Yield Bond Series on April 22, 1996; from commencement
of offering of Class D shares on September 21, 1993.

2 The "Value of Initial Investment" as of the date indicated reflects the
effect of the maximum sales charge or 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" reflects the effect of the
CDSC, if applicable, assumes investment of all dividends and capital gain
distributions and reflects changes in the net asset value.

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

No adjustments have been made for any income taxes payable by investors on
dividends invested or gain distributions taken in shares.

A Series of the Fund may from time to time, make reference in advertising or
promotional material to performance information, including mutual fund rankings,
prepared by Lipper Analytical Service, Inc., an independent reporting service
which monitors the performance of mutual funds. In calculating the total return
of the Series' Class A, Class B and Class D shares, respectively, the Lipper
analysis assumes investment of all dividends and distributions paid but does not
take into account applicable sales charges. A Series may also refer in
advertisements in other promotional material to articles, comments, listings and
columns in the financial press pertaining to the Series' performance. Examples
of such financial and other press publications include BARRON'S, BUSINESS WEEK,
CDA/WIESENBERGER MUTUAL FUNDS INVESTMENT REPORT, CHRISTIAN SCIENCE MONITOR,
FINANCIAL PLANNING, FINANCIAL TIMES, FINANCIAL WORLD, FORBES, FORTUNE,
INDIVIDUAL INVESTOR, INVESTMENT ADVISOR, INVESTORS BUSINESS DAILY, KIPLINGER'S,
LOS ANGELES TIMES, MONEY MAGAZINE, MORNINGSTAR, INC., PENSION AND INVESTMENTS,
SMART MONEY, THE NEW YORK TIMES, THE WALL STREET JOURNAL, USA TODAY, U.S. NEWS
AND WORLD REPORT, WORTH MAGAZINE, WASHINGTON POST AND YOUR MONEY.

A Series' advertising or promotional material may make reference to the Series'
"Beta." "Standard Deviation," or "Alpha." Beta measures the volatility of a
Series, as compared to that of the overall market. Standard deviation measures
how widely a Series' performance has varied from its average performance, and is
an indicator of a Series' potential for volatility. Alpha measures the
difference between the returns of a Series and the returns of the market,
adjusted for volatility.

<PAGE>

Financial Statements

The Annual Reports to shareholders for the year ended December 31, 1998 contains
schedules of the investments of each of the Fund's Series as of December 31,
1998 as well as certain other financial information as of the applicable date.
The financial statements and notes included in the Annual Reports, and the
Independent Auditors' Reports thereon, are incorporated herein by reference.
These Reports will be furnished without charge to investors who request copies
of this Statement of Additional Information.

General Information

Information About Business Trusts. As indicated in each Series' Prospectus, the
Fund is organized as a business trust under the laws of the Commonwealth of
Massachusetts. Under the Declaration of Trust, the Fund's Trustees are
authorized to classify or reclassify and issue any shares of beneficial interest
of the Fund into any number of other Series without further action by
shareholders. The 1940 Act requires that where more than one Series exists, each
Series must be preferred over all other Series in respect of assets specifically
allocated to such Series.

As a general matter, the Fund will not hold annual or other meetings of the
shareholders. This is because the Declaration of Trust provides for shareholder
voting only (a) for the election or removal of one or more Trustees if a meeting
is called for that purpose, (b) with respect to any contract as to which
shareholder approval is required by the 1940 Act, (c) with respect to any
termination or reorganization of the Fund or any Series to the extent and as
provided in the Declaration of Trust, (d) with respect to any amendment of the
Declaration of Trust (other than amendments establishing and designating new
Series, abolishing Series when there are no units thereof outstanding, changing
the name of the Fund or the name of any Series, supplying any omission, curing
any ambiguity or curing, correcting or supplementing any provision thereof which
is internally inconsistent with any other provision thereof or which is
defective or inconsistent with the 1940 Act or with the requirements of the Code
or applicable regulations for the Fund's obtaining the most favorable treatment
thereunder available to regulated investment companies), which amendments
require approval by a majority of the shares entitled to vote, (e) to the same
extent as the stockholders of a Massachusetts business corporation as to whether
or not a court action, proceeding, or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the Fund or the
shareholders, and (f) with respect to such additional matters relating to the
Fund as may be required by the 1940 Act, the Declaration of Trust, the By-laws
of the Fund, any registration of the Fund with the Securities and Exchange
Commission (the "Commission") or any state, or as the Trustees may consider
necessary or desirable. Each Trustee serves until the next meeting of
shareholders, if any, called for the purpose of considering the election or
reelection of such Trustee or of a successor to such Trustee, and until the
election and qualification of his successor, if any, elected at such meeting, or
until such Trustee sooner dies, resigns, retires or is removed by the
shareholders or two-thirds of the Trustees.

The shareholders of the Fund have the right, upon the declaration in writing or
vote of more than two-thirds of the Fund's outstanding shares, to remove a
Trustee. The Trustees will call a meeting of shareholders to vote on the removal
of a Trustee upon the written request of the record holders of ten percent of
its shares. In addition, whenever ten or more shareholders of record who have
been such for at least six months preceding the date of application, and who
hold in the aggregate either shares having a net asset value of at least $25,000
or at least 1 percent of the outstanding shares, whichever is less, shall apply
to the Trustees in writing, stating that they wish to communicate with other
shareholders with a view to obtaining signatures to a request for a meeting for
the purpose of voting upon the question of removal of any Trustee or Trustees
and accompanied by a form of communication and request which they wish to
transmit, the Trustees shall within five business days after receipt of such
application either: (1) afford to such applicants access to a list of the names
and addresses of all shareholders as recorded on the books of the Fund; or (2)
inform such applicants as to the approximate number of shareholders of record,
and the approximate cost of mailing to them the proposed communication and form
of requests. If the Trustees elect to follow the latter course, the Trustees,
upon the written request of such applicants, accompanied by a tender of the
material to be mailed and

<PAGE>

of the reasonable expenses of mailing, shall, with reasonable promptness, mail
such material to all shareholders of record at their addresses as recorded on
the books, unless within five business days after such tender the Trustees shall
mail to such applicants and file with the Commission, together with a copy of
the material to be mailed, a written statement signed by at least a majority of
the Trustees to the effect that in their opinion either such material contains
untrue statements of fact or omits to state facts necessary to make the
statements contained therein not misleading, or would be in violation of
applicable law, and specifying the basis of such opinion. After opportunity for
hearing upon the objections specified in the written statement so filed, the
Commission may, and if demanded by the Trustees or by such applicants shall,
enter an order either sustaining one or more of such objections or refusing to
sustain any of them. If the Commission shall enter an order refusing to sustain
any of such objections, or if, after the entry of an order sustaining one or
more of such objections, the Commission shall find, after notice and opportunity
for hearing, that all objections so sustained have been met, and shall enter an
order so declaring, the Trustees shall mail copies of such material to all
shareholders with reasonable promptness after the entry of such order and the
renewal of such tender.

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

The shareholders of a Massachusetts business trust could, under certain
circumstances, be held personally liable as partners for its obligations.
However, the Declaration of Trust contains an express disclaimer of shareholder
liability for acts or obligations of the Trust. The Declaration of Trust also
provides for indemnification and reimbursement of expenses out of a Series'
assets for any shareholder held personally liable for obligations of such
Series.

Custodian. Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City,
Missouri 64105, serves as custodian for the Fund. It also maintains, under the
general supervision of the Manager, the accounting records and determines the
net asset values for each Series of the Fund.

Auditors. _____________, independent auditors, have been selected as auditors of
the Fund. Their address is Two World Financial Center, New York, New York 10281.

<PAGE>

Appendix A

MOODY'S INVESTORS SERVICE, INC. (MOODY'S)
DEBT SECURITIES

Aaa: 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: 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: 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: 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: 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: 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: 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: 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: 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.

<PAGE>

COMMERCIAL PAPER

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

The designation "Prime-2" or "P-2" indicates that the issuer has a strong
ability 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 RATING SERVICE ("S&P")
DEBT SECURITIES

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

AA: Debt issues rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.

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

BBB: Debt issues rated BBB are regarded as having an adequate 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: Debt issues 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: Debt issues rated D are in default, and payment of interest and/or repayment
of principal is in arrears.

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

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.

<PAGE>
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.

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.

<PAGE>

Appendix B

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.

37
<PAGE>

...1940s

o Helps shape the Investment Company Act of 1940.

o Leads in the purchase and subsequent sale to the public of Newport News
Shipbuilding and Dry Dock Company, a prototype transaction for the
investment banking industry.

o Assumes management of National Investors Corporation, today Seligman Growth
Fund, Inc.

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

...1950-1989

o Develops new open-end investment companies. Today, manages more than 40
mutual fund portfolios. o Helps pioneer state-specific, 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.

<PAGE>

File No. 2-93076
811-4103

PART C. OTHER INFORMATION

Item 23. Exhibits

All Exhibits have been previously filed, except Exhibits marked with an
asterisk (*) which will be filed by amendment.

(a) Form of Amended and Restated Declaration of Trust. (Incorporated by
reference to Registrant's Post-Effective Amendment No. 22, filed on
December 31, 1996.)

(b) Form of Restatement of Bylaws. (Incorporated by reference to
Registrant's Post-Effective Amendment No. 22, filed on December 31,
1996.)

(c) Specimen Stock Certificate for Class A Shares. (Incorporated by
Reference to Post-Effective Amendment No. 18 filed on April 29, 1994.)

(c)(1) Specimen Stock Certificate for Class B Shares. (Incorporated by
reference to Form SE filed on April 16, 1996).

(c)(2) Specimen Stock Certificate for Class D Shares. (Incorporated by
Reference to Post-Effective Amendment No. 17 filed on September 21,
1993.)

(d) Copy of Management Agreement between Seligman High-Yield Bond Series
of the Registrant and J. & W. Seligman & Co. Incorporated.
(Incorporated by Reference to Post-Effective Amendment No. 20 filed
April 19, 1996.)

(d)(1) Copy of Management Agreement between U.S. Government Securities Series
of the Registrant and J & W. Seligman & Co. Incorporated.
(Incorporated by Reference to Post-Effective Amendment No. 19 filed on
May 1, 1995.)

(e) Copy of the new Distributing Agreement between Registrant and Seligman
Advisors, Inc. (formerly, Seligman Financial Services, Inc.)
(Incorporated by reference to Registrant's Post-Effective Amendment
No. 23, filed on April 29, 1997.)

(e)(1) Copy of amended Sales Agreement between Seligman Advisors, Inc.
(formerly, Seligman Financial Services, Inc.) and Dealers.
(Incorporated by Reference to Post-Effective Amendment No. 20 filed on
April 19, 1996.)

(e)(2) Form of Sales Agreement between Seligman Advisors, Inc. (formerly,
Seligman Financial Services, Inc.) and Dean Witter Reynolds, Inc.
(Incorporated by reference to Exhibit 6b of Registration Statement No.
2-33566, to Registrant's Post-Effective Amendment No. 53, filed on
April 28, 1997.)

(e)(3) Form of Sales Agreement between Seligman Advisors, Inc. (formerly,
Seligman Financial Services, Inc.) and Dean Witter Reynolds, Inc. with
respect to certain Chilean institutional investors. (Incorporated by
reference to Exhibit 6c of Registration Statement No. 2-33566, to
Registrant's Post-Effective Amendment No. 53, filed on April 28,
1997.)

(e)(4) Form of Dealer Agreement between Seligman Advisors, Inc. (formerly,
Seligman Financial Services, Inc.) and Smith Barney Inc. (Incorporated
by reference to Exhibit 6d of Registration Statement No. 2-33566, to
Registrant's Post-Effective Amendment No. 53, filed on April 28,
1997.)

(f) Matched Accumulation Plan of J. & W. Seligman & Co. Incorporated.
(Incorporated by reference to Exhibit 7 of Registration Statement No.
2-92487, to Registrant's Post-Effective Amendment No. 21, filed on
January 29, 1997.)

(f)(1) Deferred Compensation Plan for Directors of Seligman High Income Fund.
(Incorporated by reference to Registrant's Post-Effective Amendment
No. 25, filed on April 30, 1998.)

<PAGE>

File No. 2-93076
811-4103

PART C. OTHER INFORMATION (continued)

(g) Copy of Custodian Agreement between Registrant and Investors Fiduciary
Trust Company. (Incorporated by reference to Registrant's
Post-Effective Amendment No. 23, filed on April 29, 1997.)

(h) Not applicable.

(i) Opinion and Consent of Counsel. (Incorporated by reference to
Registrant's Post-Effective Amendment No. 23, filed on April 29,
1997.)

(j) *Consent of Independent Auditors.

(k) Not applicable.

(l) Purchase Agreement (Investment Letter) for Initial Capital between
Registrant & J. & W. Seligman & Co. Incorporated with respect to Class
B shares of the U.S. Government Securities Series. (Incorporated by
reference to Registrant's Post-Effective Amendment No. 22, filed on
December 31, 1996.)

(l)(1) Purchase Agreement (Investment Letter) for Initial Capital between
Registrant and J. & W. Seligman & Co. Incorporated with respect to
Class B shares of the Seligman High-Yield Bond Series. (Incorporated
by reference to Registrant's Post-Effective Amendment No. 20 filed on
April 19, 1996.)

(l)(2) Purchase Agreement (Investment Letter) for Initial Capital between
Registrant and J. & W. Seligman & Co. Incorporated with respect to
Registrants' Class D shares. (Incorporated by reference to
Registrant's Post-Effective Amendment No. 17 filed on September 21,
1993.)

(m) Form of Administration, Shareholder Services and Distribution Plan of
Registrant. (Incorporated by reference to Registrant's Post-Effective
Amendment No. 22, filed on December 31, 1996.)

(m)(1) Form of Administration, Shareholder Services and Distribution
Agreement between Seligman Advisors, Inc. (formerly, Seligman
Financial Services, Inc.) and Dealers. (Incorporated by reference to
Registrant's Post-Effective Amendment No. 22, filed on December 31,
1996.)

(n) *Financial Data Schedules.

(o) Copy of Multi-class 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. 22, filed on
December 31, 1996.)

Other Exhibits: Power of Attorney for Richard R. Schmaltz. (Incorporated by
reference to Registrant's Post-Effective Amendment No. 24 filed
on April 29, 1998.)

Powers of Attorney. (Incorporated by reference to Registrant's
Post-Effective Amendment No. 23 filed on April 29, 1997.)

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 VII of
Registrant's Amended and Restated By-laws filed as Exhibit 24(b)(2) to
Registrant's Post-Effective Amendment No. 22 to the Registration
Statement.

<PAGE>

File No. 2-93076
811-4103

PART C. OTHER INFORMATION (continued)

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 and 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 other 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
Income Fund, Inc., Seligman Municipal Fund Series, 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 of Form ADV, filed by the Manager pursuant to the
Investment Advisers Act of 1940 (SEC File No. 801-15798), which was
filed on March 25, 1998.

Item 27. Principal Underwriters

(a) The names of each investment company (other than the Registrant)
for which Registrant's principal underwriter is currently
distributing securities of the Registrant and also acts as a
principal underwriter, depositor or investment adviser are as
follows:

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 Henderson Global Fund Series, Inc.
Seligman Growth Fund, Inc.
Seligman Income Fund, Inc.
Seligman Municipal Fund Series, Inc.
Seligman Municipal Series Trust
Seligman New Jersey Municipal Fund, Inc.
Seligman Pennsylvania Municipal Fund Series
Seligman Portfolios, Inc.
Seligman Value Fund Series, Inc.

<PAGE>

File No. 2-93076
811-4103

PART C. OTHER INFORMATION (continued)

(b) Name of each director, officer or partner of each principal underwriter
named in the answer to Item 20:

Seligman Advisors, Inc.
As of January 31, 1999

(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

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
</TABLE>

<PAGE>

File No. 2-93076
811-4103

PART C. OTHER INFORMATION (continued)

<TABLE>
<CAPTION>
Seligman Advisors, Inc.
As of January 31, 1999
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
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

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
</TABLE>

<PAGE>

File No. 2-93076
811-4103

PART C. OTHER INFORMATION (continued)

<TABLE>
<CAPTION>
Seligman Advisors, Inc.
As of January 31, 1999
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
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

Thomas Parnell Regional Vice President None
5250 Greystone Drive #107
Inver Grove Heights, MN 55077

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

</TABLE>

<PAGE>

File No. 2-93076
811-4103

PART C. OTHER INFORMATION (continued)

<TABLE>
<CAPTION>
Seligman Advisors, Inc.
As of January 31, 1999
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
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.

Item 28. Location of Accounts and Records.

(1) Investors Fiduciary Trust Company
801 Pennsylvania
Kansas City, Missouri 64105 and

(2) Seligman Data Corp.
100 Park Avenue
New York, NY 10017

Item 29. Management Services. Not Applicable.

Item 30. Undertakings. The Registrant undertakes, (1) to furnish a copy of the
Registrant's latest annual report, upon request and without charge, to every
person to whom a prospectus is delivered and (2) 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.

<PAGE>

File No. 2-93076
811-4103

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this
Post-Effective Amendment No. 25 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 24th day of February, 1999.

SELIGMAN HIGH INCOME FUND SERIES

By: /s/ William C. Morris
-------------------------------
William C. Morris, Chairman

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Post-Effective Amendment No. 25 has been
signed below by the following persons in the capacities indicated on February
24, 1999.

Signature Title
--------- -----

/s/ Brian T.Zino Chairman of the Trustees (Principal
- ------------------------------------- executive officer) and Trustee
William C. Morris*

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

/s/ Thomas G. Rose Treasurer (Principal financial and
- ------------------------------------- Accounting Officer)
Thomas G. Rose

John R. Galvin, Trustee )
Alice S. Ilchman, Trustee )
Frank A. McPherson, Trustee )
John E. Merow, Trustee )
Betsy S. Michel, Trustee )
James C. Pitney, Trustee ) /s/ Brian T. Zino
James Q. Riordan, Trustee ) -------------------------------------
Richard R. Schmaltz, Trustee ) *Brian T. Zino, Attorney-In-Fact
Robert L. Shafer, Trustee )
James N. Whitson, Trustee )