SELIGMAN PENNSYLVANIA MUNICIPAL FUND SERIES
485BPOS, 1999-01-29
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                                                                FILE NO. 33-5793
                                                                        811-4666

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
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                                    FORM N-1A

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          |X|


                  PRE-EFFECTIVE AMENDMENT NO. __                          |_|

   
                  POST-EFFECTIVE AMENDMENT NO. 19                         |X|
    

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

   
                  AMENDMENT NO. 21                                        |X|
    


- --------------------------------------------------------------------------------
                   SELIGMAN PENNSYLVANIA MUNICIPAL 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 THE
APPROPRIATE BOX).

|_|   IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b) OF RULE 485

   
|X|   ON JANUARY 31, 1999 PURSUANT TO PARAGRAPH (b) OF RULE 485
    

|_|   60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(1) OF RULE 485


   
|_|   ON (DATE) PURSUANT TO PARAGRAPH (a)(1) OF RULE 485
    

|_|   75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(2) OF RULE 485

|_|   ON (DATE) PURSUANT TO PARAGRAPH (a)(2) OF RULE 485.

IF APPROPRIATE, CHECK THE FOLLOWING BOX:

|_| THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR A
    PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT.


<PAGE>


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

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

SELIGMAN MUNICIPAL FUND                                    
           SERIES, INC.

     SELIGMAN MUNICIPAL
           SERIES TRUST                                      [GRAPHIC]

    SELIGMAN NEW JERSEY
   MUNICIPAL FUND, INC.

  SELIGMAN PENNSYLVANIA
  MUNICIPAL FUND SERIES



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


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

MUNI-1 2/99


<PAGE>

Table of Contents

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

      New Jersey Fund    28

      New York Fund    30

      North Carolina Fund    32

      Ohio Fund    34

      Oregon Fund    36

      Pennsylvania Fund    38

      South Carolina Fund    40

      Management of the Funds    42

      Year 2000    43




TIMES CHANGE ... VALUES ENDURE

<PAGE>

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The Funds

OVERVIEW OF THE FUNDS

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

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

Seligman Municipal Series Trust offers the following four series: 

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

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

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

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

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

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

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

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

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

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


- --------------------------------------------------------------------------------
Alternative Minimum Tax (AMT):

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

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

<PAGE>


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

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

PRINCIPAL RISKS 

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

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

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

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

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

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

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

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

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



                                       2
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<PAGE>


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PAST PERFORMANCE

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

FEES AND EXPENSES 

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

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

   
                    Discussions of each Fund begin on page 4.
    



                                       3
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<PAGE>


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

National Fund

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES

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

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

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

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

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

PRINCIPAL RISKS

The National Fund is subject to the following principal risks:

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

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

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

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


                                       4
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<PAGE>

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

National Fund

PAST PERFORMANCE

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


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


                          Class A Annual Total Returns
                                 Calendar Years

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

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

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


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

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


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

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

FEES AND EXPENSES

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

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

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

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


Example

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

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

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

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


                                       5
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<PAGE>

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California High-Yield Fund

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES

The California High-Yield Fund seeks the maximum income exempt from regular
federal income taxes and from the personal income taxes of California consistent
with preservation of capital and with consideration given to capital gain.

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

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

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

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

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

PRINCIPAL RISKS

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

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

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

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

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

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

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


                                       6
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<PAGE>


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California High-Yield Fund

PAST PERFORMANCE

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


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


                          Class A Annual Total Returns
                                 Calendar Years

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


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

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


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

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

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

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

FEES AND EXPENSES

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

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

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

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


<PAGE>


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

Example

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

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

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

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



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

<PAGE>


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


California Quality Fund

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES

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

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

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

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

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

PRINCIPAL RISKS

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

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

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

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

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

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


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

<PAGE>


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

California Quality Fund

PAST PERFORMANCE

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


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


                          Class A Annual Total Returns
                                 Calendar Years

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


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

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



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

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

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


FEES AND EXPENSES

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

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

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

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


Example

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

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

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

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


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

<PAGE>


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

Colorado Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

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

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

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

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

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

PRINCIPAL RISKS

The Colorado Fund is subject to the following principal risks:

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

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

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

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

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


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

<PAGE>


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

Colorado Fund

Past Performance

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


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


                          Class A Annual Total Returns
                                 Calendar Years

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

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

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

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

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

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

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


FEES AND EXPENSES

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

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

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

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


Example

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

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

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

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


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


<PAGE>


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

Florida Fund

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES

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

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

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

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

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

PRINCIPAL RISKS

The Florida Fund is subject to the following principal risks:

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

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

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

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

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


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

<PAGE>


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

Florida Fund

PAST PERFORMANCE

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

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


                          Class A Annual Total Returns
                                 Calendar Years

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

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

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


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

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

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

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

FEES AND EXPENSES

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

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

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

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


Example

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

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

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

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


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

<PAGE>


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

Georgia Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

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

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

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

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

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

PRINCIPAL RISKS

The Georgia Fund is subject to the following principal risks:

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

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

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

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

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


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

<PAGE>


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

Georgia Fund

PAST PERFORMANCE

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


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


                          Class A Annual Total Returns
                                 Calendar Years

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

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


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

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

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


FEES AND EXPENSES

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

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

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


<PAGE>


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

Example

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

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

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

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


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


<PAGE>


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

Louisiana Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

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

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

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

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

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

PRINCIPAL RISKS

The Louisiana Fund is subject to the following principal risks:

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

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

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

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

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



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

<PAGE>


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

Louisiana Fund

PAST PERFORMANCE

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


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


                          Class A Annual Total Returns
                                 Calendar Years

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

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

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


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

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

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


FEES AND EXPENSES

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

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

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

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


Example

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

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

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

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


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

<PAGE>


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

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

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

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

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

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

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

PRINCIPAL RISKS

The Maryland Fund is subject to the following principal risks:

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

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

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

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

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


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

<PAGE>


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

Maryland Fund

PAST PERFORMANCE

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


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


                          Class A Annual Total Returns
                                 Calendar Years

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

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

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

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

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


FEES AND EXPENSES

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

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

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

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


Example

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

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

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

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


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

<PAGE>


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

Massachusetts Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

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

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

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

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

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

PRINCIPAL RISKS

The Massachusetts Fund is subject to the following principal risks:

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

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


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

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

o    Because the Fund invests primarily in the securities of Massachusetts
     issuers, its performance may be affected by local, state, and regional
     factors. These may include state or local legislation or policy changes,
     economics, natural disasters, and the possibility of credit problems.
     Massachusetts and certain of its cities, towns, counties, and other
     political subdivisions have at certain times in the past experienced
     serious financial difficulties which have adversely affected their credit
     standing. The recurrence of these financial difficulties could adversely
     affect the market value and marketability of, or result in default payments
     on, outstanding obligations issued by Massachusetts or its public
     authorities or municipalities.
    


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

<PAGE>


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

Massachusetts Fund

PAST PERFORMANCE

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


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


                          Class A Annual Total Returns
                                 Calendar Years

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

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

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


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

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

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

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


FEES AND EXPENSES

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

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

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

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


Example

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


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

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

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


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

<PAGE>


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

Michigan Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

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

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

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

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

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

PRINCIPAL RISKS

The Michigan Fund is subject to the following principal risks:

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

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

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

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

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


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

<PAGE>


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

Michigan Fund

PAST PERFORMANCE

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


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


                          Class A Annual Total Returns
                                 Calendar Years

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

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


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

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

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

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

FEES AND EXPENSES

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

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

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

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



Example

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


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

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

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


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

<PAGE>


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

Minnesota Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

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

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

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

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

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

PRINCIPAL RISKS

The Minnesota Fund is subject to the following principal risks

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

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

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

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

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


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

<PAGE>


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

Minnesota Fund

PAST PERFORMANCE

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


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


                          Class A Annual Total Returns
                                 Calendar Years

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

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

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


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

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

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

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

FEES AND EXPENSES

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

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

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

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



Example

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


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

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

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


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


<PAGE>


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

Missouri Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

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

The Missouri Fund uses the following strategies to pursue its objective

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

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

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

PRINCIPAL RISKS

The Missouri Fund is subject to the following principal risks:

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

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

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

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

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


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

<PAGE>


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

Missouri Fund

PAST PERFORMANCE

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


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


                          Class A Annual Total Returns
                                 Calendar Years

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

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

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


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

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

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

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

FEES AND EXPENSES

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

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

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

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



Example

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


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

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

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


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


<PAGE>


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

New Jersey Fund

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES

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

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

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

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

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

PRINCIPAL RISKS

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

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

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

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

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

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


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

<PAGE>


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

New Jersey Fund

PAST PERFORMANCE

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

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


                          Class A Annual Total Returns
                                 Calendar Years

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

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

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


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

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

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

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

FEES AND EXPENSES

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

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

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

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


Example

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


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

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

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


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


<PAGE>


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

New York Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

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

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

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

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

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

PRINCIPAL RISKS

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

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

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

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

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

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


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

<PAGE>


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

New York Fund

PAST PERFORMANCE

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

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


                          Class A Annual Total Returns
                                 Calendar Years

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

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

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


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

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

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

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

FEES AND EXPENSES

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

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

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

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


Example

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


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

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

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


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


<PAGE>


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

North Carolina Fund

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES

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

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

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

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

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

PRINCIPAL RISKS

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

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

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

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

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

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


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


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


North Carolina Fund

PAST PERFORMANCE

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


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


                          Class A Annual Total Returns
                                 Calendar Years

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


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

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


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

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

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

(1)  From 8/31/90.

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

FEES AND EXPENSES

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

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

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

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


Example

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


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

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

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


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


<PAGE>


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

Ohio Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

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

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

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

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

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

PRINCIPAL RISKS

The Ohio Fund is subject to the following principal risks:

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

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

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

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

o    Because the Fund invests primarily in the securities of Ohio issuers, its
     performance may be affected by local, state, and regional factors. These
     may include state or local legislation or policy changes, economics,
     natural disasters, and the possibility of credit problems. Ohio's economy
     relies in part on durable goods manufacturing largely concentrated in motor
     vehicles and equipment, steel, rubber products and household appliances. As
     a result, general economic activity, as in many other industrially
     developed states, tends to be more cyclical than in other states and in the
     nation as a whole.
    



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


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

Ohio Fund

PAST PERFORMANCE 

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

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

   
                          Class A Annual Total Returns
                                 Calendar Years

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


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

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


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

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

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

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

FEES AND EXPENSES

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

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

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

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


Example

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


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

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

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


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


<PAGE>

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


Oregon Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

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

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

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

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

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

Principal Risks

The Oregon Fund is subject to the following principal risks:

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

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

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

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

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



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


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

Oregon Fund

PAST PERFORMANCE

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

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


                          Class A Annual Total Returns
                                 Calendar Years

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


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

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


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

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

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

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

FEES AND EXPENSES

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

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

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

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


Example

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


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

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

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


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


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

Pennsylvania Fund

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES

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

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

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

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

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

PRINCIPAL RISKS

The Pennsylvania Fund is subject to the following principal risks:

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

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

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

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

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




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


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

Pennsylvania Fund

PAST PERFORMANCE

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

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


                          Class A Annual Total Returns
                                 Calendar Years

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


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

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


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

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

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

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

FEES AND EXPENSES

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

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

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

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


Example

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


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

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

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


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


<PAGE>


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

South Carolina Fund

INVESTMENT OBJECTIVES/PRINCIPAL STRATEGIES

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

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

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

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

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

Principal Risks

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

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

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

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

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

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


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


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

South Carolina Fund

PAST PERFORMANCE

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

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


                          Class A Annual Total Returns
                                 Calendar Years

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


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

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


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

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

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

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

FEES AND EXPENSES

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

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

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

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


Example

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


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

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

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


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

<PAGE>


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

MANAGEMENT OF THE FUNDS

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

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

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

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

Portfolio Management

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


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

Affilates of Seligman

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

   
Seliman Services, Inc.:
    

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

Seligman Data Corp. (SDC):

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

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


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


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

YEAR 2000

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

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

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

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

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


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

<PAGE>


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

Shareholder Information

DECIDING WHICH CLASS OF SHARES TO BUY

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

     o    The amount you plan to invest.

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

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

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

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

Class A

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

<TABLE>
<CAPTION>
                                                         Sales Charge    Regular Dealer
                                      Sales Charge          as a %          Discount
                                         as a %             of Net          as a % of
      Amount of your Investment   of Offering Price(1)  Amount Invested  Offering Price
      --------------------------  --------------------  ---------------  --------------
<S>                                       <C>                <C>              <C>  
      Less than $ 50,000                  4.75%              4.99%            4.25%
      $50,000 - $ 99,999                  4.00               4.17             3.50
      $100,000 - $249,999                 3.50               3.63             3.00
      $250,000 - $499,999                 2.50               2.56             2.25
      $500,000 - $999,999                 2.00               2.04             1.75
      $1,000,000 and over(2)              0.00               0.00             0.00
</TABLE>

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

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

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

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

Class D

     o    No initial sales charge on purchases.

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

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

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


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

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


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

<PAGE>


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

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

How CDSCs Are Calculated

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

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

PRICING OF FUND SHARES

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

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

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

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

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


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

<PAGE>


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

OPENING YOUR ACCOUNT

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

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

The required minimum initial investments are:

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

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

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

You will be sent a statement confirming your purchase, and any subsequent
transactions in your account. You will also be sent at least annually, a
statement detailing all your transactions in the Fund and all other Seligman
funds you own. Duplicate account statements will be sent to you free of charge
for the current year and most recent prior year. Copies of year-end statements
for prior years are available for a fee of $10 per year, per account, with a
maximum charge of $150 per account request. Send your request and a check for
the fee to SDC.
    

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

HOW TO BUY ADDITIONAL SHARES

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

Send investment checks to:

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

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


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

<PAGE>


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

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

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

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

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

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

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

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

HOW TO EXCHANGE SHARES BETWEEN THE SELIGMAN MUTUAL FUNDS

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

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

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

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


                                       47
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<PAGE>


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

HOW TO SELL SHARES

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       48
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<PAGE>


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

IMPORTANT POLICIES THAT MAY AFFECT YOUR ACCOUNT

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

     o    Refuse an exchange request if:

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

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

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

     o    Refuse any request to buy Fund shares.

     o    Reject any request received by telephone.

     o    Suspend or terminate telephone services.

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

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

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

Telephone Services

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

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

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

     o    Change your address

     o    Establish systematic withdrawals to address of record
    

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

Restrictions apply to certain types of accounts:

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

     o    Corporations may not sell Fund shares by phone.

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

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

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

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

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

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

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

Reinstatement Privilege 

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


                                       49
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<PAGE>


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

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

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

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

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

Capital Gain Distribution:

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

Ex-dividend Date:

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

   
You may elect to:

(1)  reinvest both dividends and capital gain distributions;

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

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

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

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

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

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

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

TAXES

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

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

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

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

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


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

<PAGE>


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

Financial Highlights


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


NATIONAL FUND

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

    

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


                                       51
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<PAGE>


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

CALIFORNIA HIGH-YIELD FUND

   

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

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

CALIFORNIA QUALITY FUND

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

    

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


                                       52
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<PAGE>


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

COLORADO FUND

   

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

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


FLORIDA FUND

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

    

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

                                       53
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<PAGE>


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

GEORGIA FUND

   

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


LOUISIANA FUND

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

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

    

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

                                       54
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<PAGE>


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

MARYLAND FUND

   

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

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



MASSACHUSETTS FUND                                                                     

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

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

    

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

                                       55
- --------------------------------------------------------------------------------

<PAGE>


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

MICHIGAN FUND

   

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

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


MINNESOTA FUND                       

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

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

    

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

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

<PAGE>


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

MISSOURI FUND

   

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


NEW JERSEY FUND

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

    

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


                                       57
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<PAGE>


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

NEW YORK FUND

   

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

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


NORTH CAROLINA FUND

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

    

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

                                       58
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<PAGE>


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

OHIO FUND

   

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

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


OREGON FUND

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

    

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

                                       59
- --------------------------------------------------------------------------------

<PAGE>


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

PENNSYLVANIA FUND

   

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


SOUTH CAROLINA FUND

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

- ----------

*    Per share amounts are based on average shares outstanding.

**   For periods prior to 1996 (1997 for the Florida and the North Carolina
     Fund), Seligman voluntarily waived a portion of its management fee. These
     amounts reflect the effect of the waivers.

(1)  Commencement of offering of Class D shares.
(2)  Not annualized.
(3)  Annualized.
(4)  For the year ended September 30, 1994.

    

                                       60
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<PAGE>


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How to Contact Us

The Fund                     Write:    Corporate Communications/
                                       Investor Relations Department
                                       J. & W. Seligman & Co. Incorporated
                                       100 Park Avenue, New York, NY 10017

                             Phone:    Toll-Free (800) 221-7844 in the US or
                                       (212) 850-1864 outside the US

                             Website : http://www.seligman.com

Your Regular                         
(Non-Retirement)                     
Account                      Write:    Shareholder Services Department
                                       Seligman Data Corp.
                                       100 Park Avenue, New York, NY 10017

                             Phone:    Toll-Free (800) 221-2450 in the US or
                                       (212) 682-7600 outside the US

                             Website : http://www.seligman.com



                --------------------------------------------------
                  24-hour telephone access is available by     
                  dialing (800) 622-4597 on a touchtone        
                  telephone. You will have instant access      
                  to price, yield, account balance, most       
                  recent transaction, and other information.   
               --------------------------------------------------


                                       61
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<PAGE>


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

For More Information









             -----------------------------------------------------------  
                                                                          
             The following information is available without charge upon   
             request: Call toll-free (800) 221-2450 in the US or (212)    
             682-7600 outside the US.                                     
                                                                          
             Statement of Additional Information (SAI) contains           
             additional information about the Fund. It is on file with    
             the Securities and Exchange Commission (SEC) and is          
             incorporated by reference into (is legally part of) this     
             prospectus.                                                  
                                                                          
             Annual/Semi-Annual Reports contain additional information    
             about the Fund's investments. In the Fund's annual report,   
             you will find a discussion of the market conditions          
                                                                          
             -----------------------------------------------------------  
             


                            SELIGMAN ADVISORS, INC.
                                an affiliate of

                                     [LOGO]

                             J. & W. SELIGMAN & CO.
                                  INCORPORATED

                                ESTABLISHED 1864

                         100 Park Avenue, New York 10017



Information about the Fund, including the SAI, can be viewed and copied at the
SEC's Public Reference Room in Washington, DC. For information about the
operation of the Public Reference Room, call (800) SEC-0330. The SAI,
Annual/Semi-Annual reports and other information about the Fund are also
available on the SEC's Internet site: http://www.sec.gov.

Copies of this information may be obtained, upon payment of a duplicating fee,
by writing: Public Reference Section of the SEC, Washington, DC 20549-6009.

SEC FILE NUMBERS:    Seligman Municipal Fund Series, Inc.: 811-3828
                     Seligman Municipal Series Trust: 811-4250
                     Seligman New Jersey Municipal Fund, Inc.: 811-5126
                     Seligman Pennsylvania Municipal Fund Series: 811-4666




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

<PAGE>

                   SELIGMAN PENNSYLVANIA MUNICIPAL FUND SERIES


                       Statement of Additional Information
                                February 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 Prospectus of the Seligman Municipal Funds,
dated  February  1, 1999.  This SAI,  although  not in itself a  prospectus,  is
incorporated by reference into the Prospectus in its entirety. It should be read
in conjunction with the prospectus,  which may be obtained by writing or calling
the Fund at the above address or telephone numbers.

The financial statements and notes included in the Fund's Annual Report, and the
Independent Auditors' Report thereon, are incorporated herein by reference.  The
Annual  Report will be furnished to you without  charge if you request a copy of
this SAI.




                                Table of Contents
   
Fund History .........................................................  2
Description of the Fund and Its Investments and Risks ................  2
Management of the Fund ...............................................  8
Control Persons and Principal Holders of Securities...................  13
Investment Advisory and Other Services ...............................  13
Brokerage Allocation and Other Practices .............................  17
Shares of Beneficial Interest and Other Securities ...................  18
Purchase, Redemption, and Pricing of Shares ..........................  18
Taxation of the Fund .................................................  22
Underwriters..........................................................  24
Calculation of Performance Data ......................................  26
Financial Statements..................................................  28
General Information...................................................  28
Appendix A ...........................................................  30
Appendix B ...........................................................  33
Appendix C ...........................................................  36
    

TED1A

<PAGE>


                                  Fund History

The  Fund  was  organized  as an  unincorporated  trust  under  the  laws of the
Commonwealth of Pennsylvania by a Declaration of Trust dated May 13, 1986.

              Description of the Fund and Its Investments and Risks

Classification

The Fund is a non-diversified, open-end management investment company, or mutual
fund.

Investment Strategies and Risks

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

The Fund is expected to invest principally,  without percentage limitations,  in
municipal  securities  which on the date of purchase  are rated  within the four
highest rating  categories of Moody's  Investors Service (Moody's) or Standard &
Poor's  Corporation  (S&P).  Municipal  Securities rated in these categories are
commonly  referred  to as  investment  grade.  The Fund may invest in  municipal
securities  that are not  rated,  or which do not fall into the  credit  ratings
noted above if, based upon credit analysis,  it is believed that such securities
are of comparable quality.  In determining  suitability of investment in a lower
rated or unrated security,  the Fund will take into consideration asset and debt
service coverage, the purpose of the financing, history of the issuer, existence
of other  rated  securities  of the  issuer and other  considerations  as may be
relevant, including comparability to other issuers.

Although securities rated in the fourth rating category are commonly referred to
as  investment  grade,  investment  in such  securities  could involve risks not
usually  associated with bonds rated in the first three categories.  Bonds rated
BBB by S&P are more  likely  as a  result  of  adverse  economic  conditions  or
changing  circumstance to exhibit a weakened capacity to pay interest and re-pay
principal than bonds in higher rating  categories and bonds rated Baa by Moody's
lack  outstanding  investment  characteristics  and  in  fact  have  speculative
characteristics according to Moody's.  Municipal securities in the fourth rating
category of S&P or Moody's will generally  provide a higher yield than do higher
rated municipal securities of similar maturities; however, they are subject to a
greater degree of  fluctuation  in value as a result of changing  interest rates
and economic conditions.  The market value of the municipal securities will also
be affected by the degree of interest of dealers to bid for them, and in certain
markets dealers may be more unwilling to trade municipal securities rated in the
fourth rating categories than in the higher rating categories.

A description of the credit rating categories is contained in Appendix A to this
Statement.

From  time to time,  proposals  have been  introduced  before  Congress  for the
purpose of  restricting  or  eliminating  the federal  income tax  exemption for
interest on municipal  securities and for providing state and local  governments
with federal credit assistance. Reevaluation of the Fund's investment objectives
and structure might be necessary in the future due to market conditions that may
result from future changes in the tax laws.

Pennsylvania  Municipal  Securities.  Pennsylvania  Municipal Securities include
notes,  bonds and commercial paper issued by or on behalf of the Commonwealth of
Pennsylvania, its political subdivisions,  agencies, and instrumentalities,  the
interest  on which is, in the  opinion of counsel of the  issuers,  exempt  from
regular  federal and  Pennsylvania  income  taxes.  Such  securities  are traded
primarily in an over-the-counter market. The Fund may invest, without percentage
limitations, in certain private activity bonds, the interest on which is treated
as a preference item for purposes of the alternative minimum tax.


                                       2
<PAGE>

Under the Investment  Company Act of 1940 (1940 Act), the  identification of the
issuer of municipal  bonds or notes  depends on the terms and  conditions of the
obligation. If the assets and revenues of an agency, authority,  instrumentality
or other  political  subdivision  are  separate  from  those  of the  government
creating the  subdivision  and the  obligation  is backed only by the assets and
revenues of the  subdivision,  such  subdivision is regarded as the sole issuer.
Similarly,  in the case of an industrial  development  revenue bond or pollution
control  revenue bond,  if only the assets and revenues of the  non-governmental
user back the bond, the non-governmental user is regarded as the sole issuer. If
in  either  case  the  creating  government  or  another  entity  guarantees  an
obligation,  the security is treated as an issue of such guarantor to the extent
of the value of the guarantee.

   
The Fund invests principally in long-term  municipal bonds.  Municipal bonds are
issued to obtain funds for various public  purposes,  including the construction
of a wide  range of  public  facilities  such as  airports,  bridges,  highways,
housing,  hospitals,  mass  transportation,  schools,  streets,  water and sewer
works,  and gas and electric  utilities.  Municipal  bonds also may be issued in
connection  with the refunding of outstanding  obligations,  obtaining  funds to
lend  to  other  public  institutions,   and  for  general  operating  expenses.
Industrial development bonds are issued by or on behalf of public authorities to
obtain funds to provide various  privately-operated  facilities for business and
manufacturing,  housing,  sports,  pollution  control,  and  for  airport,  mass
transit, port and parking facilities.
    

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

   
The Fund, with respect to 75% of its assets, will not purchase any revenue bonds
if as a result of such  purchase  more  than 5% of the  Fund's  assets  would be
invested in the revenue bonds of a single issuer.
    

The Fund may also invest in municipal notes.  Municipal notes generally are used
to provide for short-term  capital needs and generally  have  maturities of five
years or less. Municipal Notes include:

    1. Tax Anticipation Notes and Revenue  Anticipation  Notes. Tax anticipation
notes and revenue  anticipation  notes are issued to finance  short-term working
capital needs of political subdivisions.  Generally,  tax anticipation notes are
issued in anticipation of various tax revenues,  such as income,  sales and real
property  taxes,  and are payable  from these  specific  future  taxes.  Revenue
anticipation  notes are  issued in  expectation  of  receipt  of other  kinds of
revenue, such as grant or project revenues. Usually political subdivisions issue
notes combining the qualities of both tax and revenue anticipation notes.

    2. Bond Anticipation  Notes.  Bond anticipation  notes are issued to provide
interim financing until long-term financing can be arranged.  In most cases, the
long-term bonds then provide the money for the repayment of the notes.

Issues of municipal Commercial Paper typically represent short-term,  unsecured,
negotiable promissory notes. In most cases, municipal commercial paper is backed
by letters of credit,  lending agreements,  note repurchase  agreements or other
credit facility agreements offered by banks or other institutions.

   
Variable  and  Floating  Rate  Securities.  The Fund may  purchase  floating  or
variable rate securities, including participation interests therein. Investments
in floating or variable  rate provide that the rate of interest is either pegged
to money market rates or set as a specific percentage of a designated base rate,
such as rates on Treasury  Bonds or Treasury  Bills or the prime rate of a major
commercial  bank. A floating rate or variable rate security  generally  provides
that the Fund can demand  payment of the  
    


                                       3
<PAGE>

   
obligation  on short  notice  (daily or  weekly,  depending  on the terms of the
obligation)  at an amount equal to par (face value) plus  accrued  interest.  In
Unusual  circumstances,  the amount received may be more or less than the amount
the Fund paid for the securities.

Variable  rate  securities  provide for a specified  periodic  adjustment in the
interest  rate,  while  floating  rate  securities  have an interest  rate which
changes  whenever  there is a  change  in the  designated  base  interest  rate.
Frequently  such  securities  are  secured by letters of credit or other  credit
support  arrangements  provided by banks. The quality of the underlying creditor
or of the  bank or  issuer,  as the  case  may be,  must  be  equivalent  to the
standards set forth with respect to taxable investments below.

The maturity of variable or floating rate obligations  (including  participation
interests  therein) is deemed to be the longer of (1) the notice period required
before the Fund is entitled to receive payment of the obligation upon demand, or
(2) the period remaining until the  obligation's  next interest rate adjustment.
If the Fund does not redeem the  obligation  through  the  demand  feature,  the
obligation  will mature on a specific  date,  which may range up to thirty years
from the date of its issuance.

Participation  Interests.  From time to time,  the Fund may purchase from banks,
participation  interests  in all or  part  of  specific  holdings  of  municipal
securities. A participation interest gives the Fund an undivided interest in the
municipal  security in the  proportion  that the Fund's  participation  interest
bears to the total principal  amount of the municipal  security and provides the
demand repurchase feature described above.  Participations are frequently backed
by an  irrevocable  letter of credit  or  guarantee  of a bank that the Fund has
determined  meets its prescribed  quality  standards.  The Fund has the right to
sell the instrument back to the bank and draw on the letter of credit on demand,
on short notice, for all or any part of the Fund's participation interest in the
municipal  security,  plus  accrued  interest.  The Fund intends to exercise the
demand under the letter of credit only (1) upon a default under the terms of the
documents of the municipal security, (2) as needed to provide liquidity in order
to meet  redemptions,  or (3) to maintain a high quality  investment  portfolio.
Banks  will  retain a service  and  letter of credit  fee and a fee for  issuing
repurchase  commitments in an amount equal to the excess of the interest paid on
the municipal  securities over the negotiated yield at which the instruments are
purchased by the Fund. Participation interests will be purchased only if, in the
opinion of counsel,  interest  income on such interests will be tax-exempt  when
distributed  as dividends to  shareholders  of the Fund. The Fund currently does
not purchase participation interests and has no current intention of doing so.

When-Issued  Securities.  The  Fund  may  purchase  municipal  securities  on  a
"when-issued"  basis,  which means that  delivery of and payment for  securities
normally take place in less than 45 days after the date of the buyer's  purchase
commitment.  The  payment  obligation  and  the  interest  rate  on  when-issued
securities are each fixed at the time the purchase  commitment is made, although
no interest  accrues to a purchaser  prior to the  settlement of the purchase of
the  securities.  As a result,  the yields obtained and the market value of such
securities  may be  higher  or lower on the date  the  securities  are  actually
delivered to the buyer.  The Fund will generally  purchase a municipal  security
sold on a  when-issued  basis  with the  intention  of  actually  acquiring  the
securities on the settlement date.

A separate account consisting of cash or high-grade liquid debt securities equal
to the amount of outstanding purchase commitments is established with the Fund's
custodian in connection with any purchase of when-issued securities. The account
is  marked to market  daily,  with  additional  cash or liquid  high-grade  debt
securities  added when  necessary.  The Fund meets its respective  obligation to
purchase  when-issued  securities from outstanding cash balances,  sale of other
securities or,  although it would not normally expect to do so, form the sale of
the when-issued  securities themselves (which may have a market value greater or
lesser than the Fund's payment obligations).

Municipal  securities  purchased on a when-issued basis and the other securities
held in the Fund are subject to changes in market  value based upon the public's
perception  of  the  creditworthiness  of  the  issuer  and  changes,   real  or
anticipated,  in the level of interest  rates  (which will  generally  result in
similar changes in value,  i.e., both  experiencing  appreciation  when interest
rates decline and  depreciation  when interest  rates rise).  Therefore,  to the
extent the Fund remains  substantially  fully  invested at the same
    


                                       4
<PAGE>

   
time that it has purchased  securities on a when-issued  basis,  there will be a
greater  possibility  that the  market  value of the  Fund's  assets  will vary.
Purchasing a municipal  security on a when-issued  basis can involve a risk that
the yields  available in the market when the delivery  takes place may be higher
than those obtained on the security purchased on a when-issued basis.

Standby  Commitments.  The Fund is  authorized  to acquire  standby  commitments
issued by banks with respect to securities  they hold,  although the Fund has no
present  intention  of  investing  any  assets  in  standby  commitments.  These
commitments  would obligate the seller of the standby  commitment to repurchase,
at the Fund's option, specified securities at a specified price.

The  price  which the Fund  would  pay for  municipal  securities  with  standby
commitments  generally  would be higher than the price which  otherwise would be
paid  for the  municipal  securities  alone,  and the  Fund  would  use  standby
commitments  solely to facilitate  portfolio  liquidity.  The standby commitment
generally  is for a shorter  term than the maturity of the security and does not
restrict in any way the Fund's right to dispose of or retain the security. There
is a risk that the seller of a standby  commitment may not be able to repurchase
the security  upon the exercise of the right to resell by the Fund.  To minimize
such risks,  the Fund is presently  authorized  to acquire  standby  commitments
solely from banks deemed creditworthy. The Board of Trustees may, in the future,
consider  whether the Fund should be  permitted to acquire  standby  commitments
from dealers. Prior to investing in standby commitments of dealers, the Fund, if
it  deems  necessary  based  upon  the  advice  of  counsel,  will  apply to the
Securities  and  Exchange  Commission  for an exemptive  order  relating to such
commitments  and the  valuation  thereof.  There  can be no  assurance  that the
Securities and Exchange Commission will issue such an order.

Standby  commitments  with  respect  to  portfolio  securities  of the Fund with
maturities of less than 60 days which are separate from the underlying portfolio
securities are not assigned a value. The cost of any such standby commitments is
carried as an unrealized loss from the time of purchase until it is exercised or
expires.  Standby  commitments with respect to portfolio  securities of the Fund
with  maturities  of 60 days or more  which  are  separate  from the  underlying
portfolio  securities are valued at fair value as determined in accordance  with
procedures established by the Board of Trustees. The Board of Trustees would, in
connection  with  the  determination  of  value  of such a  standby  commitment,
consider, among other factors, the creditworthiness of the writer of the standby
commitment,  the duration of the standby  commitment,  the dates on which or the
periods during which the standby  commitment may be exercised and the applicable
rules and regulations of the Securities and Exchange Commission.

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

Borrowing.  The Fund may borrow money only from banks and only for  temporary or
emergency  purposes  (but not for the  purchase of portfolio  securities)  in an
amount  not in excess  of 10% of the  value of its total  assets at the time the
borrowing is made (not including the amount borrowed).  Permitted borrowings may
be  secured  or  unsecured.  The Fund  will not  purchase  additional  portfolio
securities if the Fund has  outstanding  borrowings in excess of 5% of the value
of its total assets.

Taxable  Investments.  Under normal market conditions,  the Fund will attempt to
invest  100% and as a matter of  fundamental  policy will invest at least 80% of
the value of its net assets in  securities  the interest 
    


                                       5
<PAGE>

   
on which is exempt  from  regular  federal  income tax and  California  personal
income tax. Such interest,  however,  may be subject to the federal  alternative
minimum tax.

Under normal market conditions, temporary investments in taxable securities will
be limited as a matter of  fundamental  policy to 20% of the value of the Fund's
net assets.
    

Except as otherwise  specifically noted above, the Fund's investment  strategies
are not  fundamental  and the Fund,  with the approval of the Board of Trustees,
may change such strategies without the vote of shareholders.

Fund Policies

   
The Fund is subject to fundamental  policies that place  restrictions on certain
types of  investments.  These  policies  cannot be  changed  except by vote of a
majority of the outstanding voting securities of the Fund. Under these policies,
the Fund may not:
    

- -    Borrow  money,  except from banks for temporary  purposes  (such as meeting
     redemption  requests or for extraordinary or emergency purposes but not for
     the purchase of portfolio securities) in an amount not to exceed 10% of the
     value of its total assets at the time the borrowing is made (not  including
     the  amount  borrowed).  The Fund will not  purchase  additional  portfolio
     securities  if the Fund has  outstanding  borrowings in excess of 5% of the
     value of its total assets;

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

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

- -    As to 50% of the  value of its total  assets,  purchase  securities  of any
     issuer if  immediately  thereafter  more than 5% of total  assets at market
     value would be invested in the  securities of any issuer  (except that this
     limitation  does not  apply  to  obligations  issued  or  guaranteed  as to
     principal   and  interest  by  the  US   Government   or  its  agencies  or
     instrumentalities);

   
- -    Invest  in  securities  issued  by other  investment  companies,  except in
     connection with a merger,  consolidation,  acquisition or reorganization or
     for the  purpose  of  hedging  the Fund's  obligations  under the  Deferred
     Compensation Plan for Directors;
    

- -    Purchase  or hold any real  estate,  except  that  the Fund may  invest  in
     securities secured by real estate or interests therein or issued by persons
     (other than real  estate  investment  trusts)  which deal in real estate or
     interests therein;

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

- -    Write  or  purchase  put,  call,  straddle  or  spread  options;   purchase
     securities on margin or sell "short"; or underwrite the securities of other
     issuers,  except that the Fund may be deemed an  underwriter  in connection
     with the purchase and sale of portfolio securities;

- -    Purchase or sell  commodities  or  commodity  contracts  including  futures
     contracts; or

- -    Make loans, except to the extent that the purchase of notes, bonds or other
     evidences of indebtedness or deposits with banks may be considered loans.

The Fund  also may not  change  its  investment  objective  without  shareholder
approval.


                                       6
<PAGE>

Under the 1940 Act, a "vote of a majority of the outstanding  voting securities"
of the Fund means the affirmative vote of the lesser of (1) more than 50% of the
outstanding  shares  of the  Fund or (2) 67% or more of the  shares  of the Fund
present at a shareholders' meeting if more than 50% of the outstanding shares of
the Fund are represented at the meeting in person or by proxy.

Temporary Defensive Position

   
In  abnormal  market  conditions,  if, in the  judgment  of the Fund,  municipal
securities satisfying the Fund's investment objectives may not be purchased, the
Fund may, for defensive purposes, temporarily invest in instruments the interest
on which is exempt from regular  federal  income taxes,  but not state  personal
income taxes. Such securities would include those described under  "Pennsylvania
Municipal Securities" above that would otherwise meet the Fund's objectives.

Also, in abnormal market conditions, the Fund may invest on a temporary basis in
fixed-income securities,  the interest on which is subject to federal, state, or
local  income  taxes,  pending  the  investment  or  reinvestment  in  municipal
securities of the proceeds of sales of shares or sales of portfolio  securities,
in order to avoid the necessity of  liquidating  portfolio  investments  to meet
redemptions  of shares by  investors or where  market  conditions  due to rising
interest  rates  or  other  adverse  factors  warrant  temporary  investing  for
defensive  purposes.  Investments in taxable securities will be substantially in
securities  issued or guaranteed by the United States Government (such as bills,
notes and bonds), its agencies,  instrumentalities or authorities;  highly-rated
corporate  debt  securities  (rated Aa3 or better by Moody's or AA- or better by
S&P);  prime  commercial  paper  (rated P-1 by Moody's or A-1+/A-1 by S&P);  and
certificates  of deposit of the 100  largest  domestic  banks in terms of assets
which are  subject  to  regulatory  supervision  by the US  Government  or state
governments and the 50 largest foreign banks in terms of assets with branches or
agencies in the United States. Investments in certificates of deposit of foreign
banks and  foreign  branches of US banks may involve  certain  risks,  including
different regulation, use of different accounting procedures, political or other
economic developments, exchange controls, or possible seizure or nationalization
of foreign deposits.
    

Portfolio Turnover

Portfolio  transactions will be undertaken  principally to accomplish the Fund's
objective in relation to anticipated  movements in the general level of interest
rates but the Fund may also engage in  short-term  trading  consistent  with its
objective. Securities may be sold in anticipation of a market decline (a rise in
interest  rates) or  purchased  in  anticipation  of a market rise (a decline in
interest rates) and later sold. In addition,  a security may be sold and another
purchased  at  approximately  the  same  time to  take  advantage  of  what  the
investment  manager  believes to be a temporary  disparity  in the normal  yield
relationship between the two securities.

   
The Fund's  portfolio  turnover  rate is  calculated  by dividing  the lesser of
purchases  or sales of portfolio  securities  for the fiscal year by the monthly
average  of the  value  of the  portfolio  securities  owned  during  the  year.
Securities whose maturity or expiration date at the time of acquisition were one
year or less are excluded from the calculation.  The Fund's  portfolio  turnover
rates for the fiscal years ended  September  30, 1998 and 1997,  were 13.05% and
32.99 %,  respectively.  The fluctuation in portfolio turnover rates of the Fund
resulted  from  conditions  in the  Pennsylvania  municipal  market.  The Fund's
portfolio  turnover  rate will not be a limiting  factor  when the Fund deems it
desirable to sell or purchase securities.
    



                                       7
<PAGE>


                             Management of the Fund
Board of Trustees

The Board of Trustees provides broad supervision over the affairs of the Fund.

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,  Chairman and
             (60)                Board, Chief Executive          Chief  Executive  Officer,  the Seligman Group of investment
                                 Officer and Chairman of the     companies;   Chairman,   Seligman  Advisors,  Inc,  Seligman
                                 Executive Committee             Services,  Inc., and Carbo Ceramics Inc.,  ceramic proppants
                                                                 for oil and gas  industry;  Director,  Seligman  Data Corp.,
                                                                 Kerr-McGee  Corporation,  diversified  energy  company;  and
                                                                 Sarah  Lawrence  College;  and a  Member  of  the  Board  of
                                                                 Governors of the  Investment  Company  Institute.  Formerly,
                                                                 Director,  Daniel  Industries Inc.,  manufacturer of oil and
                                                                 gas metering equipment.                                     

   
        Brian T. Zino*           Trustee, President and Member   Director and President, J. & W. Seligman & Co. Incorporated; 
             (46)                of the Executive Committee      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 Investments, J.
             (58)                Executive Committee             & W. Seligman & Co.  Incorporated;  Director or Trustee, the
                                                                 Seligman Group of investment companies;  Director,  Seligman
                                                                 Henderson  Co.,  and  Trustee  Emeritus  of  Colby  College.
                                                                 Formerly,  Director,  Investment  Research  at  Neuberger  &
                                                                 Berman from May 1993 to September 1996.                     
</TABLE>


                                       8
<PAGE>

<TABLE>
<CAPTION>
             Name,                                                                   Principal
           (Age) and                  Positions(s) Held                          Occupation(s) During
            Address                      with Fund                                  Past 5 Years
            -------                      ---------                                  ------------
<S>                              <C>                             <C>
        John R. Galvin                      Trustee              Dean,   Fletcher  School  of  Law  and  Diplomacy  at  Tufts 
             (69)                                                University;  Director  or  Trustee,  the  Seligman  Group of  
       Tufts University                                          investment companies; Chairman, American Council on Germany;  
        Packard Avenue,                                          a Governor of the Center for Creative Leadership;  Director;  
       Medford, MA 02155                                         Raytheon Co., electronics;  National Defense University; and  
                                                                 the  Institute  for Defense  Analysis.  Formerly,  Director,  
                                                                 USLIFE  Corporation;  Ambassador,  U.S. State Department for  
                                                                 negotiations in Bosnia; Distinguished Policy Analyst at Ohio  
                                                                 State  University  and  Olin   Distinguished   Professor  of 
                                                                 National  Security  Studies  at the United  States  Military 
                                                                 Academy.  From June, 1987 to June,  1992, he was the Supreme 
                                                                 Allied Commander, Europe and the Commander-in-Chief,  United 
                                                                 States European Command.                                     

       Alice S. Ilchman                     Trustee              Retired  President,  Sarah  Lawrence  College;  Director  or
             (63)                                                Trustee,   the  Seligman  Group  of  investment   companies;
      18 Highland Circle                                         Director,  the  Committee  for  Economic  Development;   and
     Bronxville, NY 10708                                        Chairman, The Rockefeller Foundation, charitable foundation.
                                                                 Formerly,  Trustee,  The  Markle  Foundation,  philanthropic
                                                                 organization;  and Director,  NYNEX,  telephone company; and
                                                                 International  Research  and  Exchange  Board,  intellectual
                                                                 exchanges.                                                  

   
       Frank A. McPherson                   Trustee              Retired  Chairman and Chief Executive  Officer of Kerr-McGee
              (65)                                               Corporation;  Director or  Trustee,  the  Seligman  Group of
    2601 Northwest Expressway,                                   investment companies; Director,  Kimberly-Clark Corporation,
          Suite 805E                                             consumer products; Bank of Oklahoma Holding Company; Baptist
    Oklahoma City, OK  73112                                     Medical Center;  Oklahoma Chapter of the Nature Conservancy;
                                                                 Oklahoma Medical Research Foundation;  and National Boys and
                                                                 Girls  Clubs  of  America;   and  Member  of  the   Business
                                                                 Roundtable  and  National   Petroleum   Council.   Formerly,
                                                                 Chairman,  Oklahoma  City  Public  Schools  Foundation;  and
                                                                 Director,  Federal Reserve System's Kansas City Reserve Bank
                                                                 and the Oklahoma City Chamber of Commerce.                  
    
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>
             Name,                                                                   Principal
           (Age) and                  Positions(s) Held                          Occupation(s) During
            Address                      with Fund                                  Past 5 Years
            -------                      ---------                                  ------------
<S>                              <C>                             <C>
   
         John E. Merow                      Trustee              Retired  Chairman and Senior  Partner,  Sullivan & Cromwell,
             (69)                                                law  firm;  Director  or  Trustee,  the  Seligman  Group  of
       125 Broad Street,                                         investment  companies;  Director,  Commonwealth  Industries,
      New York, NY 10004                                         Inc.,  manufacturers of aluminum sheet products; the Foreign
                                                                 Policy  Association;  Municipal Art Society of New York; the
                                                                 U.S.  Council  for  International  Business;  and  New  York
                                                                 Presbyterian   Hospital;   Chairman,   American   Australian
                                                                 Association;  and New York Presbyterian  Healthcare Network,
                                                                 Inc.;  Vice-Chairman,  the  U.S.-New  Zealand  Council;  and
                                                                 Member of the American Law  Institute and Council on Foreign
                                                                 Relations.                                                  
    
                                                                
        Betsy S. Michel                     Trustee              Attorney;   Director  or  Trustee,  the  Seligman  Group  of
             (56)                                                investment  companies;   Trustee,  the  Geraldine  R.  Dodge
         P.O. Box 449                                            Foundation, charitable foundation; and Chairman of the Board
      Gladstone, NJ 07934                                        of Trustees of St. George's School (Newport,  RI). Formerly,
                                                                 Director,  the National  Association of Independent  Schools
                                                                 (Washington, DC).                                           

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

   
       James Q. Riordan                     Trustee              Director  or  Trustee,  the  Seligman  Group  of  investment
             (71)                                                companies;  Director,  The Houston Exploration  Company; The
       675 Third Avenue,                                         Brooklyn  Museum,  KeySpan  Energy  Corporation;  and Public
          Suite 3004                                             Broadcasting   Service;   and  Trustee,  the  Committee  for
      New York, NY 10017                                         Economic  Development.  Formerly,  Co-Chairman of the Policy
                                                                 Council of the Tax Foundation;  Director,  Tesoro  Petroleum
                                                                 Companies,  Inc. and Dow Jones & Company, Inc.; Director and
                                                                 President,  Bekaert  Corporation;  and  Co-Chairman,   Mobil
                                                                 Corporation.                                                
    

       Robert L. Shafer                     Trustee              Retired Vice  President,  Pfizer Inc.;  Director or Trustee,
             (66)                                                the  Seligman  Group  of  investment  companies.   Formerly,
     96 Evergreen Avenue,                                        Director, USLIFE Corporation.                               
        Rye, NY 10580                                                                                                     
</TABLE>


                                       10
<PAGE>

<TABLE>
<CAPTION>
             Name,                                                                   Principal
           (Age) and                  Positions(s) Held                          Occupation(s) During
            Address                      with Fund                                  Past 5 Years
            -------                      ---------                                  ------------
<S>                              <C>                             <C>
   
       James N. Whitson                      Trustee             Director and Consultant, Sammons Enterprises, Inc.; Director 
             (63)                                                or Trustee,  the  Seligman  Group of  investment  companies; 
    6606 Forestshire Drive                                       C-SPAN; and CommScope,  Inc. manufacturer of coaxial cables. 
       Dallas, TX 75230                                          Formerly, Executive Vice President, Chief Operating Officer, 
                                                                 Sammons  Enterprises,  Inc.; and Director,  Red Man Pipe and 
                                                                 Supply Company, piping and other materials.                  
    
                                                                                                                              
        Thomas G. Moles          Vice President and Senior       Director  and  Managing  Director,  J. & W.  Seligman  & Co.
              (56)               Portfolio Manager               Incorporated;  Vice President and Senior Portfolio  Manager, 
                                                                 three other  open-end  investment  companies in the Seligman 
                                                                 Group;  President  and Senior  Portfolio  Manager,  Seligman
                                                                 Quality  Municipal Fund, Inc. and Seligman Select  Municipal
                                                                 Fund, Inc., closed-end  investment companies;  and Director,
                                                                 Seligman Advisors, Inc. and Seligman Services, Inc.         
                                                                                                                             
       Lawrence P. Vogel                 Vice President          Senior  Vice  President,  Finance,  J. & W.  Seligman  & Co.
             (42)                                                Incorporated,  Seligman  Advisors,  Inc.,  and Seligman Data
                                                                 Corp.;  Vice  President,  the Seligman  Group of  investment
                                                                 companies  and  Seligman  Services,   Inc.;  and  Treasurer,
                                                                 Seligman Henderson Co.                                      
                                                                                                                             
   
        Frank J. Nasta                     Secretary             General Counsel,  Senior Vice President,  Law and Regulation
             (34)                                                and   Corporate   Secretary,   J.  &  W.   Seligman   &  Co.
                                                                 Incorporated;  Secretary,  the Seligman  Group of investment
                                                                 companies,  Seligman Advisors, Inc., Seligman Henderson Co.,
                                                                 Seligman Services, Inc., and Seligman Data Corp.            
    

         Thomas G. Rose                    Treasurer             Treasurer, the Seligman Group of investment companies
              (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 Funds for
which no market valuation is available,  and to elect or appoint officers of the
Funds to serve until the next meeting of the Board.

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




                                       11
<PAGE>

Compensation

   
<TABLE>
<CAPTION>
                                                                          Pension or             Total Compensation
                                                       Aggregate       Retirement Benefits          from 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                                 $576                 N/A                     $77,000
Alice S. Ilchman, Trustee                                504                 N/A                      70,000
Frank A. McPherson, Trustee                              554                 N/A                      75,000
John E. Merow, Trustee                                   544                 N/A                      74,000
Betsy S. Michel, Trustee                                 576                 N/A                      77,000
James C. Pitney, Trustee                                 524                 N/A                      72,000
James Q. Riordan, Trustee                                524                 N/A                      72,000
Robert L. Shafer, Trustee                                524                 N/A                      72,000
James N. Whitson, Trustee                                576(d)              N/A                      77,000(d)
</TABLE>
    

- ----------
(1)  For the Fund's fiscal year ended September 30, 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
September 30, 1998 was $10,179. Messrs. Merow and Pitney no longer defer current
compensation; however, they have accrued deferred compensation in the amounts of
$19,629 and $11,628, respectively, as of September 30, 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 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 descendents and lineal ancestors, siblings (and their spouses and
children) and any company or  organization  controlled by any of the  foregoing.
Such sales also may be made to employee  benefit  plans for such  persons and to
any investment advisory,  custodial, trust or other fiduciary account managed or
advised by J. & W. Seligman & Co. Incorporated or any affiliate. These sales may
be made for investment purposes only, and shares may be resold only to the Fund.

Class A shares may be sold at net asset value to these  persons since such sales
require  less sales  effort and lower sales  related  expenses as compared  with
sales to the general public.


                                       12
<PAGE>

               Control Persons and Principal Holders of Securities

   
Control Persons

As of January 12, 1999,  there was no person or persons who controlled the Fund,
either  through  significant  ownership  of Fund  shares or any  other  means of
control.

Principal Holders

As of January 12, 1999, MLPF&S For the Sole Benefit if Its Customers 970P8, Attn
Fund Administration, 4800 Deer Lake Drive East 3rd Floor, Jacksonville, FL 32246
owned of record 15.57% of the outstanding Class A shares of the Fund.

Management Ownership

Trustees  and  officers  of the Fund as a group owned less than 1% of the Fund's
Class A shares of  beneficial  interest as of January 12, 1999. As of that date,
no Trustees or officers  owned shares of the Fund's Class D shares of beneficial
interest.
    

                     Investment Advisory and Other Services

   
Investment Manager
    

J. & W. Seligman & Co.  Incorporated  (Seligman) manages 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 C 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.

   
The Fund pays Seligman a management fee for its services,  calculated  daily and
payable  monthly.  The  management  fee is equal to .50% per annum of the Fund's
average daily net assets.  For the fiscal years ended September 30, 1998,  1997,
and 1996,  the Fund paid  Seligman  management  fees in the amount of  $152,373,
$156,173, and $166,894,respectively.

The Fund  pays  all of its  expenses  other  than  those  assumed  by  Seligman,
including brokerage  commissions,  if any, shareholder services and distribution
fees,  fees and  expenses  of  independent  attorneys  and  auditors,  taxes and
governmental fees, including fees and expenses of qualifying the Funds and their
shares under federal and state securities  laws, cost of stock  certificates and
expenses of  repurchase  or  redemption  of shares,  expenses  of  printing  and
distributing reports,  notices and proxy materials to shareholders,  expenses of
printing and filing  reports and other  documents  with  governmental  agencies,
expenses of  shareholders'  meetings,  expenses of corporate data processing and
related services,  shareholder record keeping and shareholder  account services,
fees and disbursements of transfer agents and custodians, expenses of disbursing
dividends and  distributions,  fees and expenses of the Trustees of the Fund not
employed by or serving as a director of  Seligman or its  affiliates,  insurance
premiums and extraordinary expenses such as litigation expenses.  These expenses
are  allocated  between the Funds in a manner  determined  by the Trustees to be
fair and equitable.
    

The  Management  Agreement also provides that Seligman will not be liable to the
Fund for any error of judgment or mistake of law, or for any loss arising out of
any  investment,  or for any act or omission in performing  its duties under the
Management  Agreement,   except  for  willful  misfeasance,   bad  faith,  gross
negligence,  or  reckless  disregard  of its  obligations  and duties  under the
Management Agreement.


                                       13
<PAGE>

The Fund's  Management  Agreement was unanimously  approved by the Trustees at a
meeting held on October 11, 1988 and was also approved by the  shareholders at a
meeting held on December 16, 1988.  The  Management  Agreement  will continue in
effect  until  December  29 of each  year if (1) such  continuance  is  approved
annually in the manner  required by the 1940 Act (i.e.,  by a vote of a majority
of the Trustees or of the  outstanding  voting  securities  of the Fund 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 the Fund at least 60 days prior to December 29 of any year that it
does not desire such  continuance.  The Agreement may be terminated by the Fund,
without  penalty,  on 60 days'  written  notice to Seligman  and will  terminate
automatically in the event of its assignment.  The Fund has agreed to change its
name upon  termination of its 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,  trustees 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.

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
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 are affiliated persons of both entities.

Services Provided by the Investment Manager
    

Under the Management Agreement,  dated December 29, 1988, subject to the control
of the Board of Trustees,  Seligman  manages the investment of the assets of the
Fund,  including making purchases and sales of portfolio  securities  consistent
with the Fund's  investment  objectives  and  policies,  and  administers  their
business and other affairs.  Seligman  provides the Fund with such office space,
administrative 


                                       14
<PAGE>

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 the Fund.

Other Investment Advice

No person or persons, other than directors,  officers, or employees of Seligman,
regularly advise 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 the Fund, as set forth below:

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

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

(1)  "Offering  Price" is the amount that you actually  pay for Fund shares;  it
     includes the initial sales charge.
(2)  You will not pay a sales charge on purchases of $1 million or more, but you
     will be subject to a 1% CDSC if you sell your shares within 18 months.

   
Seligman Services,  Inc.  (Seligman  Services),  an affiliate of Seligman,  is a
limited  purpose  broker/dealer.   Seligman  Services  is  eligible  to  receive
commissions from certain sales of Fund shares. For the Fund's fiscal years ended
September 30, 1998, 1997, and 1996,  Seligman Services  received  commissions of
$626, $752, and $337, respectively.
    

Rule 12b-1 Plan

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 the 12b-1 Plan, the Fund may pay to Seligman  Advisors an  administration,
shareholder  services and  distribution fee in respect of the Fund's Class A and
Class D shares.  Payments under the 12b-1 Plan may include,  but are not limited
to: (1)  compensation  to securities  dealers and other  organizations  (Service
Organizations)  for  providing  distribution  assistance  with respect to assets
invested in the Fund; (2)  compensation to Service  Organizations  for providing
administration,  accounting and other shareholder  services with respect to Fund
shareholders;  and (3)  otherwise  promoting  the sale of  shares  of the  Fund,
including paying for the preparation of advertising and sales literature and the
printing and  distribution  of such  promotional  materials and  prospectuses to
prospective  investors  and  defraying  Seligman  Advisors'  costs  incurred  in
connection  with its  marketing  efforts  with  respect  to  shares of the Fund.
Seligman,  in its sole  discretion,  may also make similar  payments to Seligman
Advisors  from its own  resources,  which may  include the  management  fee that
Seligman receives from the Fund.  Payments made by the Fund under the 12b-1 Plan
are intended to be used to encourage sales of the Fund, as well as to discourage
redemptions.
    


                                       15
<PAGE>

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

Class A 

Under the 12b-1 Plan, the Fund,  with respect to 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  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.  The fee payable to Service
Organizations from time to time shall,  within such limits, be determined by the
Trustees.  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
fiscal year by Seligman  Advisors with respect to Class A shares of the Fund may
be paid from Class A 12b-1 fees received from the Fund in any other fiscal year.
If the Fund's 12b-1 Plan is terminated in respect of Class A shares,  no amounts
(other  than  amounts  accrued  but not yet  paid)  would be owed by the Fund to
Seligman  Advisors with respect to Class A shares.  The total amount paid by the
Fund to Seligman Advisors in respect of Class A shares for the fiscal year ended
September 30, 1998 was $64,160, equivalent to.22% of the Class A shares' average
daily net assets.

Class D

Under the 12b-1 Plan, the Fund, with respect to Class D shares,  pays monthly to
Seligman Advisors a 12b-1 fee at an annual rate of up to 1% of the average daily
net asset value of the 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
share is used, along with any CDSC proceeds,  to (1) reimburse Seligman Advisors
for its payment at the time of sale of Class D shares of a .75% sales commission
to Service Organizations, and (2) pay for other distribution expenses, including
paying for the preparation of advertising and sales  literature and the printing
and distribution of such  promotional  materials and prospectuses to prospective
investors and other marketing costs of Seligman  Advisors.  In addition,  during
the first year following the sale of Class D shares, a service fee of up to .25%
of the average daily net assets  attributable  to such Class D shares is used to
reimburse  Seligman Advisors for its prepayment to Service  Organizations at the
time of sale of Class D shares of a  service  fee of up to .25% of the net asset
value of the Class D share sold (for  shareholder  services  to be  provided  to
Class D shareholders  over the course of the one year immediately  following the
sale). The payment to Seligman  Advisors is limited to amounts Seligman Advisors
actually  paid to Service  Organizations  at the time of sale as  service  fees.
After the initial one-year period following a sale of Class D shares, the entire
12b-1 fee  attributable to such Class D shares is paid to Service  Organizations
for providing  continuing  shareholder  services and distribution  assistance in
respect of assets  invested  in the Fund.  The total  amount paid by the Fund in
respect of Class D shares  for the fiscal  year  ended  September  30,  1998 was
$7,758, equivalent to 1.00% per annum of the average daily net assets of Class D
shares.

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


                                       16
<PAGE>

   
As of September 30, 1998 Seligman Advisors has incurred no unreimbursed expenses
in respect of the Fund's Class D shares.

If the 12b-1 Plan is terminated in respect of Class D shares,  no amounts (other
than  amounts  accrued  but not yet paid)  would be owed by the Fund to Seligman
Advisors with respect to Class D shares.

Payments  made by the Fund  under  the  12b-1  Plan for its  fiscal  year  ended
September  30, 1998,  were spent on the  following  activities  in the following
amounts:

                                              Class A              Class D
                                              -------              -------

Compensation to underwriters                                        $1,012

Compensation to broker/dealers                 $64,160              $6,746
    

The 12b-1  Plan was  approved  on June 10,  1986 by the  Trustees,  including  a
majority of the  Trustees  who are not  "interested  persons" (as defined in the
1940 Act) of the Fund and who have no direct or indirect  financial  interest in
the  operation of the 12b-1 Plan or in any  agreement  related to the 12b-1 Plan
(the "Qualified Trustees") and was approved by shareholders of the Fund on April
23, 1987.  Amendments to the Plan were approved in respect of the Class D shares
on November  18,  1993 by the  Trustees,  including a majority of the  Qualified
Trustees, and became effective with respect to the Class D shares on February 1,
1994.  The 12b-1 Plan will continue in effect until  December 31 of each year so
long as such  continuance  is approved  annually by a majority  vote of both the
Trustees and the Qualified Trustees,  cast in person at a meeting called for the
purpose  of  voting  on such  approval.  The 12b-1  Plan may not be  amended  to
increase  materially  the  amounts  payable  under the  terms of the 12b-1  Plan
without the approval of a majority of the outstanding  voting  securities of the
Fund and no  material  amendment  to the 12b-1 Plan may be made  except with the
approval  of a majority  of both the  Trustees  and the  Qualified  Trustees  in
accordance  with  the  applicable  provisions  of the  1940  Act and  the  rules
thereunder.

The 12b-1 Plan  requires  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)  made under the 12b-1 Plan.  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 a broker/dealer  of record for  shareholder  accounts
that do not have a designated  financial advisor and receives  compensation from
the Fund pursuant to the 12b-1 Plan for providing  personal services and account
maintenance  to such accounts and other  distribution  services.  For the fiscal
years ended September 30, 1998,  1997, and 1996, SSI received  distribution  and
service fees of $3,759, $3,276 and $3,735,  respectively,  pursuant to the 12b-1
Plan.
    

                    Brokerage Allocation and Other Practices

Brokerage Transactions

   
For the fiscal years ended  September  30, 1998,  1997,  and 1996,  no brokerage
commissions were paid by 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.

In  over-the-counter  markets,  the Fund deals with  responsible  primary market
makers unless a more favorable  execution or price is believed to be obtainable.
The Fund  may buy  securities  from or sell  securities  to  dealers  acting  as
principal,   except  dealers  with  which  its  trustees   and/or  officers  are
affiliated.
    

       




                                       17
<PAGE>

Commissions

For the fiscal years ended September 30, 1998,  1997, and 1996, the Fund did not
execute  any  portfolio  transactions  with,  and  therefore  did  not  pay  any
commissions  to, any  broker  affiliated  with  either  the Fund,  Seligman,  or
Seligman Advisors.

       

Regular Broker-Dealers

   
During the Fund's fiscal year ended September 30, 1998, the Fund did not acquire
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 Fund is  authorized  to issue an  unlimited  number  of full and  fractional
shares of beneficial interest, par value $.001, in separate series. To date, one
series has been  authorized,  which shares  constitute the interest in the Fund.
The Fund has two classes,  designated Class A and Class D shares.  Each share of
the Fund's  Class A and Class D  beneficial  interest  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.  Seligman  Municipal  Series
Trust has adopted a  multiclass  plan  pursuant to Rule 18f-3 under the 1940 Act
permitting  the issuance and sale of multiple  classes.  In accordance  with the
Declaration  of Trust,  the Board of  Trustees  may  authorize  the  creation of
additional  classes of  beneficial  interest  with such  characteristics  as are
permitted by the multiples plan and Rule 18f-3. The 1940 Act requires that where
more than one class exists,  each class must be preferred over all other classes
in respect of assets  specifically  allocated  to such  class.  All shares  have
noncumulative voting rights for the election of trustees. Each outstanding share
is fully paid and non-assessable,  and each is freely transferable. There are no
liquidation, conversion, or preemptive rights.

Other Securities

The Fund has no  authorized  securities  other  than its  shares  of  beneficial
interest.


                                       18
<PAGE>


                   Purchase, Redemption, and Pricing of Shares

Purchase of Shares

Class A

Class A shares may be  purchased  at a price  equal to the next  determined  net
asset value per share, plus an initial sales charge.

Purchases  of Class A shares by a "single  person"  (as  defined  below)  may be
eligible for the following reductions in initial sales charges:

Volume  Discounts  are provided if the total  amount  being  invested in Class A
shares of the Fund alone,  or in any  combination  of shares of the other mutual
funds in the Seligman Group which are sold with an initial sales charge, reaches
levels indicated in the sales charge schedule set forth in the Prospectus.

The Right of  Accumulation  allows an  investor  to  combine  the  amount  being
invested in Class A shares of the Fund and shares of the other  Seligman  mutual
funds sold with an initial sales charge with the total net asset value of shares
of those mutual funds  already owned that were sold with an initial sales charge
and the total net asset value of shares of Seligman Cash  Management  Fund which
were acquired  through an exchange of shares of another  Seligman mutual fund on
which there was an initial  sales  charge at the time of  purchase to  determine
reduced  sales charges in accordance  with the schedule in the  prospectus.  The
value of the  shares  owned,  including  the value of shares  of  Seligman  Cash
Management  Fund  acquired in an exchange of shares of another  Seligman  mutual
fund on which there was an initial  sales charge at the time of purchase will be
taken into account in orders placed through a dealer,  however, only if Seligman
Advisors  is  notified  by an  investor  or a dealer of the amount  owned by the
investor  at  the  time  the  purchase  is  made  and  is  furnished  sufficient
information to permit confirmation.

A Letter of Intent allows an investor to purchase Class A shares over a 13-month
period at reduced  initial sales charges in accordance  with the schedule in the
Prospectus,  based on the  total  amount  of Class A shares of the Fund that the
letter states the investor intends to purchase plus the total net asset value of
shares that were sold with an initial sales charge of the other Seligman  mutual
funds  already  owned and the total net asset value of shares of  Seligman  Cash
Management  Fund which were  acquired  through an  exchange of shares of another
Seligman  mutual fund on which there was an initial  sales charge at the time of
purchase.  Reduced  sales  charges  also may apply to  purchases  made  within a
13-month  period starting up to 90 days before the date of execution of a letter
of intent.

   
CDSC Applicable to Class A Shares.  Class A shares purchased  without an initial
sales  charge  in  accordance  with the  sales  charge  schedule  in the  Fund's
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  that were
purchased   through  Morgan  Stanley  Dean  Witter  &  Co.  by  certain  Chilean
institutional  investors (i.e. pension plans,  insurance  companies,  and mutual
funds). Upon redemption of such shares within an eighteen-month  period,  Morgan
Stanley Dean Witter will reimburse  Seligman  Advisors a pro rata portion of the
fee it received from Seligman Advisors at the time of sale of such shares.
    

See "CDSC  Waivers"  below for other  waivers which may be applicable to Class A
shares.

Persons  Entitled To  Reductions.  Reductions  in initial sales charges apply to
purchases  of Class A shares  by a "single  person,"  including  an  individual;
members of a family  unit  comprising  husband,  wife and minor  children;  or a
trustee or other fiduciary  purchasing for a single fiduciary account.  Employee
benefit plans qualified under Section 401 of the Internal  Revenue Code of 1986,
as amended,  organizations  tax exempt  under  Section  501(c)(3) or (13) of the
Internal  Revenue Code, and  non-qualified  


                                       19
<PAGE>

employee  benefit plans that satisfy  uniform  criteria are  considered  "single
persons" for this purpose. The uniform criteria are as follows:

     1.  Employees  must  authorize  the  employer,  if requested by a Fund,  to
receive in bulk and to distribute to each participant on a timely basis the Fund
prospectus, reports, and other shareholder communications.

     2.  Employees  participating  in a plan will be  expected  to make  regular
periodic  investments (at least annually).  A participant who fails to make such
investments  may be dropped  from the plan by the employer or the Fund 12 months
and 30 days after the last regular investment in his account. In such event, the
dropped participant would lose the discount on share purchases to which the plan
might then be entitled.

     3. The employer  must solicit its employees  for  participation  in such an
employee  benefit plan or authorize  and assist an  investment  dealer in making
enrollment solicitations.

Eligible  Employee  Benefit Plans.  The table of sales charges in the Prospectus
applies to sales to "eligible  employee benefit plans," except that the Fund may
sell shares at net asset value to "eligible  employee  benefit plans" which have
at least (1) $500,000  invested in the Seligman  Group of mutual funds or (2) 50
eligible employees to whom such plan is made available.  Such sales must be made
in connection with a payroll  deduction  system of plan funding or other systems
acceptable  to  Seligman  Data  Corp.,  the 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 D

Class D shares may be  purchased  at a price  equal to the next  determined  net
asset  value,  without  an initial  sales  charge.  However,  Class D shares are
subject to a CDSC of 1% if the shares are redeemed  within one year of purchase,
charged as a percentage of the current net asset value or the original  purchase
price, whichever is less.


                                       20
<PAGE>

Systematic  Withdrawals.  Class D shareholders who reinvest both their dividends
and capital gain  distributions to purchase  additional  shares of the Fund, may
use the Fund's  Systematic  Withdrawal Plan to withdraw up to 10 of the value of
their  accounts  per year without the  imposition  of a CDSC.  Account  value is
determined as of the date the systematic withdrawals begin.

CDSC  Waivers.  The CDSC on Class D  shares  (and  certain  Class A  shares,  as
discussed above) will be waived or reduced in the following instances:

(1)  on  redemptions  following the death or  disability  (as defined in Section
     72(m)(7) of the  Internal  Revenue  Code) of a  shareholder  or  beneficial
     owner;

(2)  in connection with (1) distributions  from retirement plans qualified under
     Section  401(a) of the  Internal  Revenue  Code when such  redemptions  are
     necessary  to  make  distributions  to  plan  participants  (such  payments
     include,  but  are  not  limited  to,  death,  disability,  retirement,  or
     separation of service),  (2)  distributions  from a custodial account under
     Section  403(b)(7)  of the  Internal  Revenue  Code or an IRA due to death,
     disability,  minimum  distribution  requirements after attainment of age 70
     1/2 or, for accounts  established  prior to January 1, 1998,  attainment of
     age 59 1/2, and (3) a tax-free return of an excess contribution to an IRA;

   
(3)  in whole or in part, in connection  with shares sold to current and retired
     Trustees of the Fund;
    

(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 D shares sold by a dealer,
the CDSC is waived  because the  redemption  qualifies for a waiver as set forth
above,  the dealer shall remit to Seligman  Advisors  promptly  upon notice,  an
amount  equal to the  payment  or a  portion  of the  payment  made by  Seligman
Advisors at the time of sale of such shares.

Fund Reorganizations

Class A shares may be issued without an initial sales charge in connection  with
the acquisition of cash and securities owned by other investment companies.  Any
CDSC will be waived in connection with the redemption of shares of a Fund if the
Fund is combined with another  Seligman  mutual fund,  or in  connection  with a
similar reorganization transaction.

Payment in Securities.  In addition to cash, the Funds may accept  securities in
payment for Fund shares sold at the applicable  public offering price (net asset
value and, if applicable, any sales charge), although the Funds do not presently
intend to accept securities in payment for Fund shares.  Generally,  a Fund will
only consider  accepting  securities (l) to increase its holdings in a portfolio
security,  or (2) if  Seligman  determines  that the  offered  securities  are a
suitable  investment  for the  Fund and in a  sufficient  amount  for  efficient
management. Although no minimum has been established, it is expected that a Fund
would not  accept  securities  with a value of less than  $100,000  per issue in
payment for shares. A Fund may reject in whole or in part offers to pay for Fund
shares with securities, may require partial payment in cash for applicable sales
charges, and may discontinue  accepting securities as payment for Fund shares at
any time without  notice.  The Funds will not accept  restricted  securities  in
payment  for  shares.  The Funds will value  accepted  securities  in the manner
provided for valuing portfolio securities.



                                       21
<PAGE>


Offering Price

When you buy or sell Fund shares, you do so at the Class's net asset value (NAV)
next calculated  after Seligman  Advisors  accepts your request.  Any applicable
sales charge will be added to the purchase price for Class A shares.

NAV per share of each class of the Fund is determined as of the close of regular
trading on the New York Stock Exchange  (normally,  4:00 p.m.  Eastern time), on
each day that the NYSE is open for business. The NYSE is currently closed on New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,  Memorial
Day,  Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. The Fund
will  also  determine  NAV for  each  class  on each  day in  which  there  is a
sufficient degree of trading in the Fund's portfolio  securities that the NAV of
Fund shares might be materially affected.  NAV per share for a class is computed
by dividing such class's share of the value of the net assets of the Fund (i.e.,
the value of its assets less  liabilities)  by the total  number of  outstanding
shares of such class.  All expenses of the Fund,  including the management  fee,
are accrued daily and taken into account for the purpose of determining NAV. The
NAV of Class D shares will  generally be lower than the NAV of Class A shares as
a result of the higher 12b-1 fees with  respect to such shares.  It is expected,
however,  that the net asset  value per  share of the two  classes  will tend to
converge  immediately  after the  recording of  dividends,  which will differ by
approximately  the amount of the  distribution  and other class expenses accrual
differential between the classes.

The  securities  in  which  the  Fund  invests  are  traded   primarily  in  the
over-the-counter  market.  Municipal  securities and other  short-term  holdings
maturing in more than 60 days are valued on the basis of quotations  provided by
an independent pricing service, approved by the Trustees, which uses information
with respect to  transactions  in bonds,  quotations  from bond dealers,  market
transactions  in  comparable   securities  and  various   relationships  between
securities in determining  value. In the absence of such quotations,  fair value
will be  determined  in  accordance  with  procedures  approved by the Trustees.
Short-term holdings having remaining maturities of 60 days or less are generally
valued at amortized cost.

Generally, trading in certain securities such as municipal securities, corporate
bonds, US Government  securities,  and money market instruments is substantially
completed  each day at various times prior to the close of the NYSE.  The values
of such  securities  used in determining  the net asset value of a Fund's shares
are computed as of such times.

Specimen Price Make-Up

Under  the  current  distribution  arrangements  between  the Fund and  Seligman
Advisors,  Class A shares are sold with a maximum  initial sales charge of 4.75%
and Class D shares are sold at NAV(1).  Using each Class's NAV at September  30,
1998, the maximum offering price of the Fund's shares is as follows:

Class A
- -------

     Net asset value per share....................................    $8.24

     Maximum sales charge (4.75% of offering price)...............      .41
                                                                      -----

     Offering price to public.....................................    $8.65
                                                                      =====

Class D
- -------

     Net asset value and offering price per share(1) .............    $8.23
                                                                      =====
- --------------
(1)  Class D shares are subject to a CDSC of 1% on  redemptions  within one year
     of purchase.


                                       22
<PAGE>


Redemption in Kind

The  procedures  for selling Fund shares under  ordinary  circumstances  are set
forth in the Prospectus. In unusual circumstances,  payment may be postponed, or
the right of  redemption  postponed  for more than seven  days,  if the  orderly
liquidation  of  portfolio  securities  is  prevented  by  the  closing  of,  or
restricted  trading  on, the NYSE  during  periods of  emergency,  or such other
periods  as ordered by the  Securities  and  Exchange  Commission.  Under  these
circumstances, redemption proceeds may be made in securities. If payment is made
in securities,  a shareholder may incur brokerage  expenses in converting  these
securities to cash.

                              Taxation of the Fund

The Fund 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,  the Fund will not be subject to federal  income taxes on its
net investment  income and capital gains,  if any,  realized  during any taxable
year,  which it distributes to its  shareholders,  provided that at least 90% of
its net investment  income and net short-term  capital gains are  distributed to
shareholders each year.

Qualification as a regulated  investment company under the Internal Revenue Code
requires among other things, that (1) at least 90% of the annual gross income of
the  Fund  be  derived  from  dividends,  interest,  payments  with  respect  to
securities  loans  and  gains  from  the sale or other  disposition  of  stocks,
securities or  currencies,  or other income  (including but not limited to gains
from  options,  futures,  or  forward  contracts)  derived  with  respect to its
business of investing in such stocks, securities or currencies; (2) and the Fund
diversify  its holdings so that, at the end of each quarter of the taxable year,
(i) at least 50% of the market  value of the  Fund's  assets is  represented  by
cash, US Government  securities and other  securities  limited in respect of any
one issuer to an amount not greater than 5% of the Fund's  assets and 10% of the
outstanding  voting securities of such issuer, and (ii) not more than 25% of the
value of its assets is invested in the  securities of any one issuer (other than
US Government securities).

Federal Income Taxes

If, at the end of each quarter of its taxable  year,  at least 50% of the Fund's
total assets is invested in obligations  exempt from regular federal income tax,
the Fund will be eligible to pay dividends that are  excludable by  shareholders
from gross income for regular  federal income tax purposes.  The total amount of
such exempt  interest  dividends  paid by the Fund  cannot  exceed the amount of
federally  tax-exempt  interest  received  by the Fund  during the year less any
expenses allocable to the Fund.

Distributions  of net capital gains (i.e.,  the excess of net long-term  capital
gains over any net  short-term  losses) are taxable as long-term  capital  gain,
whether  received in cash or invested in  additional  shares,  regardless of how
long the shares have been held by a shareholder,  except that the portion of net
capital gains  representing  accrued market  discount on tax-exempt  obligations
acquired  after April 30, 1993 will be taxable as  ordinary  income.  Individual
shareholders  will be subject to federal  tax on  distributions  of net  capital
gains at a maximum rate of 20% if designated as derived from the Fund's  capital
gains from property held for more than one year. Net Capital gain of a corporate
shareholder is taxed at the same rate as ordinary income. Distributions from the
Fund's other  investment  income (other than exempt interest  dividends) or from
net realized  short-term gain will taxable to  shareholders as ordinary  income,
whether  received  in cash  or  invested  in  additional  shares.  Distributions
generally will not be eligible for the dividends  received  deduction allowed to
corporate  shareholders.  Shareholders  receiving  distributions  in the form of
additional  shares  issued by the Fund will be treated  for  federal  income tax
purposes as having received a distribution in an amount equal to the fair market
value on the date of distribution of the shares received.

Interest on  indebtedness  incurred or  continued to purchase or carry shares of
the Fund will not be  deductible  for federal  income tax purposes to the extent
that the Fund's  distributions  are exempt from federal  income tax. 


                                       23
<PAGE>

Any gain or loss  realized  upon a sale or redemption of shares in the Fund by a
shareholder  who is not a dealer in  securities  will  generally be treated as a
long-term  capital  gain or loss if the shares  have been held for more than one
year and otherwise as a short-term capital gain or loss. Individual shareholders
will be subject to federal  income tax on net capital gains at a maximum rate of
20% in  respect of shares  held for more than one year.  Net  capital  gain of a
corporate shareholder is taxed at the same rate as ordinary income.  However, if
shares on which a long-term  capital  gain  distribution  has been  received are
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 the Fund if,
within a period  beginning  30 days before the date of such sale or  disposition
and  ending 30 days  after such date,  the  holder  acquires  (including  shares
acquired  through  dividend  reinvestment)  securities  that  are  substantially
identical to the shares of the Fund.

In  determining  gain or loss on shares  of the Fund that are sold or  exchanged
within 90 days after acquisition,  a shareholder generally will not be permitted
to  include  in the tax basis  attributable  to such  shares  the  sales  charge
incurred in acquiring such shares to the extent of any  subsequent  reduction of
the sales charge by reason of the Exchange or Reinstatement Privilege offered by
the Fund. Any sales charge not taken into account in  determining  the tax basis
of shares sold or exchanged  within 90 days after  acquisition  will be added to
the  shareholder's  tax basis in the shares acquired pursuant to the Exchange or
Reinstatement Privilege.

   
Shareholders  are urged to consult their tax advisors  concerning  the effect of
federal income taxes in their individual circumstances.  In particular,  persons
who may be  "substantial  users" (or "related  person" of substantial  users) of
facilities  financed by industrial  development  bonds or private activity bonds
should consult the tax advisors before purchasing shares of the Fund.
    

Pennsylvania Taxes

   
In the opinion of Ballard  Spahr  Andrews &  Ingersoll,  LLP,  Pennsylvania  tax
counsel to the Pennsylvania  Fund,  individual  shareholders of the Pennsylvania
Fund who are subject to the Pennsylvania personal income tax will not be subject
to Pennsylvania  personal income tax on distributions from the Pennsylvania Fund
to the extent that such  distributions  are  attributable  to  interest  paid on
Pennsylvania  Municipal Securities or US Government  obligations.  Distributions
attributable to most other sources, including distributions attributable to gain
on the sale of such instruments,  will not be exempt from Pennsylvania  personal
income tax.
    

The same rules apply under the tax imposed by the  Philadelphia  School District
on the unearned income of Philadelphia  residents,  except that all capital gain
distributions  are exempt from the School  District tax regardless of the source
from which they are paid.

Corporate  shareholders who are subject to the Pennsylvania corporate net income
tax will not be subject to corporate  net income tax on  distributions  from the
Pennsylvania Fund that qualify as  exempt-interest  dividends for federal income
tax purposes or are derived from interest on US Government obligations.

Individual  shareholders  of  the  Pennsylvania  Fund  who  are  subject  to the
Pennsylvania  personal  property tax will be exempt from  Pennsylvania  personal
property  tax on their  shares of the  Pennsylvania  Fund to the extent that the
Pennsylvania Fund portfolio consists of Pennsylvania Municipal Securities and US
Government  obligations  on the annual  assessment  date.  Corporations  are not
subject to Pennsylvania personal property taxes.

Shareholders  will  receive  an annual  Statement  of  Account  and  information
regarding the federal and  Pennsylvania  income tax status of all  distributions
made  during  the  year.   Information  will  also  be  provided  to  individual
Pennsylvania shareholders regarding the portion of the value of their shares, if
any, subject to Pennsylvania personal property tax.


                                       24
<PAGE>

Prospective  investors  should be aware that an investment  in the  Pennsylvania
Fund may not be  suitable  for  persons  who are not  residents  of the State of
Pennsylvania  or who do not receive income subject to income taxes of the State.
Investors  should  also be aware that there is  litigation  in  progress  in the
Pennsylvania  courts that may result in the personal property tax being declared
unconstitutional in whole or in part.

                                  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 the Fund.  Seligman  Advisors  accepts orders for the
purchase of Fund shares, which are offered continuously.  As general distributor
of  the  Fund's  shares  of  beneficial   interest,   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 Fund for the
fiscal years ended  September  30, 1998,  1997,  and 1996 are shown below.  Also
shown  are the  amounts  of the Class A sales  charges  that  were  retained  by
Seligman Advisors:

                             Total Sales Charges Paid    Amount of Class A Sales
                                  by Shareholders         Charges Retained by
Fiscal Year                      on Class A Shares          Seligman Advisors
- -----------                      -----------------          -----------------
1998                                  $24,839                     $2,928
1997                                   28,924                      3,421
1996                                   28,743                      3,383
    

Compensation

   
Seligman  Advisors,  which is an  affiliated  person  of  Seligman,  which is an
affiliate  person of the Fund,  received  the  following  commissions  and other
compensation from the Fund during its fiscal year ended September 30, 1998:

                              Compensation on
         Net Underwriting     Redemptions and
           Discounts and        Repurchases
            Commissions       (CDSC on Class A
          (Class A Sales        and Class D        Brokerage        Other
          Charge Retained        Retained)        Commissions    Compensation
          ---------------        ---------        -----------    ------------
              $2,928                 $0               $0              $0
    

Other Payments

Seligman  Advisors shall pay  broker/dealers,  from its own resources,  a fee on
purchases of Class A shares of  $1,000,000  or more (NAV sales),  calculated  as
follows:  1.00% of NAV sales up to but not  including  $2  million;  .80% of NAV
sales from $2 million up to but not including $3 million; .50% of NAV sales from
$3 million up to but not  including  $5  million;  and .25% of NAV sales from $5
million and above.  The calculation of the fee will be based on assets held by a
"single  person,"  including an individual,  members of a family unit comprising
husband, wife and minor children purchasing securities for their own account, or
a trustee or other fiduciary purchasing for a single fiduciary account or single
trust.  Purchases made by a trustee or other  fiduciary for a fiduciary  account
may not be  aggregated  purchases  made on  behalf  of any  other  fiduciary  or
individual account.

   
Seligman Advisors shall also pay broker/dealers,  from its own resources,  a fee
on assets of certain  investments in Class A shares of the Seligman mutual funds
participating  in an "eligible  employee  benefit 
    


                                       25
<PAGE>

   
plan" that are attributable to the particular broker/dealer. The shares eligible
for the fee are those on which an  initial  sales  charge  was not paid  because
either  the  participating  eligible  employee  benefit  plan has at  least  (1)
$500,000  invested in the Seligman mutual funds or (2) 50 eligible  employees to
whom such plan is made available.  Class A shares  representing  only an initial
purchase of Seligman  Cash  Management  Fund are not eligible for the fee.  Such
shares will become  eligible for the fee once they are  exchanged  for shares of
another  Seligman mutual fund. The payment is based on cumulative sales for each
Plan during a single calendar year, or portion  thereof.  The payment  schedule,
for each calendar year, is as follows: 1.00% of sales up to but not including $2
million;  .80% of sales from $2 million up to but not including $3 million; .50%
of sales from $3 million up to but not  including $5 million;  and .25% of sales
from $5 million and above.
    

Seligman  Advisors may from time to time assist  dealers by, among other things,
providing  sales  literature  to, and  holding  informational  programs  for the
benefit  of,  dealers'  registered   representatives.   Dealers  may  limit  the
participation of registered  representatives in such  informational  programs by
means of sales  incentive  programs which may require the sale of minimum dollar
amounts of shares of Seligman mutual funds.  Seligman  Advisors may from time to
time pay a bonus or other  incentive to dealers that sell shares of the Seligman
mutual funds. In some instances, these bonuses or incentives may be offered only
to certain dealers which employ registered  representatives who have sold or may
sell a  significant  amount of shares of the Fund and/or  certain  other  mutual
funds managed by Seligman during a specified period of time. Such bonus or other
incentive may take the form of payment for travel expenses,  including  lodging,
incurred in connection with trips taken by qualifying registered representatives
and members of their families to places within or outside the United States. The
cost to Seligman  Advisors of such promotional  activities and payments shall be
consistent  with the rules of the National  Association  of Securities  Dealers,
Inc., as then in effect.

                         Calculation of Performance Data

Class A

   
The  annualized  yield for the 30-day  period ended  September  30, 1998 for the
Fund's Class A shares was 3.39%.  The annualized  yield was computed by dividing
the Fund's net  investment  income per share earned during this 30-day period by
the maximum offering price per share (i.e., the net asset value plus the maximum
sales load of 4.75% of the net amount invested) on September 30, 1998, which was
the last day of this  period.  The average  number of Class A shares of the Fund
was 3,588,702,  which was the average daily number of shares  outstanding during
the 30-day period that were eligible to receive  dividends.  Income was computed
by totaling the interest earned on all debt obligations during the 30-day period
and subtracting  from that amount the total of all recurring  expenses  incurred
during the period.  The 30-day yield was then  annualized  on a  bond-equivalent
basis  assuming  semi-annual  reinvestment  and  compounding  of net  investment
income.

The tax equivalent  annualized  yield for the 30-day period ended  September 30,
1998 for the  Fund's  Class A shares was 5.77%.  The tax  equivalent  annualized
yield was computed by first computing the annualized  yield as discussed  above.
Then the portion of the yield attributable to securities the income of which was
exempt for federal and state income tax purposes was determined. This portion of
the yield was then  divided  by one minus  41.29%  (which  assumes  the  maximum
combined  federal and state income tax rate for  individual  taxpayers  that are
subject  to  Pennsylvania  income  tax.  Then the  small  portion  of the  yield
attributable  to  securities  the  income of which was exempt  only for  federal
income tax purposes was  determined.  This portion of the yield was then divided
by one minus 39.6% (39.6% being the assumed  maximum federal income tax rate for
individual taxpayers).  These two calculations were then added to the portion of
the Class A shares'  yield,  if any, that was  attributable  to  securities  the
income of which was not tax-exempt.

The average  annual  total return for the Fund's Class A shares for the one-year
period ended  September 30, 1998 was 3.98%.  The average annual total return for
the Fund's Class A shares for the five-year  period ended September 30, 1998 was
4.66%.  The average  annual  total  return for the Fund's Class A 
    


                                       26
<PAGE>

   
shares for the ten-year period ended September 30, 1998 was 7.45%. These returns
were computed by assuming a  hypothetical  initial  payment of $1,000 in Class A
shares of the Fund. From this $1,000, the maximum sales load of $47.50 (4.75% of
public  offering  price)  was  deducted.  It was  then  assumed  that all of the
dividends and  distributions by the Fund's Class A shares over the relevant time
period were  reinvested.  It was then  assumed  that at the end of the  one-year
period,  the five-year  period,  and the ten-year period of the Fund, the entire
amount was  redeemed.  The average  annual total return was then  calculated  by
determining  the annual rate  required  for the  initial  payment to grow to the
amount which would have been received upon redemption  (i.e., the average annual
compound rate of return).
    

Class D

   
The  annualized  yield for the 30-day  period ended  September  30, 1998 for the
Fund's Class D shares was 2.82%.  The annualized yield was computed as for Class
A shares by dividing the Fund's net  investment  income per share earned  during
this 30-day period by the maximum  offering price per share (i.e., the net asset
value) on September 30, 1998 which was the last day of this period.  The average
number of Class D shares of the Fund was  67,767,  which was the  average  daily
number of shares  outstanding  during the 30-day  period  that were  eligible to
receive  dividends.  Income was computed by totaling the interest  earned on all
debt  obligations  during the 30-day period and subtracting from that amount the
total of all recurring expenses incurred during the period. The 30-day yield was
then annualized on a bond-equivalent basis assuming semi-annual reinvestment and
compounding of net investment income.

The tax equivalent  annualized  yield for the 30-day period ended  September 30,
1998 for the  Fund's  Class D shares was 4.80%.  The tax  equivalent  annualized
yield was computed as discussed above for Class A shares.

The average  annual  total return for the Fund's Class D shares for the one-year
period ended  September 30, 1998 was 7.36%.  The average annual total return for
the Fund's Class D shares for the period  February 1, 1994  (inception)  through
September  30,  1998 was  4.78%.  These  returns  were  computed  by  assuming a
hypothetical  initial  payment  of $1,000 in Class D shares of the Fund and that
all of the  dividends  and  distributions  by the Fund's Class D shares over the
relevant time period were reinvested. It was then assumed that at the end of the
one-year  period and the period since  inception of the Fund,  the entire amount
was redeemed, subtracting the 1% CDSC, if applicable.

The tables below  illustrate  the total  returns on a $1,000  investment  in the
Fund's Class A and Class D shares for the ten years ended  September 30, 1998 or
from the Class's inception through  September 30, 1998,  assuming  investment of
all dividends and capital gain distributions.
    

                                     Class A
                                     -------

<TABLE>
<CAPTION>
                 Value of        Value of                   Total Value
    Year         Initial       Capital Gain    Value of          Of            Total
    Ended     Investment(2)   Distributions    Dividends   Investment(2)   Return(1)(3)
    -----     -------------   -------------    ---------   -------------   ------------
<S>                <C>              <C>            <C>         <C>              <C>
   9/30/89         $ 978            $---           $66         $1,044
   9/30/90           957             ---           130          1,087
   9/30/91         1,009              13           211          1,233
   9/30/92         1,045              16           295          1,356
   9/30/93         1,123              39           394          1,556
   9/30/94           984              78           416          1,478
   9/30/95         1,016             109           509          1,634
   9/30/96         1,019             129           593          1,741
   9/30/97         1,038             153           688          1,879
   
   9/30/98         1,074             179           799          2,052           105.19%
    
</TABLE>



                                       27
<PAGE>


                                     Class D
                                     -------

<TABLE>
<CAPTION>
                          Value of          Value of                         Total Value
    Year/Period           Initial         Capital Gain       Value of             of              Total
       Ended(1)        Investment(2)     Distributions       Dividends      Investment(2)     Return(1)(3)
       --------        -------------     -------------       ---------      -------------     ------------
<S>                          <C>              <C>               <C>              <C>                <C>
      9/30/94                $901             $---              $ 24             $ 925
      9/30/95                 930               18                65             1,013
      9/30/96                 933               30               108             1,071
      9/30/97                 950               44               153             1,147
   
      9/30/98                 983               58               202             1,243              24.31%
    
</TABLE>

- ----------
(1) For the ten year period  ended  September  30, 1998 for Class A shares;  and
    from commencement of operations for Class D shares on February 1, 1994.

   
(2) The "Value of Initial  Investment"  as of the date  indicated  reflects  the
    effect of the maximum sales charge and CDSC, if applicable, assumes that all
    dividends and capital gain  distributions  were taken in cash,  and reflects
    changes in the net asset value of the shares purchased with the hypothetical
    initial investment.  "Total Value of Investment"  reflects the effect of the
    CDSC,  if  applicable,  and assumes  investment of all dividends and capital
    gain distributions.
    

(3) Total  return  for each  Class  of the  Fund is  calculated  by  assuming  a
    hypothetical  initial  investment  of $1,000 at the  beginning of the period
    specified,  subtracting  the  maximum  sales  load or CDSC,  if  applicable;
    determining total value of all dividends and  distributions  that would have
    been paid during the period on such shares  assuming  that each  dividend or
    distribution  was  invested  in  additional   shares  at  net  asset  value;
    calculating the total value of the investment at the end of the period;  and
    finally,  by dividing the difference  between the amount of the hypothetical
    initial  investment  at the beginning of the period and its value at the end
    of the period by the amount of the hypothetical initial investment.

Seligman  waived its fees and  reimbursed  certain  expenses  during some of the
periods above, which positively affected the performance results presented.

                              Financial Statements

The Fund's Annual Report to Shareholders for the fiscal year ended September 30,
1998  contains a schedule of the  investments  of the Fund as of  September  30,
1998,  as well as certain  other  financial  information  as of that  date.  The
financial   statements  and  notes  included  in  the  Annual  Report,  and  the
Independent Auditors' Report thereon, are incorporated herein by reference.  The
Annual Report will be furnished, without charge, to investors who request copies
of this SAI.

                               General Information

The Trustees are  authorized to classify or  reclassify  and issue any shares of
beneficial  interest  of the  Trust  into any  number of other  classes  without
further action by  shareholders.  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.

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  matter  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, (d) with respect to any
amendment of the  Declaration of Trust (other than amendments  establishing  and
designating  new series or classes  of shares,  abolishing  series or classes of
shares when there are no units  thereof  outstanding,  changing  the name of the
Fund,  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 Internal Revenue Code or applicable  regulations
for the Fund's obtaining the most favorable  treatment  thereunder  available to
regulated investment companies,  (e) to the same extent as the stockholders of a
Pennsylvania  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  


                                       28
<PAGE>

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 per centum 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 Trustee  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 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.

The shareholders of a Pennsylvania 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 the Fund's assets for any
shareholder held personally liable for obligations of the Fund.

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 Seligman,  the accounting records and determines the net
asset value for the Fund.

   
Auditors.  Deloitte & Touche LLP,  independent  auditors,  have been selected as
auditors of the Fund. Their address is Two World Financial Center,  New York, NY
10281.
    


                                       29
<PAGE>

                                   Appendix A

Moody's Investors Service, Inc. ("Moody's")
Municipal Bonds

     Aaa:  Municipal  bonds  which are  rated  Aaa are  judged to be of the best
quality.  They carry the smallest degree of investment risk.  Interest  payments
are protected by a large or by an  exceptionally  stable margin and principal is
secure. While the various protective elements are likely to change, such changes
as can be  visualized  are most  unlikely  to impair  the  fundamentally  strong
position of such issues.

     Aa:  Municipal bonds which are rated Aa are judged to be of high quality by
all  standards.  Together  with the Aaa group they  comprise  what are generally
known as high grade bonds.  They are rated lower than Aaa bonds because  margins
of protection may not be as large or  fluctuation of protective  elements may be
of  greater  amplitude  or there may be other  elements  present  which make the
long-term risks appear somewhat larger than in Aaa securities.

     A:  Municipal  bonds which are rated A possess  many  favorable  investment
attributes and are to be considered as upper medium grade  obligations.  Factors
giving  security to principal and interest are considered  adequate but elements
may be present which  suggest a  susceptibility  to  impairment  sometime in the
future.

     Baa:  Municipal  bonds which are rated Baa are  considered  as medium grade
obligations,  i.e.,  they are  neither  highly  protected  nor  poorly  secured.
Interest  payments and principal  security  appear  adequate for the present but
certain  protective  elements  may  be  characteristically  lacking  or  may  be
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact may have speculative characteristics as well.

     Ba:  Municipal  bonds  which  are rated Ba are  judged to have  speculative
elements;  their  future  cannot  be  considered  as  well-assured.   Often  the
protection of interest and principal payments may be very moderate,  and thereby
not  well  safeguarded  during  other  good  and  bad  times  over  the  future.
Uncertainty of position characterizes bonds in this class.

     B: Municipal bonds which are rated B generally lack  characteristics of the
desirable  investment.  Assurance  of  interest  and  principal  payments  or of
maintenance  of other terms of the contract  over any long period of time may be
small.

     Caa: Municipal bonds which are rated Caa are of poor standing.  Such issues
may be in default or there may be present  elements  of danger  with  respect to
principal or interest.

     Ca:  Municipal  bonds which are rated Ca  represent  obligations  which are
speculative  in high  degree.  Such  issues  are often in  default or have other
marked shortcomings.

     C:  Municipal  bonds which are rated C are the lowest rated class of bonds,
and issues so rated can be regarded as having  extremely  poor prospects of ever
attaining any real investment standing.

     Moody's  applies  numerical  modifiers (1, 2 and 3) in each generic  rating
classification  from Aa  through B in its  corporate  bond  rating  system.  The
modifier 1 indicates  that the  security  ranks in the higher end of its generic
rating  category;  modifier 2  indicates  a mid-range  ranking;  and  modifier 3
indicates that the issuer ranks in the lower end of its generic rating category.

Municipal Notes

     Moody's  ratings  for  municipal  notes  and  other  short-term  loans  are
designated Moody's Investment Grade (MIG). This distinction is in recognition of
the differences  between short-term and long-term credit risk. Loans bearing the
designation  MIG 1 are  of the  best  quality,  enjoying  strong  protection  by


                                       30
<PAGE>

established  cash  flows of funds  for their  servicing  or by  established  and
broad-based access to the market for refinancing.  Loans bearing the designation
MIG 2 are of high  quality,  with margins of  protection  ample  although not so
large as in the  preceding  group.  Loans bearing the  designation  MIG 3 are of
favorable  quality,  with all security  elements  accounted  for but lacking the
undeniable  strength of the preceding  grades.  Market access for refinancing in
particular, is likely to be less well established. Notes bearing the designation
MIG 4 are judged to be of adequate  quality,  carrying  specific risk but having
protection  commonly  regarded  as required of an  investment  security  and not
distinctly or predominantly speculative.

Commercial Paper

     Moody's  Commercial Paper Ratings are opinions of the ability of issuers to
repay  punctually  promissory  senior  debt  obligations  not having an original
maturity in excess of one year.  Issuers rated  "Prime-1" or "P-1" indicates the
highest quality repayment capacity of the rated issue.

     The  designation  "Prime-2" or "P-2" indicates that the issuer has a strong
capacity for repayment of senior  short-term  promissory  obligations.  Earnings
trends and  coverage  ratios,  while sound,  may be more  subject to  variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternative liquidity is maintained.

     The  designation  "Prime-3"  or  "P-3"  indicates  that the  issuer  has an
acceptable  capacity for repayment of  short-term  promissory  obligations.  The
effect  of  industry   characteristics  and  market  compositions  may  be  more
pronounced.  Variability in earnings and  profitability may result in changes in
the  level of debt  protection  measurements  and may  require  relatively  high
financial leverage. Adequate alternate liquidity is maintained.

     Issues  rated  "Not  Prime"  do not fall  within  any of the  Prime  rating
categories.

Standard & Poor's Corporation ("S&P")
Municipal Bonds

     AAA: Municipal bonds rated AAA are highest grade  obligations.  Capacity to
pay interest and repay principal is extremely strong.

     AA:  Municipal  bonds  rated AA have a very high  degree of safety and very
strong  capacity to pay interest and repay principal and differ from the highest
rated issues only in small degree.

     A: Municipal bonds rated A are regarded as upper medium grade.  They have a
strong  degree  of safety  and  capacity  to pay  interest  and repay  principal
although  they are  somewhat  more  susceptible  in the long term to the adverse
effects of changes in circumstances and economic  conditions than debt in higher
rated categories.

     BBB: Municipal bonds rated BBB are regarded as having a satisfactory degree
of safety and  capacity  to pay  interest  and re-pay  principal.  Whereas  they
normally exhibit adequate protection parameters,  adverse economic conditions or
changing  circumstances  are more  likely to lead to a weakened  capacity to pay
interest  and  re-pay  principal  for bonds in this  category  than for bonds in
higher rated categories.

     BB, B, CCC, CC:  Municipal  bonds rated BB, B, CCC and CC are regarded,  on
balance,  as predominantly  speculative with respect to capacity to pay interest
and pre-pay principal in accordance with the terms of the bond. BB indicates the
lowest degree of  speculation  and CC the highest degree of  speculation.  While
such bonds will likely have some quality and protective  characteristics,  these
are  outweighed  by  large  uncertainties  or major  risk  exposure  to  adverse
conditions.

     C: The rating C is reserved  for income bonds on which no interest is being
paid.


                                       31
<PAGE>

     D: Bonds rated D are in default,  and payment of interest and/or  repayment
of principal is in arrears.

     NR: Indicates that no rating has been requested, that there is insufficient
information  on which to base a  rating  or that S&P does not rate a  particular
type of bond as a matter of policy.

Municipal Notes

     SP-1: Very strong or strong  capacity to pay principal and interest.  Those
issues determined to possess overwhelming safety characteristics will be given a
plus (+) designation.

     SP-2: Satisfactory capacity to pay principal and interest.

Commercial Paper

     S&P Commercial  Paper ratings are current  assessments of the likelihood of
timely payment of debts having an original maturity of no more than 365 days.

     A-1:  The A-1  designation  indicates  that the degree of safety  regarding
timely payment is very strong.

     A-2:  Capacity  for  timely  payment  on issues  with this  designation  is
satisfactory.  However,  the  relative  degree  of  safety is not as high as for
issues designated "A-1".

     A-3: Issues  carrying this  designation  have adequate  capacity for timely
payment. They are, however, more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.

     B: Issues rated "B" are regarded as having only a speculative  capacity for
timely payment.

     C: This rating is assigned to short-term debt  obligations  with a doubtful
capacity of payment.

     D: Debt rated "D" is in payment default.

     NR: Indicates that no rating has been requested, that there is insufficient
information  on which to base a  rating  or that S&P does not rate a  particular
type of bond as a matter of policy.

     The ratings  assigned by S&P may be modified by the  addition of a plus (+)
or minus (-) sign to show relative standing within its major rating categories.



                                       32
<PAGE>

                                   Appendix B

   
                      RISK FACTORS REGARDING INVESTMENTS IN
                        PENNSYLVANIA MUNICIPAL SECURITIES

     The following  information  as to certain  Pennsylvania  considerations  is
given to  investors  in view of the  Fund's  policy of  investing  primarily  in
securities of  Pennsylvania  issuers.  Such  information is derived from sources
that are generally  available to investors and is believed to be accurate.  Such
information  constitutes only a brief summary, does not purport to be a complete
description  and is based on information  from official  statements  relating to
securities offerings of Pennsylvania issuers.

     Employment.  The industries  traditionally strong in Pennsylvania,  such as
coal,  steel and railway,  have  declined and account for a decreasing  share of
total employment.  Service industries  (including trade, health care,  education
and  finance)  have  grown,  however,  contributing  increasing  shares  to  the
Commonwealth's gross product and exceeding the manufacturing sector in each year
since 1985 as the largest single source of employment.

     While the level of Pennsylvania's  population  basically  remained constant
from 1988 through 1997,  nonagricultural  employment increased by 7.0% from 1988
to 1997, after declining during the early 1980's. In contrast, increases in U.S.
nonagricultural  employment have been greater and declines  smaller for the same
periods, with U.S. employment increasing by 16% from 1988 to 1997. Trends in the
unemployment  rates of Pennsylvania  and the U.S. have been similar from 1988 to
1997.  From 1986 to 1990,  Pennsylvania's  unemployment  rate was lower than the
U.S. rate. For example,  Pennsylvania's  unemployment rate for 1989 and 1990 was
4.5% and 5.4%,  respectively,  while the unemployment rate for the U.S. was 5.3%
and 5.6% for the same years. In 1996 and 1997, Pennsylvania's  unemployment rate
was 5.3% and 5.2%,  respectively,  compared with the U.S.  unemployment  rate of
5.4% and 4.9% for the same years.

     Commonwealth   Debt.   Debt   service  on  general   obligation   bonds  of
Pennsylvania,  except those issued for highway  purposes or the benefit of other
special  revenue  funds,  is  payable  from  Pennsylvania's  general  fund,  the
recipient of all Commonwealth  revenues that are not required to be deposited in
other funds.

     As of June 30, 1998,  the  Commonwealth  had $4,724.5  million of long-term
bonds  outstanding,  with debt for  capital  projects  constituting  the largest
dollar amount. Although  Pennsylvania's  Constitution permits the issuance of an
aggregate  amount of capital project debt equal to 1.75 times the average annual
tax  revenues of the  preceding  five fiscal  years,  the General  Assembly  may
authorize and historically has authorized a smaller amount.  This constitutional
limit  does not apply to other  types of  Pennsylvania  debt such as  electorate
approved  debt or debt  issued  to  rehabilitate  areas  affected  by  disaster.
However,  the former may be incurred  only after the  enactment  of  legislation
calling for a referendum  and usually  specifying the purpose and amount of such
debt, followed by electoral approval.  Similarly,  debt issued to rehabilitate a
disaster  area must be  authorized  by  legislation  which sets the debt limits.
These  statutory  and  constitutional  limitations  imposed  on  bonds  are also
applicable to bond anticipation notes.

     Pennsylvania cannot use tax anticipation notes or any other form of debt to
fund budget deficits between fiscal years. All year-end  deficits must be funded
within the succeeding  fiscal year's budget.  Moreover,  the principal amount of
tax anticipation notes issued and outstanding for the account of a fund during a
fiscal year may not exceed 20 percent of that fund's estimated revenues for that
fiscal year.

     Moral  Obligations.  The debt of the  Pennsylvania  Housing  Finance Agency
("PHFA"),  a state agency which provides  housing for lower and moderate  income
families,  and  certain  obligations  of  The  Hospitals  and  Higher  Education
Facilities  Authority of Philadelphia  (the  "Hospitals  Authority") is the only
debt bearing  Pennsylvania's moral obligation.  PHFA's bonds, but not its notes,
are  partially  secured by a capital  reserve fund  required to be maintained by
PHFA in an amount equal to the maximum  annual debt  service on its  outstanding
bonds in any succeeding calendar year. If there is a potential deficiency in the
    


                                       33
<PAGE>

   
capital  reserve fund or if funds are  necessary  to avoid  default on interest,
principal or sinking fund payments on bonds or notes of PHFA,  the Governor must
place in Pennsylvania's budget for the next succeeding year an amount sufficient
to make up any such  deficiency or to avoid any such  default.  The budget which
the General  Assembly  adopts may or may not include  such  amount.  PHFA is not
permitted to borrow  additional  funds as long as any  deficiency  exists in the
capital  reserve fund. As of June 30, 1998,  PHFA had $2,716.4  million of bonds
outstanding.

     The Hospitals  Authority is a municipal  authority organized by the City of
Philadelphia (the "City") to, inter alia,  acquire and prepare various sites for
use as  intermediate  care  facilities  for the mentally  retarded.  In 1986 the
Hospitals  Authority issued $20.4 million of bonds,  which were refunded in 1993
by a $21.1  million  bond  issue  of the  Hospitals  Authority  (the  "Hospitals
Authority  Bonds") for such  facilities  for the City.  The Hospitals  Authority
Bonds are secured by leases with the City and a debt  service  reserve  fund for
which the  Pennsylvania  Department  of Public  Welfare (the  "Department")  has
agreed with the Hospitals Authority to request in the Department's annual budget
submission  to the  Governor,  an amount of funds  sufficient  to alleviate  any
deficiency  in the debt  service  reserve  fund that may  arise.  The  budget as
finally adopted may or may not include the amount  requested.  If funds are paid
to the Hospitals  Authority,  the  Department  will obtain certain rights in the
property financed with the Hospitals Authority Bonds in return for such payment.

     In  response  to a delay  in the  availability  of  billable  beds  and the
revenues from these beds to pay debt service on the Hospitals  Authority  Bonds,
PHFA  agreed in June 1989 to  provide a $2.2  million  low-interest  loan to the
Hospitals  Authority.  The loan enabled the Hospitals Authority to make all debt
service payments on the Hospitals  Authority Bonds during 1990. Enough beds were
completed in 1991 to provide sufficient  revenues to the Hospitals  Authority to
meet its debt service  payments and to begin  repaying the loan from PHFA. As of
June 30, 1997, $1.1 million of the loan was outstanding.

     Other Commonwealth Obligations; Pensions. Other obligations of Pennsylvania
include long-term agreements with public authorities to make lease payments that
are in some cases pledged as security for those authorities'  revenue bonds, and
two pension  plans  covering  state  public  school and other  employees.  These
pension plans had no unfunded  actuarial accrued liability for their fiscal year
ended in 1997.

     Pennsylvania Agencies. Certain Pennsylvania-created agencies have statutory
authorization  to  incur  debt  for  which   legislation   providing  for  state
appropriations  to pay debt service  thereon is not required.  The debt of these
agencies is supported  solely by assets of, or revenues derived from the various
projects  financed  and is not an  obligation  of  Pennsylvania.  Some of  these
agencies,  however,  are  indirectly  dependent on  Pennsylvania  funds  through
various  state-assisted  programs.  There can be no assurance that in the future
assistance  of the  Commonwealth  will be  available  to these  agencies.  These
entities  are as follows:  The  Delaware  River  Joint Toll  Bridge  Commission,
Delaware  River  Port  Authority,  Pennsylvania  Energy  Development  Authority,
Pennsylvania Higher Education Assistance Agency, Pennsylvania Higher Educational
Facilities   Authority,    Pennsylvania    Industrial   Development   Authority,
Pennsylvania  Infrastructure Investment Authority, the Pennsylvania State Public
School  Building   Authority,   the  Pennsylvania   Turnpike   Commission,   the
Pennsylvania  Economic  Development  Financing  Authority  and the  Philadelphia
Regional Port Authority.

     Debt of  Political  Subdivisions  and their  Authorities.  The  ability  of
Pennsylvania's  political  subdivisions,  such as  counties,  cities  and school
districts, to engage in general obligation borrowing without electorate approval
is generally  limited by their recent revenue  collection  experience,  although
generally such subdivisions can levy real property taxes unlimited as to rate or
amount to repay general obligation  borrowings.  Recent  legislation  authorizes
these subdivisions to engage in general  obligation  borrowings without limit as
to principal amount to fund unfunded accrued pension liabilities.

     Political  subdivisions can issue revenue obligations which will not affect
their  general  obligation   borrowing  capacity,   but  only  if  such  revenue
obligations  are either  limited as to repayment  from a certain type of revenue
other than tax revenues or projected to be repaid solely from project revenues.
    


                                       34
<PAGE>

   
     Industrial  development  and  municipal  authorities,  although  created by
political  subdivisions,  can only issue  obligations  payable  solely  from the
revenues  derived  from the  financed  project.  If the user of the project is a
political  subdivision,  that  subdivision's  full faith and credit may back the
repayment  of  the  obligations  of  the  industrial  development  or  municipal
authority.  Often the user of the project is a nongovernmental entity, such as a
not-for-profit  hospital  or  university,  a  public  utility  or an  industrial
corporation,  and there  can be no  assurance  that it will  meet its  financial
obligations or that the pledge,  if any, of property  financed will be adequate.
Factors affecting the business of the user of the project, such as managed care,
increased  competition and governmental efforts to control health care costs (in
the case of hospitals),  declining  enrollment  and  reductions in  governmental
financial  assistance  (in the case of  universities),  increasing  capital  and
operating costs (in the case of public utilities) and economic slowdowns (in the
case of industrial corporations) may adversely affect the ability of the project
user to pay the debt service on revenue bonds issued on its behalf.

     Many factors  affect the financial  condition of the  Commonwealth  and its
counties,  cities,  school districts and other political  subdivisions,  such as
social,  environmental and economic conditions, many of which are not within the
control of such  entities.  As is the case with many states and cities,  many of
the programs of the  Commonwealth and its political  subdivisions,  particularly
human services programs,  depend in part upon federal  reimbursements which have
been steadily declining.  From time to time, the Commonwealth and various of its
political subdivisions  (including particularly the City of Philadelphia and the
City of Scranton) have encountered  financial difficulty due to slowdowns in the
pace of economic activity in the Commonwealth and to other factors.  The Fund is
unable to predict what  effect,  if any,  such factors  would have on the Fund's
investments.
    



                                       35
<PAGE>


                                   Appendix C

                 HISTORY OF J. & W. SELIGMAN & CO. INCORPORATED

     Seligman's  beginnings date back to 1837, when Joseph Seligman,  the oldest
of eight  brothers,  arrived in the United  States from  Germany.  He earned his
living as a pack peddler in  Pennsylvania,  and began  sending for his brothers.
The Seligmans became successful merchants,  establishing businesses in the South
and East.

     Backed by nearly thirty years of business success - culminating in the sale
of government  securities to help finance the Civil War - Joseph Seligman,  with
his brothers,  established the international banking and investment firm of J. &
W.  Seligman & Co. In the years that  followed,  the Seligman  Complex  played a
major role in the  geographical  expansion  and  industrial  development  of the
United States.

The Seligman Complex:

 ...Prior to 1900

o    Helps finance America's fledgling railroads through underwritings.
o    Is admitted to the New York Stock  Exchange  in 1869.  Seligman  remained a
     member of the NYSE until 1993,  when the  evolution of its business made it
     unnecessary.
o    Becomes a prominent underwriter of corporate securities, including New York
     Mutual Gas Light Company, later part of Consolidated Edison.
o    Provides financial  assistance to Mary Todd Lincoln and urges the Senate to
     award her a pension.
o    Is appointed U.S. Navy fiscal agent by President Grant.
o    Becomes a leader in raising  capital  for  America's  industrial  and urban
     development.

 ...1900-1910

o    Helps Congress finance the building of the Panama Canal.

 ...1910s

o    Participates  in  raising  billions  for Great  Britain,  France and Italy,
     helping to finance World War I.

 ...1920s

o    Participates  in hundreds of successful  underwritings  including those for
     some  of the  Country's  largest  companies:  Briggs  Manufacturing,  Dodge
     Brothers, General Motors,  Minneapolis-Honeywell Regulatory Company, Maytag
     Company, United Artists Theater Circuit and Victor Talking Machine Company.
o    Forms  Tri-Continental  Corporation  in 1929,  today the nation's  largest,
     diversified  closed-end equity investment company,  with over $2 billion in
     assets and one of its oldest.

 ...1930s

o    Assumes  management of Broad Street  Investing  Co. Inc.,  its first mutual
     fund, today known as Seligman Common Stock Fund, Inc.
o    Establishes Investment Advisory Service.


                                       36
<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,  which currently  offers two separate
     series: Seligman Large-Cap Value Fund and Seligman Small-Cap Value Fund.



                                       37


<PAGE>
TO THE SHAREHOLDERS

     Seligman Pennsylvania Municipal Fund posted strong results for its fiscal
year ended September 30, 1998. Although the growth of the US economy slowed from
its record pace, the expansion continued. Inflation and interest rates reached
their lowest levels in a quarter century, and unemployment was at its lowest
level since 1970.

     Despite ongoing strength in the US, economic turmoil spread throughout the
rest of the world. The Asian financial crisis worsened, Japan failed to resolve
its banking problems, Russia's economy became chaotic, and economic crises
loomed throughout much of Latin America, particularly in Brazil. Fears of risk
in nearly all types of financial assets drove investors out of the equity
markets and into the relative safety and quality of investments such as US
Treasury bonds, often a haven from a turbulent stock market. This "flight to
quality" helped create an attractive environment for municipal bonds.

     Major factors influencing the market for municipal bonds over the year were
the prolonged Treasury bond rally and heavy issuance of municipal securities.
Municipal bond holders fared well as interest rates generally declined over this
time period. Nonetheless, the performance of the municipal market lagged that of
the Treasury bond market, as investors focused on quality in view of financial
instability. Treasury bond prices rose sharply over the 12-month period, sending
yields significantly lower. At one point in the period, selected municipal
obligations traded at the same yield as Treasuries, even though municipals
offered more favorable tax treatment.

     Looking ahead, we see the favorable climate for municipal bonds continuing.
Low inflation and a growing economy should serve to protect the value of
municipal investments. Fewer new issues may be entering the market, which could
tighten the supply/demand balance. This could improve overall total
rate-of-return prospects. Also, although the US economy continues to grow, this
growth is slowing, and the global situation is forcing the Federal Reserve into
a more benign strategy on interest rates. The Fed has already cut short-term
rates twice, and we expect more cuts until a semblance of international
stability emerges. Finally, the municipal market's record of safety and
stability offers further appeal to investors in these more troubled times,
especially as equity market volatility continues.

All in all, we feel the investment attractiveness of municipals remains
compelling. In this period of global economic uncertainty and low interest
rates, municipals are an appropriate alternative for those investors with
suitable investment requirements.

As you may know, companies are modifying their computer systems to recognize
dates of January 1, 2000, and beyond. This is often referred to as the "Y2K"
problem. Unless systems are updated, many applications may interpret the last
two digits of the year to mean 1900 instead of 2000. J. & W. Seligman & Co.
Incorporated, the Seligman Investment Companies, and Seligman Data Corp., your
shareholder service agent, have jointly established a team to ensure that your
investment and shareholder services are not disrupted. This team is supported by
consulting firms specializing in Y2K solutions. Substantial work has been
performed to date, and we are confident that when our plans are finalized and
all systems are tested, there will be no disruption in the services provided by
your Fund.

Thank you for your continued support of Seligman Pennsylvania Municipal Fund. We
look forward to serving your investment needs in the many years to come. A
discussion with your Portfolio Manager, performance overview, portfolio
holdings, and financial statements follow this letter.

By order of the Trustees,

/s/ William C. Morris
- ---------------------
William C. Morris
Chairman

                                                              /s/ Brian T. Zino
                                                              -----------------
                                                                  Brian T. Zino
                                                                      President

October 30, 1998
                                       1
<PAGE>

Interview With Your Portfolio Manager,
Thomas G. Moles

   Q. What economic factors influenced Seligman Pennsylvania Municipal Fund in
      the last 12 months?

   A. The continuing combination of low inflation, low unemployment, and steady
      economic growth throughout the past 12 months sustained what became one of
      the nation's longest peacetime economic expansions. This contributed to
      the overall improvement of the financial condition of America's states,
      cities, and municipalities. Over the past year, credit rating upgrades
      significantly outnumbered rating downgrades. These upgrades enhanced the
      overall creditworthiness of the municipal marketplace.

      But, by the end of your Fund's fiscal year, there was widespread
      expectation that the US may be unable to avoid the economic slowdown that
      has already gripped much of the world. While many economists were calling
      a recession unlikely, the fact that they were including its potential in
      their forecasts implied that the ongoing domestic economic expansion would
      not continue. In the final months of the fiscal year, turmoil in world
      markets began to contribute to a modest slowdown in the pace of US
      economic growth, and prevented an acceleration in the rate of inflation.
      In September, the Federal Reserve Board lowered the federal funds rate by
      one-quarter of one percent. With a warning that growing fear among
      investors and lenders was threatening the nation's economic expansion, the
      Fed unexpectedly cut interest rates again in October, the first time in
      four and a half years that the central bank had changed interest-rate
      policy outside one of its normally scheduled meetings. This unusual timing
      suggested that the Fed believed that the domestic economy is beginning to
      deteriorate as the worldwide financial crisis gains momentum, and that a
      credit shortage may be developing that could further curb growth. Fed
      officials have hinted that more interest-rate reductions will ensue if the
      global financial turmoil escalates. Declining US equity markets reflected
      these fears, as investors sold stocks in favor of the relative safety and
      quality of US Treasury bonds, which are often considered a haven from a
      volatile stock market.

A TEAM APPROACH

Seligman Pennsylvania  Municipal Fund is managed by the Seligman Municipals
Team,  headed by Thomas G. Moles. Mr. Moles is assisted in the management of the
Fund by a group of seasoned  professionals  who are responsible for research and
trading consistent with the Fund's investment objective.

[PHOTO]
     Seligman Municipals Team: (from left) Audrey Kuchtyak, Theresa Barion,
Debra McGuinness, (seated) Eileen Comerford, Thomas G. Moles (Portfolio Manager)

                                       2
<PAGE>

     Interview With Your Portfolio Manager,

     Thomas G. Moles

   Q. What market factors influenced Seligman Pennsylvania Municipal Fund in the
      last 12 months?

   A. Overall, Seligman Pennsylvania Municipal Fund ended its fiscal year on a
      positive note. During the period, long-term municipal yields fluctuated
      within a narrow range, decreasing by almost one-half of a point. The
      declining interest-rate environment led to rising prices for the majority
      of holdings and competitive performance results for the Fund's net asset
      value.

      However, the municipal market underperformed the US Treasury market during
      the 12-month period. The ongoing strength in the economy over the year
      caused the supply of Treasury bonds to shrink, as the federal government
      needed to borrow less after running its first budget surplus in 29 years.
      But, the solid economy and low interest rates caused the supply of
      municipal bonds to grow. The net reduction in Treasury financing and the
      increasing municipal bond issuance was compounded by the increased
      investor demand for Treasuries. These factors caused the decline in
      Treasury yields to significantly outpace the drop in municipal yields.
      Because of these factors, long-term municipal bonds have not been as
      attractive, relative to long-term Treasuries, since 1986, when proposed
      tax legislation threatened the tax-exempt status of municipal securities.

   Q. What was your investment strategy?

   A. Throughout the 12-month period, the long-term interest-rate outlook was
      positive, and Seligman Pennsylvania Municipal Fund was positioned to
      benefit from the declining interest-rate environment. The Seligman
      Municipals Team engaged in duration-extension trades, selling shorter-term
      holdings and replacing them with long-term, current-coupon bonds.
      Current-coupon bonds have coupon rates that are at or near current market
      rates. Generally, when long-term bond yields decline, the prices
      appreciate more than those of shorter-term bonds.

      During the past 12 months, we also improved the call protection of the
      portfolios. As the bonds within the portfolio mature, older holdings
      approach their optional call dates (a callable bond can be redeemed by the
      issuer, prior to maturity, on specified dates and at predetermined
      prices). Declining interest rates increase the risk that these bonds will
      be called by the issuer. The lower interest-rate environment over the
      12-month period prompted many municipal issuers to retire outstanding,
      higher-coupon debt. Additionally, as a direct result of the significant
      increase in refunding volume, many of the portfolio's holdings were
      advance-refunded, which had a positive impact on performance. In general,
      when a municipal bond is refunded, total return performance is improved,
      and the bond's rating is often upgraded.

   Q. What is your outlook?

   A. Long-term municipal yields have fallen to levels not seen in many years.
      Municipal securities continue to offer a significant yield advantage
      compared to the after-tax returns of other fixed-income investments.
      Further, as the yield spread between municipal and Treasury bonds
      normalizes, municipal market performance should improve, relative to the
      Treasury market. Finally, the municipal market's record of safety and
      stability may become more appealing as volatility persists in the US
      equity markets. Consequently, we remain optimistic about the long-term
      prospects for the municipal bond market, and for Seligman Pennsylvania
      Municipal Fund.

                                       3
<PAGE>

Performance Overview And Portfolio Summary

    This chart compares a $10,000 hypothetical investment made in Seligman
Pennsylvania Municipal Fund Class A shares with and without the initial 4.75%
maximum sales charge, for the 10-year period ended September 30, 1998, to a
$10,000 hypothetical investment made in the Lehman Brothers Municipal Bond Index
(Lehman Index) for the same period. The performance of Seligman Pennsylvania
Municipal Fund Class D shares is not shown in this chart but is included in the
table on page 5. It is important to keep in mind that the Lehman Index does not
include any fees or sales charges and does not reflect state-specific bond
market performance. The table on page 5 also includes relevant portfolio
characteristics.

          With Sales Charge    Without Sales Charge    Lehman Index
9/30/88          9,531                10,000              10,000
12/31/88         9,825                10,309              10,185
3/31/89          9,893                10,380              10,252
6/30/89         10,468                10,984              10,859
9/30/89         10,439                10,953              10,867
12/31/89        10,831                11,365              11,284
3/31/90         10,798                11,330              11,335
6/30/90         11,037                11,581              11,600
9/30/90         10,870                11,406              11,607
12/31/90        11,410                11,972              12,107
3/31/91          11584                12,154              12,381
6/30/91         11,859                12,443              12,645
9/30/91         12,327                12,934              13,136
12/31/91        12,699                13,324              13,578
3/31/92         12,739                13,366              13,619
6/30/92         13,240                13,892              14,136
9/30/92         13,564                14,232              14,511
12/31/92        13,882                14,566              14,775
3/31/93         14,413                15,123              15,323
6/30/93         14,956                15,692              15,824
9/30/93         15,559                16,325              16,359
12/31/93        15,674                16,446              16,588
3/31/94         14,672                15,394              15,677
6/30/94         14,749                15,476              15,851
9/30/94          14781                15,508              15,959
12/31/94        14,573                15,291              15,729
3/31/95         15,679                16,452              16,841
6/30/95         16,018                16,807              17,247
9/30/95         16,341                17,146              17,744
12/31/95        17,198                18,045              18,475
3/31/96         16,815                17,643              18,251
6/30/96         16,916                17,749              18,392
9/30/96         17,415                18,272              18,815
12/31/96        17,789                18,665              19,295
3/31/97         17,649                18,518              19,250
6/30/97         18,254                19,153              19,914
9/30/97         18,789                19,714              20,516
12/31/97         19336                 20288               21072
3/31/98          19597                 20562               21314
6/30/98          19888                 20868               21638
9/30/98          20518                 21528               22302

    The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders.

    Performance data quoted represent changes in prices and assume that all
distributions within the period are invested in additional shares. The rates of
return will vary and the principal value of an investment will fluctuate.
Shares, if redeemed, may be worth more or less than their original cost. Past
performance is not indicative of future investment results.


                                       4
<PAGE>

Performance Overview and Portfolio Summary

Investment Results Per Share

TOTAL RETURNS
For Periods Ended September 30, 1998

<TABLE>
<CAPTION>

                                                                             AVERAGE ANNUAL
                                                             ----------------------------------------------
                                                                                                    CLASS D
                                                                                                     SINCE
                                                  SIX         ONE          FIVE          10        INCEPTION
                                                MONTHS*      YEAR          YEARS        YEARS       2/1/94
                                              ----------    ------        -------      -------   ------------
<S>                                             <C>           <C>           <C>          <C>         <C>
Class A**
With Sales Charge                               (0.26)%       3.98%         4.66%        7.45%         n/a
Without Sales Charge                             4.70         9.20          5.69         7.97          n/a
Class D**
With 1% CDSC                                     3.30         7.36           n/a          n/a          n/a
Without CDSC                                     4.30         8.36           n/a         n/a          4.78%
Lehman Index***                                  4.64         8.71          6.40         8.35         6.29+
</TABLE>

<TABLE>
<CAPTION>
NET ASSET VALUE                                            DIVIDEND, CAPITAL GAIN, AND YIELD INFORMATION
                                                           For Periods Ended September 30, 1998

             9/30/98        3/31/98       9/30/97                     DIVIDENDS0      CAPITAL GAIN0      SEC YIELD00
            --------       --------      --------                   ------------   ----------------      -----------
<S>           <C>           <C>           <C>                           <C>              <C>               <C>
Class A       $8.24         $8.04         $7.96            Class A      $0.349           $0.081            3.39%
Class D        8.23          8.03          7.95            Class D       0.286            0.081            2.82
</TABLE>

<TABLE>
<S>                              <C>                       <C>                       <C>
HOLDINGS BY MARKET SECTOR++                                MOODY'S/S&P RATINGS++
Revenue Bonds                    78%                       Aaa/AAA                   77%
General Obligation Bonds         22                        Aa/AA                     21
                                                           Baa/BBB                    2
</TABLE>

WEIGHTED AVERAGE MATURITY  21.9 years

- ------------------
   *Returns for periods of less than one year are not annualized.

 **Return figures reflect any change in price and assume all distributions
    within the period are invested in additional shares. Returns for Class A
    shares are calculated with and without the effect of the initial 4.75%
    maximum sales charge. Returns for Class D shares are calculated with and
    without the effect of the 1% contingent deferred sales charge ("CDSC"),
    charged on redemptions made within one year of the date of purchase. A
    portion of the Fund's income may be subject to applicable state and local
    taxes, and any amount may be subject to the federal alternative minimum tax.

 ***The Lehman Index is an unmanaged index that does not include any fees or
    sales charges and does not reflect state-specific bond market performance.
    Investors cannot invest directly in an index.

   +From 1/31/94.

  0 Represents per share amount paid or declared for the year ended September
    30, 1998.

 00 Current yield, representing the annualized yield for the 30-day period ended
    September 30, 1998, has been computed in accordance with SEC regulations and
    will vary.

  ++Percentages based on market values of long-term holdings at September 30,
    1998.

                                       5
<PAGE>

Portfolio Of Investments
September 30, 1998

<TABLE>
<CAPTION>

     FACE                                                                                  RATINGS+          MARKET
    AMOUNT                                 MUNICIPAL BONDS                                MOODY'S/S&P        VALUE
  ----------                             -------------------                             -------------   -------------
<S>            <C>                                                                         <C>             <C>
 $1,000,000    Berks County Municipal Authority, PA Hospital Rev. (The Reading
                  Hospital & Medical Center Project), 5.70%  due 10/1/2014..............    Aaa/AAA         $1,124,850
  1,000,000    Berks County Municipal Authority, PA Hospital Rev. (The Reading
                  Hospital & Medical Center Project), 6.10%  due 10/1/2023..............    Aaa/AAA          1,109,670
  1,000,000    Bucks County, PA GOs, 5% due 5/1/2017 ...................................     Aa2/AA          1,018,260
  1,000,000    Delaware County Authority, PA (Haverford College Rev.),
                  5 1/2% due 11/15/2023 ................................................    Aaa/AAA          1,048,520
  1,000,000    Delaware County Industrial Development Authority, PA (Philadelphia
                  Suburban Water Company), 6.35% due 8/15/2025*.........................    Aaa/AAA          1,123,020
  1,000,000    Delaware Valley, PA Regional Finance Authority Local Government Rev.,
                  7 3/4% due 7/1/2027...................................................    Aaa/AAA          1,469,790
  1,300,000    Lehigh County, PA Industrial Development Authority Pollution Control Rev.
                  (Pennsylvania Power & Light Company Project), 6.15% due 8/1/2029......    Aaa/AAA          1,451,450
  1,500,000    Montgomery County, PA GOs, 5.45% due 9/15/2022 ..........................     Aaa/NR          1,566,030
    500,000    Montgomery County, PA Industrial Development Authority Pollution
                  Control Rev. (Philadelphia Electric Co.), 7.60% due 4/1/2021*.........   Baa2/BBB            541,345
  2,000,000    Pennsylvania Higher Education Assistance Agency Student Loan Rev.,
                  6.40% due 3/1/2022*...................................................    Aaa/AAA          2,102,140
  1,350,000    Pennsylvania Higher Educational Facilities Authority College & University
                  Rev. (University of Pennsylvania), 5.90% due 9/1/2014 ................     Aa2/AA          1,469,286
  1,500,000    Pennsylvania Higher Educational Facilities Authority Rev.
                  (Temple University), 5% due 4/1/2029..................................    Aaa/AAA          1,500,000
  1,350,000    Pennsylvania Higher Educational Facilities Authority Rev.
                  (Drexel University), 5 3/4% due 5/1/2022..............................    Aaa/AAA          1,488,672
  1,500,000    Pennsylvania Housing Finance Agency (Single Family Mortgage Rev.),
                  5.85% due 4/1/2017*...................................................    Aa2/AA+          1,584,360
  1,350,000    Pennsylvania Housing Finance Agency (Rental Housing Rev.),
                  6 1/2% due 7/1/2023...................................................    Aaa/AAA          1,448,024
  1,500,000    Pennsylvania Intergovernmental Co-Op Authority Special Tax Rev.
                  (Philadelphia Funding Program), 5 1/2% due 6/15/2016..................    Aaa/AAA          1,591,665
</TABLE>

+ Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject to the federal
  alternative minimum tax.
See Notes to Financial Statements.


                                       6
<PAGE>

Portfolio Of Investments
September 30, 1998

<TABLE>
<CAPTION>

     FACE                                                                                  RATINGS+        MARKET
    AMOUNT                                 MUNICIPAL BONDS                                MOODY'S/S&P      VALUE
  ----------                             -------------------                             -------------  -------------
<S>            <C>                                                                         <C>            <C>
 $1,500,000    Pennsylvania State GOs, 5% due 3/1/2017..................................      Aa3/AA-     $1,528,725
  1,000,000    Pennsylvania State Turnpike Commission Rev., 6% due 12/1/2017............      Aaa/AAA      1,086,550
  1,300,000    Philadelphia, PA Airport Rev., 6.10% due 6/15/2025*......................      Aaa/AAA      1,427,348
  1,000,000    Philadelphia, PA Parking Authority Airport Parking Rev.,
                  5 1/2% due 9/1/2018...................................................      Aaa/AAA      1,062,050
    450,000    Philadelphia Redevelopment Authority, PA (Home Mortgage Rev.),
                  9% due 6/1/2017.......................................................        NR/AA        495,013
  1,500,000    Pittsburgh, PA Water & Sewer Authority Rev., 5.65% due 9/1/2025..........      Aaa/AAA      1,656,840
                                                                                                         -----------
TOTAL MUNICIPAL BONDS (Cost $26,562,226)-- 95.7%.......................................................   28,893,608

VARIABLE RATE DEMAND NOTES (Cost $900,000)-- 3.0%......................................................      900,000

OTHER ASSETS LESS LIABILITIES-- 1.3%...................................................................      394,906
                                                                                                         -----------
NET ASSETS-- 100.0%....................................................................................  $30,188,514
                                                                                                         ===========
</TABLE>
- ------------------
+ Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject to the federal
  alternative minimum tax.
See Notes to Financial Statements.

                                       7
<PAGE>

Statement Of Assets And Liabilities
September 30, 1998

<TABLE>
<S>                                                                       <C>                           <C>
ASSETS:
Investments, at value:
   Long-term holdings (Cost $26,562,226)...............................   $28,893,608
                                                                          -----------
   Short-term holdings (Cost $900,000).................................       900,000               $29,793,608
                                                                                                    -----------
Cash.................................................................................                   122,019
Interest receivable..................................................................                   410,149
Receivable for Shares of Beneficial Interest sold....................................                    19,204
Expenses prepaid to shareholder service agent........................................                     5,895
Other................................................................................                     5,689
                                                                                                    -----------
Total Assets.........................................................................                30,356,564
                                                                                                    -----------
LIABILITIES:
Dividends payable ...................................................................                    45,106
Payable for Shares of Beneficial Interest repurchased................................                    23,755
Accrued expenses, taxes, and other...................................................                    99,189
                                                                                                    -----------
Total Liabilities....................................................................                   168,050
                                                                                                    -----------
Net Assets...........................................................................               $30,188,514
                                                                                                    ===========
COMPOSITION OF NET ASSETS:

Shares of Beneficial Interest, at par ($.001 par value; unlimited shares
   authorized; 3,665,644 shares outstanding):
   Class A ..........................................................................               $     3,592
   Class D ..........................................................................                        74
Additional paid-in capital ..........................................................                27,314,374
Undistributed net realized gain .....................................................                   539,092
Net unrealized appreciation of investments ..........................................                 2,331,382
                                                                                                    -----------
Net Assets...........................................................................               $30,188,514
                                                                                                    ===========
NET ASSET VALUE PER SHARE:

Class A ($29,581,946 / 3,591,922 shares).............................................                     $8.24
                                                                                                          =====
Class D ($606,568 / 73,722 shares)...................................................                     $8.23
                                                                                                          =====
</TABLE>

- ------------------
See Notes to Financial Statements.

                                      8
<PAGE>

Statement Of Operations
For the Year Ended September 30, 1998

<TABLE>
<S>                                                                             <C>                 <C>
INVESTMENT INCOME:
Interest ...............................................................................             $1,687,637

EXPENSES:
Management fee................................................................  $152,373
Distribution and service fees ................................................    71,918
Shareholder account services .................................................    54,772
Auditing and legal fees ......................................................    46,803
Shareholder reports and communications .......................................    21,750
Registration .................................................................    15,114
Custody and related services .................................................     4,630
Trustees' fees and expenses ..................................................     1,384
Miscellaneous ................................................................     2,553
                                                                                --------
Total Expenses .........................................................................                371,297
                                                                                                     ----------
Net Investment Income ..................................................................              1,316,340

NET REALIZED AND UNREALIZED
   GAIN ON INVESTMENTS:
Net realized gain on investments .............................................   544,834
Net change in unrealized appreciation of investments..........................   806,321
                                                                                --------
Net Gain on Investments.................................................................              1,351,155
                                                                                                     ----------
Increase in Net Assets from Operations .................................................             $2,667,495
                                                                                                     ==========
</TABLE>
- ------------------
See Notes to Financial Statements.

                                       9
<PAGE>

Statements Of Changes In Net Assets

<TABLE>
<CAPTION>


                                                                                          YEAR ENDED SEPTEMBER 30,
                                                                                     ---------------------------------
                                                                                          1998                1997
                                                                                     ------------         ------------
<S>                                                                                   <C>                   <C>
OPERATIONS:
Net investment income........................................................         $ 1,316,340         $1,430,840
Net realized gain on investments.............................................             544,834            311,880
Net change in unrealized appreciation of investments.........................             806,321            619,185
                                                                                       ----------         ----------
Increase in Net Assets from Operations.......................................           2,667,495          2,361,905
                                                                                       ----------         ----------
DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
   Class A...................................................................          (1,288,647)        (1,399,949)
   Class D...................................................................             (27,693)           (30,891)
Net realized gain on investments:
   Class A...................................................................            (305,259)          (378,660)
   Class D...................................................................              (8,304)            (10,749)
                                                                                       ----------          ----------
Decrease in Net Assets from Distributions....................................          (1,629,903)         (1,820,249)
                                                                                       ----------          ----------
</TABLE>

<TABLE>
<CAPTION>
                                                            SHARES
                                              -------------------------------
                                                   YEAR ENDED SEPTEMBER 30,
                                              -------------------------------
<S>                                               <C>                 <C>              <C>                 <C>
                                                    1998               1997
                                                  --------            ------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST:
Net proceeds from sale of shares:
   Class A....................................      79,757            144,416             640,708        1,125,297
   Class D....................................      13,895              9,028             112,854           70,043
Shares issued in payment of dividends:
   Class A....................................      83,374             91,536             669,895          715,104
   Class D....................................       2,463              2,977              19,744           23,276
Exchanged from associated Funds:
   Class A....................................      26,798             54,868             216,297          427,336
   Class D....................................         629              3,180               5,046           24,302
Shares issued in payment of gain distributions:
   Class A....................................      26,265             33,111             207,232          258,269
   Class D....................................       1,015                698               8,002            5,445
                                                  --------           --------         -----------      -----------
Total ........................................     234,196            339,814           1,879,778        2,649,072
                                                  --------           --------         -----------      -----------
Cost of shares repurchased:
   Class A ...................................    (346,731)          (502,058)         (2,789,014)      (3,917,233)
   Class D ...................................     (44,446)           (25,434)           (358,480)        (197,052)
Exchanged into associated Funds:
   Class A ...................................     (59,074)           (23,491)           (469,552)        (183,635)
   Class D ...................................      (2,476)                --             (19,989)              --
                                                  --------           --------         -----------      -----------
Total ........................................    (452,727)          (550,983)         (3,637,035)      (4,297,920)
                                                  --------           --------         -----------      -----------
Decrease in Net Assets from Transactions
   in Shares of Beneficial Interest...........    (218,531)          (211,169)         (1,757,257)      (1,648,848)
                                                  ========           ========         -----------      -----------
Decrease in Net Assets.......................................................            (719,665)      (1,107,192)

NET ASSETS:
Beginning of year............................................................          30,908,179       32,015,371
                                                                                      -----------      -----------
End of Year .................................................................         $30,188,514      $30,908,179
                                                                                      ===========      ===========
</TABLE>
- ------------------
See Notes to Financial Statements.

                                       10
<PAGE>

Notes To Financial Statement

     1. Multiple Classes of Shares -- Seligman Pennsylvania Municipal Fund (the
"Fund") offers two classes of shares. Class A shares are sold with an initial
sales charge of up to 4.75% and a continuing service fee of up to 0.25% on an
annual basis. Class A shares purchased in an amount of $1,000,000 or more are
sold without an initial sales charge but are subject to a contingent deferred
sales charge ("CDSC") of 1% on redemptions within 18 months of purchase. Class D
shares are sold without an initial sales charge but are subject to a
distribution fee of up to 0.75% and a service fee of up to 0.25% on an annual
basis, and a CDSC of 1% imposed on redemptions made within one year of purchase.
The two classes of shares represent interests in the same portfolio of
investments, have the same rights, and are generally identical in all respects
except that each class bears its separate distribution and certain other class
expenses, and has exclusive voting rights with respect to any matter on which a
separate vote of any class is required.

     2. Significant Accounting Policies -- The financial statements have been
prepared in conformity with generally accepted accounting principles which
require management to make certain estimates and assumptions at the date of the
financial statements. The following summarizes the significant accounting
policies of the Fund:

   a. Security Valuation -- All municipal securities and other short-term
      holding s maturing in more than 60 days are valued based upon quotations
      provided by an independent pricing service or, in their absence, at fair
      value determined in accordance with procedures adopted by the Trustees.
      Short-term holdings maturing in 60 days or less are generally valued at
      amortized cost.

   b. Federal Taxes -- There is no provision for federal income tax. The Fund
      has elected to be taxed as a regulated investment company and intends to
      distribute substantially all taxable net income and net gain realized.

   c. Security Transactions and Related Investment Income -- Investment
      transactions are recorded on trade dates. Identified cost of investments
      sold is used for both financial statement and federal income tax purposes.
      Interest income is recorded on the accrual basis. The Fund amortizes
      original issue discounts and premiums paid on purchases of portfolio
      securities. Discounts other than original issue discounts are not
      amortized.

   d. Multiple Class Allocations -- All income, expenses (other than
      class-specific expenses), and realized and unrealized gains or losses are
      allocated daily to each class of shares based upon the relative value of
      the shares of each class. Class-specific expenses, which include
      distribution and service fees and any other items that are specifically
      attributable to a particular class, are charged directly to such class.
      For the year ended September 30, 1998, distribution and service fees were
      the only class-specific expenses.

   e. Distributions to Shareholders -- Dividends are declared daily and paid
      monthly. Other distributions paid by the Fund are recorded on the
      ex-dividend date. The treatment for financial statement purposes of
      distributions made to shareholders during the year from net investment
      income or net realized gains may differ from their ultimate treatment for
      federal income tax purposes. These differences are caused primarily by
      differences in the timing of the recognition of certain components of
      income, expense, or realized capital gain for federal income tax purposes.
      Where such differences are permanent in nature, they are reclassified in
      the components of net assets based on their ultimate characterization for
      federal income tax purposes. Any such reclassifications will have no
      effect on net assets, results of operations or net asset value per share
      of the Fund.

     3. Purchases and Sales of Securities -- Purchases and sales of portfolio
securities, excluding short-term investments, for the year ended September 30,
1998, amounted to $3,879,305 and $5,783,557, respectively.

     At September 30, 1998, the cost of investments for federal income tax
purposes was substantially the same as the cost for financial reporting
purposes, and the tax basis gross unrealized appreciation of investments
amounted to $2,331,382.

     4. Management Fee, Distribution Services, and Other Transactions -- J. & W.
Seligman & Co. Incorporated (the "Manager") manages the affairs of the Fund and
provides the necessary personnel and facilities. Compensation of all officers of
the Fund, all trustees of

                                       11
<PAGE>

Notes To Financial Statements

the Fund who are employees or consultants of the Manager, and all personnel of
the Fund and the Manager is paid by the Manager. The Manager's fee, calculated
daily and payable monthly, is equal to 0.50% per annum of the Fund's average
daily net assets.

     Seligman Advisors, Inc. (the "Distributor") (formerly Seligman Financial
Services, Inc.), agent for the distribution of the Fund's shares and an
affiliate of the Manager, received concessions of $2,928 for sales of Class A
shares, after commissions of $21,911 paid to dealers.

     The Fund has an Administration, Shareholder Services and Distribution Plan
(the "Plan") with respect to distribution of its shares. Under the Plan, with
respect to Class A shares, service organizations can enter into agreements with
the Distributor and receive a continuing fee of up to 0.25% on an annual basis,
payable quarterly, of the average daily net assets of the Class A shares
attributable to the particular service organizations for providing personal
services and/or the maintenance of shareholder accounts. The Distributor charges
such fees to the Fund pursuant to the Plan. For the year ended September 30,
1998, fees incurred aggregated $64,160, or 0.22% per annum of the average daily
net assets of Class A shares.

     Under the Plan, with respect to Class D shares, service organizations can
enter into agreements with the Distributor and receive a continuing fee for
providing personal services and/or the maintenance of shareholder accounts of up
to 0.25% on an annual basis of the average daily net assets of the Class D
shares for which the organizations are responsible; and fees for providing other
distribution assistance of up to 0.75% on an annual basis of such average daily
net assets. Such fees are paid monthly by the Fund to the Distributor pursuant
to the Plan. For the year ended September 30, 1998, fees incurred under the Plan
amounted to $7,758, or 1% per annum of the average daily net assets of Class D
shares.

     The Distributor is entitled to retain any CDSC imposed on redemptions of
Class D shares occurring within one year of purchase and on certain redemptions
of Class A shares occurring within 18 months of purchase. For the year ended
September 30, 1998, there were no such charges.

     Seligman Services, Inc., an affiliate of the Manager, is eligible to
receive commissions from certain sales of shares of the Fund, as well as
distribution and service fees pursuant to the Plan. For the year ended September
30, 1998, Seligman Services, Inc. received commissions of $626 from the sale of
shares of the Fund. Seligman Services, Inc. also received distribution and
service fees of $3,759, pursuant to the Plan.

     Seligman Data Corp., which is owned by certain associated investment
companies, charged at cost $54,772 for shareholder account services.

     Certain officers and trustees of the Fund are officers or directors of the
Manager, the Distributor, Seligman Services, Inc., and/or Seligman Data Corp.

     The Fund has a compensation arrangement under which trustees who receive
fees may elect to defer receiving such fees. Trustees may elect to have their
deferred fees accrue interest or earn a return based on the performance of the
Fund or other funds in the Seligman Group of Investment Companies. The cost of
such fees and earnings accrued thereon is included in trustees' fees and
expenses, and the accumulated balance thereof at September 30, 1998, of $41,436
is included in other liabilities. Deferred fees and related accrued earnings are
not deductible for federal income tax purposes until such amounts are paid.

     5. Committed Line of Credit -- Effective July 1, 1998, the Fund entered
into a joint $800 million committed line of credit that is shared by
substantially all funds in the Seligman Group of Investment Companies. The
Fund's borrowings are limited to 10% of its net assets. Borrowings pursuant to
the credit facility are subject to interest at a rate equal to the overnight
federal funds rate plus 0.50% on an overnight basis. The Fund incurs a
commitment fee of 0.08% per annum on its share of the unused portion of the
credit facility. The credit facility may be drawn upon only for temporary
purposes and is subject to certain other customary restrictions. The credit
facility commitment expires one year from the date of the agreement but is
renewable with the consent of the participating banks. To date, the Fund has not
borrowed from the credit facility.

                                       12
<PAGE>

Financial Highlights

     The Fund's financial highlights are presented below. "Per share operating
performance" data is designed to allow investors to trace the operating
performance of each Class, on a per share basis, from the beginning net asset
value to the ending net asset value, so that investors can understand what
effect the individual items have on their investment, assuming it was held
throughout the period. Generally, per share amounts are derived by converting
the actual dollar amounts incurred for each item, as disclosed in the financial
statements, to their equivalent per share amounts, based on average shares
outstanding.

   "Total return based on net asset value" measures each Class's performance
assuming that investors purchased Fund shares at net asset value as of the
beginning of the period, invested dividends and capital gains paid at net asset
value, and then sold their shares at the net asset value on the last day of the
period. The total return computations do not reflect any sales charges investors
may incur in purchasing or selling shares of the Fund. Total returns for periods
of less than one year are not annualized.

<TABLE>
<CAPTION>
                                                                                      CLASS A
                                                                ---------------------------------------------------
                                                                             YEAR ENDED SEPTEMBER 30,
                                                                ---------------------------------------------------
                                                                 1998         1997      1996       1995       1994
                                                                -------      -------   -------    -------   -------
<S>                                                            <C>          <C>       <C>         <C>       <C>
PER SHARE OPERATING PERFORMANCE:
Net Asset Value, Beginning of Year.......................        $7.96       $7.82      $7.79      $7.55     $8.61
                                                                 -----       -----      -----      -----     -----
Net investment income ...................................         0.35        0.36       0.38       0.38      0.39
Net realized and unrealized investment gain (loss).......         0.36        0.24       0.12       0.37     (0.80)
                                                                 -----       -----      -----      -----     -----
Increase (Decrease) from Investment Operations ..........         0.71        0.60       0.50       0.75     (0.41)
Dividends paid or declared...............................       (0.35)      (0.36)     (0.38)     (0.38)     (0.39)
Distributions from net gain realized.....................       (0.08)      (0.10)     (0.09)     (0.13)     (0.26)
                                                                 -----       -----      -----      -----     -----
Net Increase (Decrease) in Net Asset Value...............         0.28        0.14       0.03       0.24     (1.06)
                                                                 -----       -----      -----      -----     -----
Net Asset Value, End of Year ............................        $8.24       $7.96      $7.82      $7.79     $7.55
                                                                 =====       =====      =====      =====     =====

TOTAL RETURN BASED ON NET ASSET VALUE:                           9.20%       7.89%      6.57%     10.55%     (5.00)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets ..........................        1.19%       1.19%      1.11%      1.21%      1.16%
Net investment income to average net assets..............        4.34%       4.60%      4.82%      5.05%      4.91%
Portfolio turnover.......................................       13.05%      32.99%      4.56%     11.78%      7.71%
Net Assets, End of Year (000s omitted)...................      $29,582     $30,092    $31,139    $33,251    $34,943
</TABLE>

- ------------------
See footnotes on page 14.
                                       13
<PAGE>

Financial Highlights

<TABLE>
<CAPTION>
                                                                                  Class D
                                                                  -------------------------------------------
                                                                      YEAR ENDED SEPTEMBER 30,      2/1/94*
                                                                  ---------------------------------    TO
                                                                    1998    1997    1996    1995    9/30/94
                                                                    ------- ------- ------  ------  -------
<S>                                                                 <C>      <C>      <C>    <C>    <C>
PER SHARE OPERATING PERFORMANCE:
Net Asset Value, Beginning of Period ...........................      $7.95   $7.81   $7.78   $7.54   $8.37
                                                                      -----   -----   -----   -----   -----
Net investment income...........................................       0.29    0.30    0.32    0.31    0.22
Net realized and unrealized investment gain (loss)..............       0.36    0.24    0.12    0.37   (0.83)
                                                                      -----   -----   -----   -----   -----
Increase (Decrease) from Investment Operations..................       0.65    0.54    0.44    0.68   (0.61)
Dividends paid or declared .....................................      (0.29)  (0.30)  (0.32)  (0.31)  (0.22)
Distributions from net gain realized ...........................      (0.08)  (0.10)  (0.09)  (0.13)
                                                                      -----   -----   -----   -----   -----
Net Increase (Decrease) in Net Asset Value .....................       0.28    0.14    0.03    0.24   (0.83)
                                                                      -----   -----   -----   -----   -----
Net Asset Value, End of Period..................................      $8.23   $7.95   $7.81   $7.78   $7.54
                                                                      =====   =====   =====   =====   =====
TOTAL RETURN BASED ON NET ASSET VALUE:                                 8.36%   7.07%   5.76%   9.53%  (7.50)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets..................................       1.97%   1.96%   1.88%   2.23%   2.00%
Net investment income to average net assets.....................       3.56%   3.83%   4.05%   4.10%   4.20%
Portfolio turnover .............................................      13.05%  32.99%   4.56%  11.78%   7.71%
Net Assets, End of Period (000s omitted)........................       $607    $816    $876    $426     $43
</TABLE>

- ------------------
 *  Commencement of offering of Class D shares.
 +  Annualized.
++  For the year ended September 30, 1994.
See notes to financial statements.
                                       14
<PAGE>

Report Of Independent Auditors

The Trustees and Shareholders, Seligman Pennsylvania Municipal Fund:

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Seligman Pennsylvania Municipal Fund as of
September 30, 1998, the related statements of operations for the year then ended
and of changes in net assets for each of the years in the two-year period then
ended, and the financial highlights for each of the periods presented. These
financial statements and financial highlights are the responsibility of the
Fund\rquote s management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
September 30, 1998 by correspondence with the Fund\rquote s custodian. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide\line a reasonable basis for our
opinion.\par\pard\s1\sl-260\ql\sa100\tx360

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Seligman
Pennsylvania Municipal Fund as of September 30, 1998, the results of its
operations, the changes in\line its net assets, and the financial highlights for
the respective stated periods, in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE
New York, New York
October 30, 1998

                                       15
<PAGE>

Trustees

John R. Galvin 2, 4
Dean, Fletcher School of Law and Diplomacy
   at Tufts University
Director, Raytheon Company

Alice S. Ilchman 3, 4
Trustee, Committee for Economic Development
Chairman, The Rockefeller Foundation

Frank A. McPherson 2, 4
Director, Kimberly-Clark Corporation
Director, Baptist Medical Center

John E. Merow 2, 4
Retired Chairman and Senior Partner,
Sullivan & Cromwell, Law Firm
Director, Commonwealth Industries, Inc.
Director, New York Presbyterian Hospital

Betsy S. Michel 2, 4
Trustee, The Geraldine R. Dodge Foundation
Chairman of the Board of Trustees, St. George's School

William C. Morris 1
Chairman
Chairman of the Board, J. & W. Seligman & Co.
Incorporated
Chairman, Carbo Ceramics Inc.
Director, Kerr-McGee Corporation

James C. Pitney 3, 4
Retired Partner, Pitney, Hardin, Kipp & Szuch,
Law Firm

James Q. Riordan 3, 4
Director, KeySpan Energy Corporation
Trustee, Committee for Economic Development
Director, Public Broadcasting Service

Richard R. Schmaltz 1
Managing Director, Director of Investments,
J. & W. Seligman & Co. Incorporated
Trustee Emeritus, Colby College

Robert L. Shafer 3, 4
Retired Vice President, Pfizer Inc.

James N. Whitson 2, 4
Director and Consultant, Sammons Enterprises, Inc.
Director, CommScope, Inc.
Director, C-SPAN

Brian T. Zino 1
President
President, J. & W. Seligman & Co. Incorporated
Chairman, Seligman Data Corp.
Director, ICI Mutual Insurance Company

Trustee Emeritus
Fred E. Brown
Director and Consultant, J. & W. Seligman & Co.
Incorporated

- ----------------
Member:  1 Executive Committee
         2 Audit Committee
         3 Trustee Nominating Committee
         4 Board Operations Committee

                                       16

<PAGE>

Executive Officers

William C. Morris
Chairman

Brian T. Zino
President

Thomas G. Moles
Vice President

Lawrence P. Vogel
Vice President

Thomas G. Rose
Treasurer

Frank J. Nasta
Secretary


For more Information

Manager
J. & W. Seligman & Co. Incorporated
100 Park Avenue
New York, NY 10017

General Counsel
Sullivan & Cromwell

Independent Auditors
Deloitte & Touche LLP

General Distributor
Seligman Advisors, Inc.
100 Park Avenue
New York, NY 10017

Shareholder Service Agent
Seligman Data Corp.
100 Park Avenue
New York, NY 10017

Important Telephone Numbers

(800) 221-2450     Shareholder
                   Services
(212) 682-7600     Outside the
                   United States
(800) 622-4597     24-Hour
                   Automated
                   Telephone
                   Access Service

                                       17
<PAGE>

Glossary Of Financial Terms

Capital Gain Distribution -- A payment to mutual fund shareholders of profits
realized on the sale of securities in the fund's portfolio. For tax purposes,
these profits may be taxed at different rates, primarily depending upon the
length of time the securities were owned by the fund.

Capital Appreciation/Depreciation -- An increase or decrease in the market value
of a mutual fund's portfolio securities, which is reflected in the net asset
value of the fund's shares. Capital appreciation/depreciation of an individual
security is in relation to the original purchase price.

Compounding -- The change in the value of an investment as shareholders receive
earnings on their investment's earnings. For example, if $1,000 is invested at a
fixed rate of 7% a year, the initial investment is worth $1,070 after one year.
If the return is compounded, second year earnings will not be based on the
original $1,000, but on the $1,070, which includes the first year's earnings.

Contingent Deferred Sales Charge (CDSC) -- Depending on the class of shares
owned, a fee charged by a mutual fund when shares are sold back to the fund (the
CDSC expires after a fixed time period).

Dividend -- A payment by a mutual fund, usually derived from the fund's net
investment income (dividends and interest less expenses).

Dividend Yield -- A measurement of a fund's dividend as a percentage of the
maximum offering price.

Expense Ratio -- The cost of doing business for a mutual fund, expressed as a
percent of the fund's net assets.

Investment Objective -- The shared investment goal of a fund and its
shareholders.

Management Fee -- The amount paid by a mutual fund to its investment advisor(s).

Multiple Classes of Shares -- Although an individual mutual fund invests in only
one portfolio of securities, it may offer investors several purchase options
which are "classes" of shares. Multiple classes permit shareholders to choose
the fee structure that best meets their needs and goals. Generally, each class
will differ in terms of how and when sales charges and certain fees are
assessed.

National Association of Securities Dealers, Inc. (NASD) -- A self-regulatory
body with authority over firms that distribute mutual funds.

Net Asset Value (NAV) Per Share -- The market worth of one fund share, obtained
by adding a mutual fund's total assets (securities, cash, and any accrued
earnings), subtracting liabilities, and dividing the resulting net assets by the
number of shares outstanding.

Offering Price (OP) -- The price at which a mutual fund's share can be
purchased. The offering price per share is the current net asset value plus any
sales charge.

Portfolio Turnover -- A measure of the trading activity in a mutual fund's
investment portfolio that reflects how often securities are bought and sold.

Prospectus -- The legal document describing a mutual fund to all prospective
shareholders. It contains information required by the Securities and Exchange
Commission (SEC), such as a fund's investment objective and policies, services,
investment restrictions, officers and directors, how shares are bought and
redeemed, fund fees and other charges, and the fund's financial statements.

SEC Yield -- SEC Yield refers to the net income earned by a fund during a recent
30-day period. This income is annualized and then divided by the maximum
offering price per share on the last day of the 30-day period. The SEC Yield
formula reflects semiannual compounding.

Securities and Exchange Commission -- The primary US federal agency that
regulates the registration and distribution of mutual fund shares.

Statement of Additional Information -- A document that contains updated or more
detailed information about an investment company and that supplements the
prospectus. It is available at no charge upon request.

Total Return -- A measure of a fund's performance encompassing all elements of
return. Reflects the change in share price over a given period and assumes all
distributions are taken in additional fund shares. The Average Annual Total
Return represents the average annual compounded rate of return for the periods
presented.

Yield on Securities -- For bonds, the current yield is the coupon rate of
interest, divided by the purchase price. For stocks, the yield is measured by
dividing dividends paid by the market price of the stock.

- -----------------
Adapted from the Investment Company Institute's 1998 Mutual Fund Fact Book.


                                       18
<PAGE>

                             SELIGMAN ADVISORS, INC.
                                 an affiliate of

                                      [LOGO]


                             J. & W. SELIGMAN & CO.
                                  INCORPORATED
                                ESTABLISHED 1864

This report is intended only for the information of shareholders or those who
have received the offering prospectus covering shares of Beneficial Interest of
Seligman Pennsylvania Municipal Fund, which contains information about the sales
charges, management fee, and other costs. Please read the prospectus carefully
before investing or sending money.

                                                                    TEDPA2 9/98


                                    SELIGMAN

                                  Pennsylvania
                                 Municipal Fund

                                  Annual Report
                               September 30, 1998

                                Providing Income
                              Exempt From Regular
                                  Income Tax
<PAGE>

                                                                FILE NO. 33-5793
                                                                        811-4666

PART C.  OTHER INFORMATION

Item 23. EXHIBITS
- --------
   
         All  Exhibits  have  been  previously  filed  and are  incorporated  by
reference herein, except Exhibits marked with an (*) which are filed herewith.
    

(a)      Form of  Amended  and  Restated  Declaration  of Trust  of  Registrant.
         (Incorporated by reference to Registrant's Post-Effective Amendment No.
         15, filed on January 29, 1997.)

(b)      Amended and Restated Bylaws of Registrant.  (Incorporated  by reference
         to Registrant's  Post-Effective  Amendment No. 15, filed on January 29,
         1997.)

(c)      Copy of Specimen of Stock Certificate for Class D Shares. (Incorporated
         by reference to Registrant's  Post-Effective  Amendment No. 12 filed on
         January 31, 1994.)

(d)      Copy of Management  Agreement between each Series of the Registrant and
         J. & W.  Seligman & Co.  Incorporated.  (Incorporated  by  reference to
         Registrant's  Post-Effective  Amendment  No. 15,  filed on January  29,
         1997.)

   
(e)      Distributing  Agreement between Registrant and Seligman Advisors,  Inc.
         (formerly, Seligman Financial Services, Inc. (Incorporated by reference
         to Registrant's  Post-Effective  Amendment No. 15, filed on January 29,
         1997.)

(e)(1)   Sales Agreement between Dealers and Seligman Advisors,  Inc. (formerly,
         Seligman  Financial  Services,  Inc.)  (Incorporated  by  reference  to
         Registrant's  Post-Effective  Amendment  No. 15,  filed on January  29,
         1997.)
    

(f)      Matched  Accumulation  Plan  of J. & W.  Seligman  & Co.  Incorporated.
         (Incorporated by reference to Registrant's Post-Effective Amendment No.
         15, filed on January 29, 1997.)

   
(f)(1)   *Deferred  Compensation  Plan for  Directors  of Seligman  Pennsylvania
         Municipal Fund Series.
    

(g)      Custodian  Agreement between  Registrant and Investors  Fiduciary Trust
         Company.  (Incorporated  by  reference to  Registrant's  Post-Effective
         Amendment No. 15, filed on January 29, 1997.)

(h)      Not applicable.

(i)      Opinion  and  Consent  of  Counsel.   (Incorporated   by  reference  to
         Registrant's  Post-Effective  Amendment  No. 15,  filed on January  29,
         1997.)

   
(j)      *Consent of Independent Auditors.

(j)(1)   *Consent of Pennsylvania Counsel.
    

(k)      Not applicable.

(l)      Purchase   Agreement   for   Initial   Capital   for  Class  D  shares.
         (Incorporated by reference to Registrant's Post-Effective Amendment No.
         15, filed on January 29, 1997.)

(m)      Amended Administration,  Shareholder Services and Distribution Plan and
         form of related Agreement of Registrant.  (Incorporated by reference to
         Registrant's  Post-Effective  Amendment  No. 15,  filed on January  29,
         1997.)

   
(n)      *Financial  Data Schedules  meeting the  requirements of Rule 483 under
         the Securities Act of 1933.
    

(o)      Copy of  Multiclass  Plan entered into by  Registrant  pursuant to Rule
         18f-3  under  the  Investment  Company  Act of 1940.  (Incorporated  by
         reference to  Registrant's  Post-Effective  Amendment  No. 15, filed on
         January 29, 1997.)

Other Exhibits:   Powers of Attorney. (Incorporated by reference to Registrant's
                  Post-Effective Amendment No. 16, filed on January 27, 1998.)

<PAGE>

                                                                FILE NO. 33-5793
                                                                        811-4666
PART C.  OTHER INFORMATION (CONTINUED)

Item 24.   PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT - None.
- --------

Item 25.   Indemnification
- --------

           Reference  is made to the  provisions  of  Article V of  Registrant's
           Amended and Restated  Declaration of Trust 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. 15 to
           the Registration Statement.

           Insofar as indemnification for liability arising under the Securities
           Act of 1933 may be permitted to  trustees,  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
           trustee,  officer  or  controlling  person of the  registrant  in the
           successful defense of any action,  suit or proceeding) is asserted by
           such trustee,  officer or controlling  person in connection  with the
           securities  being  registered,  the  registrant  will,  unless in the
           opinion of its  counsel  the matter has been  settled by  controlling
           precedent, submit to a court of appropriate jurisdiction the question
           whether  such  indemnification  by it is  against  public  policy  as
           expressed  in the Act and will be governed by the final  adjudication
           of such issue.

Item 26.   BUSINESS  AND  OTHER  CONNECTIONS  OF  INVESTMENT  ADVISER  - J. & W.
- --------   Seligman & Co. Incorporated,  a Delaware corporation ("Manager"),  is
           the  Registrant's  investment  manager.  The  Manager  also serves as
           investment manager to seventeen associated investment companies. They
           are Seligman Capital Fund, Inc., Seligman Cash Management Fund, Inc.,
           Seligman  Common  Stock  Fund,  Inc.,  Seligman   Communications  and
           Information Fund, Inc., Seligman Frontier Fund, Inc., Seligman Growth
           Fund, Inc.,  Seligman  Henderson Global Fund Series,  Inc.,  Seligman
           High  Income  Fund  Series,  Seligman  Income  Fund,  Inc.,  Seligman
           Municipal  Fund  Series,   Inc.,  Seligman  Municipal  Series  Trust,
           Seligman New Jersey Municipal Fund, Inc., Seligman Portfolios,  Inc.,
           Seligman  Quality  Municipal Fund,  Inc.,  Seligman Select  Municipal
           Fund,  Inc.,  Seligman  Value Fund Series,  Inc. and  Tri-Continental
           Corporation.

           The  Manager  has  an  investment  advisory  service  division  which
           provides investment management or advice to private clients. The list
           required by this Item 28 of officers  and  directors  of the Manager,
           together  with  information  as to any  other  business,  profession,
           vocation or  employment of a  substantial  nature  engaged in by such
           officers and directors  during the past two years, is incorporated by
           reference  to  Schedules  A and D or Form ADV,  filed by the  Manager
           pursuant  to the  Investment  Advisers  Act of  1940  (SEC  File  No.
           801-15798) on March 25, 1998.

Item 27.   PRINCIPAL UNDERWRITERS
- --------   (a)     The  names  of  each  investment   company  (other  than  the
                   Registrant)  for which each principal  underwriter  currently
                   distributing  securities  of the  Registrant  also  acts as a
                   principal underwriter, depositor or investment adviser are:

                   Seligman Capital Fund, Inc.
                   Seligman Cash Management Fund, Inc.
                   Seligman Common Stock Fund, Inc.
                   Seligman Communications and Information Fund, Inc.
                   Seligman Frontier Fund, Inc.
                   Seligman Growth Fund, Inc.
                   Seligman Henderson Global Fund Series, Inc.
                   Seligman High Income Fund Series
                   Seligman Income Fund, Inc.
                   Seligman Municipal Fund Series, Inc.
                   Seligman Municipal Series Trust.
                   Seligman New Jersey Municipal Fund, Inc.
                   Seligman Portfolios, Inc.
                   Seligman Value Fund Series, Inc.

<PAGE>

                                                                FILE NO. 33-5793
                                                                        811-4666

PART C.  OTHER INFORMATION  (CONTINUED)

         (b)       Name of each  trustee,  officer or partner of each  principal
                   underwriter named in response to Item 21:
<TABLE>
<CAPTION>

   
                                           Seligman Advisors, Inc.
                                           As of December 31, 1998 
                                           ----------------------- 
<S>              <C>                                         <C>                                             <C>
                 (1)                                         (2)                                             (3)
         Name and Principal                            Positions and Offices                       Positions and Offices
          Business Address                             with Underwriter                            with Registrant
          ----------------                             ----------------                            ---------------

         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
         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
    
</TABLE>

<PAGE>

                                                                FILE NO. 33-5793
                                                                        811-4666
<TABLE>
<CAPTION>

   
PART C.  OTHER INFORMATION (CONTINUED)
                                           Seligman Advisors, Inc.
                                           As of December 31, 1998
                                           -----------------------
<S>              <C>                                         <C>                                             <C>
                 (1)                                         (2)                                             (3)
         Name and Principal                            Positions and Offices                       Positions and Offices
         Business Address                              with Underwriter                            with Registrant
         ----------------                              ----------------                            ---------------
         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
         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
    
</TABLE>

<PAGE>

                                                                FILE NO. 33-5793
                                                                        811-4666

PART C.  OTHER INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
   
                                           Seligman Advisors, Inc.
                                           As of December 31, 1998
                                           -----------------------
<S>              <C>                                         <C>                                             <C>
                 (1)                                         (2)                                             (3)
         Name and Principal                            Positions and Offices                       Positions and Offices
         Business Address                              with Underwriter                            with Registrant
         ----------------                              ----------------                            ---------------
         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
         DAVID K. PETZKE                               Regional Vice President                     None
         2714 Winding Trail Place
         Boulder, CO  80304
         NICHOLAS ROBERTS                              Regional Vice President                     None
         200 Broad Street, Apt. 2225
         Stamford, CT  06901
         DIANE H. SNOWDEN                              Regional Vice President                     None
         11 Thackery Lane
         Cherry Hill, NJ  08003
         CRAIG PRICHARD                                Regional Vice President                     None
         300 Spyglass Drive
         Fairlawn, OH  44333
         STEVE WILSON                                  Regional Vice President                     None
         83 Kaydeross Park Road
         Saratoga Springs, NY  12866
         EUGENE P. SULLIVAN                            Regional Vice President                     None
         8 Charles Street, Apt. 603
         Baltimore, MD  21201
         KELLI A. WIRTH DUMSER                         Regional Vice President                     None
         8618 Hornwood Court
         Charlotte, NC  28215
         FRANK J. NASTA*                               Secretary                                   Secretary
         AURELIA LACSAMANA*                            Treasurer                                   None
         JEFFREY S. DEAN*                              Vice President, Business
                                                       Analyst                                     None
         SANDRA G. FLORIS*                             Assistant Vice President, Order Desk        None
         KEITH LANDRY*                                 Assistant Vice President, Order Desk        None
         GAIL S. CUSHING*                              Assistant Vice President, National          None
                                                       Accounts Manager
</TABLE>
    
<PAGE>

                                                                FILE NO. 33-5793
                                                                        811-4666

PART C.  OTHER INFORMATION (CONTINUED)
<TABLE>
<CAPTION>

   
                                           Seligman Advisors, Inc.
                                           As of December 31, 1998
                                           -----------------------
<S>              <C>                                         <C>                                             <C>
                 (1)                                         (2)                                             (3)
         Name and Principal                            Positions and Offices                       Positions and Offices
         Business Address                              with Underwriter                            with Registrant
         ----------------                              ----------------                            ---------------
         ALBERT A. PISANO*                             Assistant Vice President and                None
                                                       Compliance Officer
         JACK TALVY*                                   Assistant Vice President, Internal          None
                                                       Marketing Services Manager
         JOYCE PERESS*                                 Assistant Secretary                         Assistant
                                                                                                   Secretary
    
</TABLE>

* The principal  business  address of each of these directors and/or officers is
100 Park Avenue, New York, NY 10017.

           (c)  Not Applicable.

Item 28.   LOCATION OF ACCOUNTS AND RECORDS
- --------
           Custodian:    Investors Fiduciary Trust Company
                         801 Pennsylvania
                         Kansas City, Missouri  64105 and
                         Seligman Pennsylvania Municipal Fund Series
                         100 Park Avenue
                         New York, NY  10017

Item 29.   MANAGEMENT SERVICES - NOT APPLICABLE.
- --------

Item 30.   UNDERTAKINGS - The Registrant  undertakes:  (1) if requested to do so
- --------   by the holders of at least ten percent of its outstanding  shares, to
           call a meeting of  shareholders  for the  purpose of voting  upon the
           removal of a director or  directors  and to assist in  communications
           with  other   shareholders  as  required  by  Section  16(c)  of  the
           Investment  Company Act of 1940; and (2) to furnish to each person to
           whom a prospectus is  delivered,  a copy of the  Registrant's  latest
           annual report to shareholders, upon request and without charge.

<PAGE>

                                                                FILE NO. 33-5793
                                                                        811-4666


                                   SIGNATURES


         Pursuant to the  requirements  of the  Securities  Act of 1933, and the
Investment  Company Act of 1940, the  Registrant  certifies that it meets all of
the requirements for effectiveness of this Post-Effective  Amendment pursuant to
Rule  485(b)  under  the  Securities  Act of  1933  and  has  duly  caused  this
Post-Effective  Amendment No. 19 to its  Registration  Statement to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  in the City of New
York, State of New York, on the 28th day of January, 1999.

                         SELIGMAN PENNSYLVANIA MUNICIPAL FUND SERIES




                         By:  /s/ WILLIAM C. MORRIS 
                            ----------------------------------------------------
                                  William C. Morris, Chairman


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Post-Effective  Amendment No. 19 has been signed below by the following  persons
in the capacities indicated on January 28, 1999.

           Signature                                    Title
           ---------                                    -----

/s/ WILLIAM C. MORRIS                        Chairman of the Trustees (Principal
- ---------------------------------------      executive officer) and Trustee
    William C. Morris* 


/s/ BRIAN T. ZINO                            President and Trustee
- --------------------------------------
    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  )                   /s/ BRIAN T. ZINO                   
                                            ------------------------------------
Betsy S. Michel, Trustee                )   *By: Brian T. Zino, Attorney-in-fact
James C. Pitney, Trustee                )
James Q. Riordan, Trustee               )
Richard R. Schmaltz, Trustee            )
Robert L. Shafer, Trustee               )
James N. Whitson, Trustee               )

<PAGE>

                                                                FILE NO. 33-5793
                                                                        811-4666

   
                   SELIGMAN PENNSYLVANIA MUNICIPAL FUND SERIES
                     POST-EFFECTIVE AMENDMENT NO. 19 TO THE
                       REGISTRATION STATEMENT ON FORM N-1A
    


                                  EXHIBIT INDEX


         Form N-1A Item No.         Description
         ------------------         -----------

   
         23(f)(1)                   Deferred Compensation Plan for Directors

         23(j)                      Consent of Independent Auditors

         23(j)(1)                   Consent of Pennsylvania Counsel

         23(n)                      Financial Data Schedules
    


                    DEFERRED COMPENSATION PLAN FOR DIRECTORS

                                       OF

                   SELIGMAN PENNSYLVANIA MUNICIPAL FUND SERIES
                                    ("FUND")


1.      ELECTION TO DEFER PAYMENTS. Any member of the Board of Directors
(herein, a "Director") of the Fund may elect to have payment of that Director's
annual retainer or meeting fees or both for Board service deferred as provided
in this Plan. The election shall be made in writing prior to, and to take effect
from, the beginning of a calendar year. For any Director in the year in which
this Plan is adopted or for a person elected a director in other than the last
calendar month of a year, the election shall be made within 30 days after that
event and prior to, and to take effect from, the beginning of the calendar
quarter next ensuing after that event. Elections shall continue in effect until
terminated in writing, any such termination to take effect on the first day of
the calendar year beginning after receipt of the notice of termination. An
election shall be irrevocable as to payments deferred in conformity with that
election.

2.      DEFERRED PAYMENT ACCOUNT. Each deferred retainer or fee shall be
credited at the time when it otherwise would have been payable to an account to
be established in the name of the Director on the books of the Fund (the
"Deferred Payment Account") adjusted for notional investment experience as
hereinafter described.

3.      RETURN ON DEFERRED PAYMENT ACCOUNT BALANCE. (a) For purposes of
measuring the investment return on his Deferred Payment Account, the Director
may elect to have the aggregate amount of his deferred compensation (or a
specified portion thereof) receive a return (i) at a rate equal to the return
earned on three-month U.S. Treasury Bills at the beginning of each calendar
quarter (the "Treasury Bill Rate") and such interest shall be credited to the
account quarterly at the end of each calendar quarter, or (ii) at a rate of
return (positive or negative) equal to the rate of return on the shares of any
of the registered investment companies managed by J. & W. Seligman & Co.
Incorporated ("Seligman") or any other entity controlling, controlled by, or
under common control with (as such terms are defined in the Investment Company
Act of 1940) Seligman (each, a "Notional Fund"), assuming reinvestment of
dividends and distributions from the Notional Funds. (b) A Director may amend
his designation of investment return as of the end of each calendar quarter by
giving written notice to the President of the Fund at least 30 days prior to the
end of such calendar quarter. A timely change to a Director's designation of
investment return shall become effective on the first day of the calendar
quarter following receipt by the President of the Fund (the "President").

4.      NOTIONAL INVESTMENT EXPERIENCE. Amounts credited to a Deferred Payment
Account shall be periodically adjusted for notional investment experience. In
each case such notional investment experience shall be determined by treating
the Deferred

<PAGE>


Payment Account as though an equivalent dollar amount had been invested and
reinvested in one or more of the Notional Funds. The Notional Funds used as a
basis for determining notional investment experience with respect to any
Director's Deferred Payment Account shall be designated by the Director in
writing by instrument of election substantially in the form attached hereto as
Exhibit C and may be changed prospectively by similar written election effective
as of the first day of any calendar quarter. The President may from time to time
limit the Notional Funds available for purposes of such election. If at any time
any Notional Fund that has previously been designated by a Director as a
notional investment shall cease to exist or shall be unavailable for any reason,
or if the Director fails to designate one or more Notional Funds pursuant to
this Section 4, the President may, at his discretion and upon notice to the
Director, treat any amounts notionally invested in such Notional Fund (whether
representing past amounts credited to a Director's Deferred Payment Account or
subsequent fee deferrals or both) as having been invested at the Treasury Bill
Rate, only until such time as the Director shall have made another investment
election in accordance with the foregoing procedures. Deferred Payment Accounts
shall continue to be adjusted for notional investment experience until
distributed in full in accordance with the distribution method elected by the
Director pursuant to Section 5 hereof.

5.      PAYMENT OF DEFERRED AMOUNTS. All amounts credited to an account
pursuant to any election by the Director made as provided in Section 1 hereof
shall be paid to the Director

         (a)      in, or beginning in, the calendar year following the calendar
                  year in which the Director ceases to be a Director of the
                  Fund, or

         (b)      in, or beginning in, the calendar year following the earlier
                  of the calendar year in which the Director ceases to be a
                  Director of the Fund or attains age 70,

                  and shall be paid

         (c)      in a lump sum payable on the first day of the calendar year in
                  which payment is to be made, or

         (d)      in 10 or fewer installments, payable on the first day of each
                  year commencing with the calendar year in which payment is to
                  begin, all as the Director shall specify in making the
                  election. If the payment is to be made in installments, the
                  amount of each installment shall be equal to a fraction of the
                  total of the amounts in the account at the date of the payment
                  the numerator of which shall be one and the denominator of
                  which shall be the then remaining number of unpaid
                  installments (including the installment then to be paid). If
                  the Director dies at any time before all amounts in the
                  account have been paid, such amounts shall be paid at that
                  time in a lump sum to the beneficiary or beneficiaries
                  designated by the Director in writing to receive such payments
                  or in the absence of such a designation to the estate of the
                  Director.
<PAGE>

The Board of Directors may, in the case of an unforseeable emergency, at its
sole discretion accelerate the payment of any unpaid amount for any or all
Directors. For purposes of this paragraph, an unforseeable emergency is severe
financial hardship to the Director resulting from a sudden and unexpected
illness or accident of the Director or of a dependent (as defined in section
152(a) of the Internal Revenue Code) of the Director, loss of the Director's
property due to casualty, or other similar extraordinary and unforseeable
circumstances arising as a result of events beyond the control of the Director.
Payment due to an unforseeable emergency may not be made to the extent that such
hardship is or may be relieved (i) through reimbursement or compensation by
insurance or otherwise; (ii) by liquidation of the Director's assets, to the
extent the liquidation of such assets would not itself cause severe financial
hardship, or (iii) by cessation of deferrals under the Plan. Examples of what
are not considered to be unforseeable emergencies include the need to send a
Director's child to college or the desire to purchase a home. Withdrawals of
amounts because of an unforseeable emergency are only permitted to the extent
reasonably necessary to satisfy the emergency need.

6.      ASSIGNMENT. No deferred amount or unpaid portion thereof may be
assigned or transferred by the Director except by will or the laws of descent
and distribution.

7.      WITHHOLDING TAXES. The Fund shall deduct from all payments any federal,
state or local taxes and other charges required by law to be withheld with
respect to such payments.

8.      NATURE OF RIGHTS; NONALIENATION. A Director's rights to deferred
payment under the Plan shall be solely those of an unsecured general creditor of
the Fund, and any payments by the Fund pursuant to the Plan will be made solely
from the Fund's general assets and property. The Fund will be under no
obligation to purchase, hold or dispose of any investment for the specific
benefit of any Director but, if the Fund should choose to purchase shares of any
Notional Fund in order to cover all or a portion of its obligations under the
Plan, then such investments will continue to be a part of the general assets and
property of the Fund. A Director's rights under the Plan may not be transferred,
assigned, pledged or otherwise alienated, and any attempt by the Director to do
so shall be null and void.

9.      STATUS OF DIRECTOR. Nothing in the Plan nor any election hereunder
shall be construed as conferring on any Director the right to remain a Director
of the Fund or to receive fees at any particular rate.

10.     AMENDMENT AND ACCELERATION. The Board of Directors may at any time at
its sole discretion amend or terminate this Plan, provided that no such
amendment or termination 

<PAGE>

shall adversely affect the right of Directors to receive deferred amounts
credited to their account.

11.     ADMINISTRATION. The Plan shall be administered by the President or by
such person or persons as the President may designate to carry out
administrative functions hereunder. The President shall have complete discretion
to interpret and administer the Plan in accordance with its terms, and his
determinations shall be binding on all persons.


Amended as of March 19, 1998

CONSENT OF INDEPEDENT AUDITORS

Seligman Pennsylvania Municipal Fund Series:

     We consent to the use in  Post-Effective  Amendment No. 18 to  Registration
Statement No.  33-13401 of our report dated  October 30, 1998,  appearing in the
Annual  Report  to   Shareholders   for  the  year  ended  September  30,  1998,
incorporated by reference in the Statement of Additional Information, and to the
reference  to us under the caption  "Financial  Highlights"  in the  Prospectus,
which is also part of such Registration Statement.




DELOITTE & TOUCHE LLP
New York, New York
January 25, 1999



                    LAW OFFICES

      BALLARD SPAHR ANDREWS & INGERSOLL, LLP

           1735 MARKET STREET, 51ST FLOOR
       PHILADELPHIA, PENNSYLVANIA 19103-7599
                    215-665-8500
                 FAX: 215-864-8999
              [email protected]


                                            December 23, 1998


Seligman Pennsylvania Municipal Fund Series
100 Park Avenue
New York, New York   10017

Ladies and Gentlemen:


         With respect to  Post-Effective  Amendment  No. 19 to the  Registration
Statement on Form N-1A under the Securities Act of 1933, as amended, of Seligman
Pennsylvania  Municipal Fund Series,  we have reviewed the material  relative to
Pennsylvania  Taxes in the Registration  Statement.  Subject to such review, our
opinion  as  delivered  to you and as filed  with the  Securities  and  Exchange
Commission remains unchanged.

         We  consent  to  the  filing  of  this  consent  as an  exhibit  to the
Registration   Statement   and  to  the   reference  to  us  under  the  heading
"Pennsylvania  Taxes".  In giving such consent,  we do not thereby admit that we
are in the  category of persons who consent is required  under  Section 7 of the
Securities Act of 1933, as amended.

                                  Very truly yours,



                                  /s/Ballard Spahr Andrews & Ingersoll, LLP
                                  Ballard Spahr Andrews & Ingersoll, LLP


<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
        <NUMBER>001
        <NAME> SELIGMAN PENNSYLVANIA MUNICIPAL FUND CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-mos
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                            27463
<INVESTMENTS-AT-VALUE>                           29794
<RECEIVABLES>                                      435
<ASSETS-OTHER>                                     122
<OTHER-ITEMS-ASSETS>                                 6
<TOTAL-ASSETS>                                   30357
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          168
<TOTAL-LIABILITIES>                                168
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         27318
<SHARES-COMMON-STOCK>                             3592<F1>
<SHARES-COMMON-PRIOR>                             3781<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            539
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          2331
<NET-ASSETS>                                     29582<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 1645<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (356)<F1>
<NET-INVESTMENT-INCOME>                           1289<F1>
<REALIZED-GAINS-CURRENT>                           545
<APPREC-INCREASE-CURRENT>                          806
<NET-CHANGE-FROM-OPS>                             2667
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (1289)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (305)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            105<F1>
<NUMBER-OF-SHARES-REDEEMED>                      (406)<F1>
<SHARES-REINVESTED>                                110<F1>
<NET-CHANGE-IN-ASSETS>                             720
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          539
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              148<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    356<F1>
<AVERAGE-NET-ASSETS>                             29716<F1>
<PER-SHARE-NAV-BEGIN>                             7.96<F1>
<PER-SHARE-NII>                                    .35<F1>
<PER-SHARE-GAIN-APPREC>                            .36<F1>
<PER-SHARE-DIVIDEND>                             (.35)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.08)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.24<F1>
<EXPENSE-RATIO>                                   1.19<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only. All other data are fund level.
</FN>
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
        <NUMBER>004
        <NAME> SELIGMAN PENNSYLVANIA MUNICIPAL FUND CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-mos
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                            27463
<INVESTMENTS-AT-VALUE>                           29794
<RECEIVABLES>                                      435
<ASSETS-OTHER>                                     122
<OTHER-ITEMS-ASSETS>                                 6
<TOTAL-ASSETS>                                   30357
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          168
<TOTAL-LIABILITIES>                                168
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         27318
<SHARES-COMMON-STOCK>                               74<F1>
<SHARES-COMMON-PRIOR>                              103<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            539
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          2331
<NET-ASSETS>                                       607<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   43<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (15)<F1>
<NET-INVESTMENT-INCOME>                             28<F1>
<REALIZED-GAINS-CURRENT>                           545
<APPREC-INCREASE-CURRENT>                          806
<NET-CHANGE-FROM-OPS>                             2667
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (28)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (8)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             15<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (47)<F1>
<SHARES-REINVESTED>                                  3<F1>
<NET-CHANGE-IN-ASSETS>                             720
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          539
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                4<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     15<F1>
<AVERAGE-NET-ASSETS>                               779<F1>
<PER-SHARE-NAV-BEGIN>                             7.95<F1>
<PER-SHARE-NII>                                    .29<F1>
<PER-SHARE-GAIN-APPREC>                            .36<F1>
<PER-SHARE-DIVIDEND>                             (.29)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.08)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.23<F1>
<EXPENSE-RATIO>                                   1.97<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        

</TABLE>


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