SELIGMAN PORTFOLIOS INC/NY, 485APOS, 1996-02-15

SELIGMAN PORTFOLIOS INC/NY
485APOS, 1996-02-15

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File No. 33-15253
811-5221

As filed with the Securities and Exchange Commission on FEBRUARY 15, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

Pre-Effective Amendment No. / /

Post-Effective Amendment No. 17 /X/

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

Amendment No. 19 /X/

SELIGMAN PORTFOLIOS, INC.
(Exact name of registrant as specified in charter)

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

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

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

It is proposed that this filing will become effective (check appropriate box):
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/ / immediately upon filing pursuant to paragraph (b) of / / on (date) pursuant to paragraph (a)( 1) of rule 485.
rule 485.

/ / on (date) pursuant to paragraph (b) of rule 485. /X/ 75 days after filing pursuant to paragraph (a)( 2) of
rule 485.

/ / 60 days after filing pursuant to paragraph (a)( 1) of / / on (date) pursuant to paragraph (a)( 2) of rule 485.
rule 485.

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If appropriate, check the following box:

/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2(a)(1) and a Rule 24f-1 Notice for
Registrant's most recent fiscal year will be filed with the Commission on OR
about February 20, 1996 .

<PAGE>

File No. 33-15253

811-5221
POST-EFFECTIVE AMENDMENT NO. 17
CROSS REFERENCE SHEET
Pursuant to Rule 481(a)

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Item No. in Part A of Form N-1A Location in Prospectus
- ------------------------------- ----------------------
1. Cover Page Cover Page

2. Synopsis Not applicable

3. Condensed Financial Information Financial Highlights

4. General Description of Registrant Investment Objectives and Policies

5. Management of Fund Management Services; Portfolio
Transactions, Portfolio Turnover and
Valuation

5a. Managers' Discussion of Fund Performance Management Services

6. Capital Stock and Other Securities Organization and Capitalization; Other
Investment Policies; Dividends,
Distributions and Taxes

7. Purchase of Securities Being Offered Cover Page; Purchases and Redemptions

8. Redemption or Repurchase Purchases and Redemptions

9. Pending Legal Proceedings Not applicable

Item No. in Part B of Form N-1A Location in Statement of Additional Information
- ------------------------------- -----------------------------------------------

10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and History Appendix C; Organization and
Capitalization (Prospectus)

13. Investment Objectives and Policies Investment Policies and Restrictions

14. Management of the Registrant Management and Expenses

15. Control Persons and Principal Directors and Officers
Holders of Services

16. Investment Advisory and Other Management and Expenses;
Services Custodians and Independent Auditors

17. Brokerage Allocation Portfolio Transactions, Valuation and
Redemption

18. Capital Stock and Other Securities Portfolio Transactions, Valuation and
Redemption

19. Purchase, Redemption and Pricing of Portfolio Transactions, Valuation and
Securities Being Offered Redemption

20. Tax Status Dividends, Distributions and Taxes
(Prospectus)

21. Underwriters Not applicable

22. Calculation of Performance Data Portfolio Transactions, Valuation and
Redemption

23. Financial Statements Financial Statements

</TABLE>

<PAGE>
SELIGMAN PORTFOLIOS, INC.
100 Park Avenue
New York, New York 10017
800-221-7844 All Continental United States, except New York
212-850-1864 New York State
800-221-2783 Marketing Services

May , 1996

Seligman Portfolios, Inc. (the "Fund") is an open-end diversified management
investment company consisting of twelve separate portfolios (the "Portfolios"),
each designed to meet different investment goals. Investment management services
for each of the Fund's Portfolios are provided by J. & W. Seligman & Co.
Incorporated (the "Manager"). Seligman Henderson Co. supervises and directs the
global investments of Seligman Henderson Global

(continued on page 2)

The Fund's twelve Portfolios are:

* SELIGMAN CAPITAL PORTFOLIO: seeks to produce capital appreciation, not
current income, by investing in common stocks (primarily those with
strong near or intermediate-term prospects) and securities convertible
into or exchangeable for common stocks, in common stock purchase
warrants and rights, in debt securities and in preferred stocks
believed to provide capital appreciation opportunities.
* SELIGMAN CASH MANAGEMENT PORTFOLIO: seeks to preserve capital and to
maximize liquidity and current income by investing in a diversified
portfolio of high-quality money market instruments. Investments in
this Portfolio are neither insured nor guaranteed by the U.S.
Government and there is no assurance that this Portfolio will be able
to maintain a stable net asset value of $1.00 per share.
* SELIGMAN COMMON STOCK PORTFOLIO: seeks favorable, but not the highest,
current income and long-term growth of both income and capital value
without exposing capital to undue risk, primarily through equity
investments broadly diversified over a number of industries.
* SELIGMAN COMMUNICATIONS AND INFORMATION PORTFOLIO: seeks capital
gain, not income, by investing primarily in securities of companies in
the communications, information and related industries.
* SELIGMAN FIXED INCOME SECURITIES PORTFOLIO: seeks favorable current
income by investing in a diversified portfolio of debt securities,
primarily of investment grade, including convertible issues and
preferred stocks, with capital appreciation as a secondary
consideration.
* SELIGMAN FRONTIER PORTFOLIO: seeks growth in capital value; income may
be considered but will be only incidental to the Portfolio's
investment objective. In general, securities owned are likely to be
those issued by small to medium-sized companies selected for their
growth prospects.

* SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES PORTFOLIO: seeks to
achieve its objective of long-term capital appreciation by investing
primarily in equity securities of companies that have the potential to
benefit from global economic or social trends.

* SELIGMAN HENDERSON GLOBAL PORTFOLIO: seeks long-term capital
appreciation primarily through global investments in securities of
medium- to large-sized companies.

* SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES PORTFOLIO: (formerly
Seligman Henderson Global Emerging Companies Portfolio), seeks
long-term capital appreciation primarily through global investments in
securities of companies with small to medium market capitalization.

* SELIGMAN HENDERSON GLOBAL TECHNOLOGY PORTFOLIO: seeks long-term
capital appreciation by making global investments of at least 65% of
its assets in securities of companies with business operations in
technology and technology-related industries.

* SELIGMAN HIGH-YIELD BOND PORTFOLIO: seeks to produce maximum current
income by investing primarily in high-yielding, high risk corporate
bonds and corporate notes, which, generally, are non-rated or carry
ratings lower than those assigned to investment grade bonds. The
Portfolio will invest up to 100% of its assets in lower rated bonds,
commonly known as "junk bonds," which are subject to a greater risk of
loss of principal and interest than higher rated investment grade
bonds. Purchasers should carefully assess the risks associated with an
investment in this Portfolio. See "Investment Objectives and
Policies--Seligman High-Yield Bond Portfolio."

* SELIGMAN INCOME PORTFOLIO: seeks primarily to produce high current
income consistent with what is believed to be prudent risk of capital
and secondarily to provide the possibility of improvement in income
and capital value over the longer term, by investing primarily in
income-producing securities.

SHARES IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK, AND SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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(continued from page 1)

Growth Opportunities Portfolio, Seligman Henderson Global Portfolio, Seligman
Henderson Global Smaller Companies Portfolio and Seligman Henderson Global
Technology Portfolio (collectively, the "Seligman Henderson Global Portfolios").
Shares of the Fund are currently provided as the investment medium for Canada
Life of America Variable Annuity Account 2 ("CLVA-2") and Canada Life of America
Annuity Account 3 ("CLVA-3"), each established by Canada Life Insurance Company
of America ("Canada Life").

CLVA-2 is registered as a unit investment trust under the Investment
Company Act of 1940 (the "1940 Act") and funds variable annuity contracts (the
"CLVA-2 Contracts") issued by Canada Life and distributed by Seligman Financial
Services, Inc. CLVA-3 is not registered or regulated as an investment company
under the 1940 Act in reliance on the exemption provided in Section 3(c)(11) of
the 1940 Act and funds variable annuity contracts (the "CLVA-3 Contracts")
issued by Canada Life and distributed by Seligman Financial Services, Inc.
CLVA-3 Contracts may be purchased only by pension or profit-sharing employee
benefit plans that satisfy the requirements for qualification set forth in
Section 401 of the Internal Revenue Code of 1986. Shares of the Fund are also
expected to be provided as the investment medium for other variable annuity
accounts to be established by Canada Life or its affiliates ("Canada Life
Separate Accounts"). Shares of the Seligman Capital Portfolio, Seligman Cash
Management Portfolio, Seligman Common Stock Portfolio, Seligman Fixed Income
Portfolio and Seligman Income Portfolio (but not the other Portfolios of the
Fund) are also provided as the investment medium for Mutual Benefit Variable
Contract Account-9 ("VCA-9") established by MBL Life Assurance Corporation ("MBL
Life") (formerly, The Mutual Benefit Life Insurance Company). VCA-9 is
registered as a unit investment trust under the 1940 Act and funds variable
annuity contracts (the "VCA-9 Contracts") issued by MBL Life.
This Prospectus sets forth concisely information about the Fund and its
Portfolios that a prospective investor should know before investing. Please read
it carefully before you invest and keep it for future reference. Additional
information about the Fund, including a Statement of Additional Information, has
been filed with the Securities and Exchange Commission (the "SEC"). The
Statement of Additional Information is available upon request and without charge
by calling or writing the Fund at the telephone numbers or address set forth
above. The Statement of Additional Information is dated the same date as this
Prospectus and is incorporated herein by reference in its entirety.

TABLE OF CONTENTS

PAGE
----

Financial Highlights................................ P-4
Investment Objectives And Policies.................. P-8
Seligman Capital Portfolio.......................... P-8
Seligman Cash Management Portfolio.................. P-8
Seligman Common Stock Portfolio..................... P-9
Seligman Communications and
Information Portfolio............................. P-9
Seligman Fixed Income Securities
Portfolio......................................... P-10
Seligman Frontier Portfolio......................... P-11

Seligman Henderson Global Growth
Opportunities Portfolio........................... P-12

Seligman Henderson Global Portfolio................. P-12
Seligman Henderson Global Smaller
Companies Portfolio............................... P-12

Seligman Henderson Global Technology
Portfolio......................................... P-12

Seligman High-Yield Bond Portfolio.................. P-16
Seligman Income Portfolio........................... P-17
Other Investment Policies........................... P-18
Management Services................................. P-20
Portfolio Transactions, Portfolio Turnover
And Valuation..................................... P-23
Dividends, Distributions And Taxes.................. P-24
Purchases And Redemptions........................... P-24
Custodians And Transfer Agent....................... P-24
Organization And Capitalization..................... P-25
Appendix............................................ P-26

P-2
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THIS PAGE INTENTIONALLY LEFT BLANK

P-3
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FINANCIAL HIGHLIGHTS

The following sets forth selected data for the periods indicated for a
single share outstanding of each of the Fund's Portfolios except for Seligman
Henderson Global Growth Opportunities Portfolio and Seligman Henderson Global
Technology Portfolio, which are new Portfolios. The results shown below for all
periods through the year ended December 31, 1995 have been audited in
conjunction with the annual audits of the financial statements of Seligman
Portfolios, Inc. by ________________, independent auditors. The 1995 financial
statements and independent auditors' report thereon for each portfolio are
incorporated by reference in the Fund's Statement of Additional Information.

NET REALIZED
NET & UNREALIZED DECREASE) DISTRIBUTIONS NET INCREASE
NET ASSET VALUE INVESTMENT GAIN FROM FROM NET (DECREASE) IN NET ASSET
PER SHARE OPERATING AT BEGINNING INCOME ON (LOSS) INVESTMENT DIVIDENDS GAIN NET ASSET VALUE AT
PERFORMANCE: OF PERIOD (LOSS)** INVESTMENT OPERATIONS PAID REALIZED VALUE END OF PERIOD
------------ --------- -------- ---------- ---------- ---- -------- ----- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITAL PORTFOLIO

Year ended 12/31/95 ..... $ $ $ $ $ $ $ $

Year ended 12/31/94...... 14.950 0.015 (0.699) (0.684) (0.018) (1.548) (2.250) 12.700
Year ended 12/31/93...... 16.980 0.021 1.928 1.949 (0.021) (3.958) (2.030) 14.950
Year ended 12/31/92...... 17.740 (0.022) 1.202 1.180 -- (1.940) (0.760) 16.980
Year ended 12/31/91...... 11.230 0.079 6.547 6.626 (0.088) (0.028) 6.510 17.740
Year ended 12/31/90...... 11.620 0.044 (0.414) (0.370) (0.020) -- (0.390) 11.230
Year ended 12/31/89...... 10.060 (0.084) 1.739 1.655 -- (0.095) 1.560 11.620
6/21/88*-12/31/88........ 10.000 0.060 -- 0.060 -- -- 0.060 10.060
CASH MANAGEMENT PORTFOLIO

Year ended 12/31/95 .....

Year ended 12/31/94...... 1.000 0.040 -- 0.040 (0.040) -- -- 1.000
Year ended 12/31/93...... 1.000 0.030 -- 0.030 (0.030) -- -- 1.000
Year ended 12/31/92...... 1.000 0.035 -- 0.035 (0.035) -- -- 1.000
Year ended 12/31/91...... 1.000 0.056 -- 0.056 (0.056) -- -- 1.000
Year ended 12/31/90...... 1.000 0.075 -- 0.075 (0.075) -- -- 1.000
Year ended 12/31/89...... 1.000 0.075 -- 0.075 (0.075) -- -- 1.000
6/21/88*-12/31/88........ 1.000 0.020 -- 0.020 (0.020) -- -- 1.000
COMMON STOCK PORTFOLIO ....

Year ended 12/31/95 .....

Year ended 12/31/94...... 14.980 0.365 (0.356) 0.009 (0.385) (0.824) (1.200) 13.780
Year ended 12/31/93...... 15.600 0.392 1.479 1.871 (0.394) (2.097) (0.620) 14.980
Year ended 12/31/92...... 14.740 0.346 1.445 1.791 (0.369) (0.562) 0.860 15.600
Year ended 12/31/91...... 11.580 0.362 3.459 3.821 (0.355) (0.306) 3.160 14.740
Year ended 12/31/90...... 12.260 0.356 (0.743) (0.387) (0.263) (0.030) (0.680) 11.580
Year ended 12/31/89...... 10.150 0.248 2.195 2.443 (0.179) (0.154) 2.110 12.260
6/21/88*-12/31/88........ 10.000 0.120 0.060 0.180 (0.030) -- 0.150 10.150
COMMUNICATIONS AND INFORMATION PORTFOLIO

Year ended 12/31/95 . ...

10/11/94* to 12/31/94.... 10.000 (0.016) 0.456 0.440 -- -- 0.440 10.440
FIXED INCOME SECURITIES PORTFOLIO

Year ended 12/31/95 ...

Year ended 12/31/94...... 10.110 0.499 (0.841) (0.342) (0.498) -- (0.840) 9.270
Year ended 12/31/93...... 10.660 0.713 0.142 0.855 (0.711) (0.694) (0.550) 10.110
Year ended 12/31/92...... 10.990 0.706 (0.092) 0.614 (0.772) (0.172) (0.330) 10.660
Year ended 12/31/91...... 10.310 0.798 0.699 1.497 (0.817) -- 0.680 10.990
Year ended 12/31/90...... 10.220 0.680 (0.054) 0.626 (0.536) -- 0.090 10.310
Year ended 12/31/89...... 9.930 0.658 0.208 0.866 (0.576) -- 0.290 10.220
6/21/88*-12/31/88........ 10.000 0.262 (0.162) 0.100 (0.170) -- (0.070) 9.930
FRONTIER PORTFOLIO

Year ended 12/31/95 ....

10/11/94* to 12/31/94.... 10.000 (0.012) 0.592 0.580 -- -- 0.580 10.580
- ----------------
* Commencement of Operations.
**The Manager at its discretion, waived its management fee and\or reimbursed expenses for certain periods presented.
+ Annualized
</TABLE>

P-4
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The per share operating performance data is designed to allow investors to
trace the operating performance, on a per share basis, from a Portfolio's
beginning net asset value to its ending net asset value so that investors may
understand what effect the individual items have on their investment, assuming
it was held throughout the period. Generally, the per share amounts are derived
by converting the actual dollar amounts incurred for each item, as disclosed in
the financial statements, to their equivalent per share amount.

The total return based on net asset value measures a Portfolio's
performance assuming investors purchased shares at net asset value as of the
beginning of the period, reinvested dividends and capital gains paid at net
asset value, and then sold the shares at the net asset value per share on the
last day of the period. The total returns exclude the effect of all
administration fees and asset-based sales loads associated with variable annuity
contracts. The total returns for periods of less than one year are not
annualized.
<TABLE>
<CAPTION>
WITHOUT MANAGEMENT FEE WAIVER AND/OR
EXPENSE REIMBURSEMENT**
------------------------------------------
RATIOS/SUPPLEMENTAL DATA**
--------------------------------------------------------- RATIOS OF
TOTAL RETURN EXPENSES NET INVESTMENT RATIOS OF NET INVESTMENT
BASED ON TO INCOME (LOSS) NET A SSETS AT NET INVESTMENT EXPENSES TO INCOME (LOSS)
NET ASSET AVERAGE TO AVERAGE PORTFOLIO END O F PERIOD INCOME (LOSS) AVERAGE NET TO AVERAGE
VALUE NET ASSETS NET ASSETS TURNOVER (000'S OMITTED) PER SHARE ASSETS NET ASSETS
----- ---------- ---------- -------- --------------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>

% % % % $ $ % %

(4.59) 0.60 0.10 67.39 5,942 (0.036) 0.96 (0.26)
11.65 0.71 0.09 65.30 5,886 (0.003) 0.83 (0.03)
6.80 0.91 (0.14) 54.95 5,497
59.05 0.60 0.56 31.44 5,812 (0.035) 1.37 (0.21)
(3.18) 2.15 0.18 28.94 3,560
16.47 3.55 (0.88) 32.55 2,577 (0.092) 3.80 (1.12)
0.60 6.99+ (0.11)+ -- 890

4.03 -- 3.98 -- 3,230 0.025 1.48 2.50
3.00 -- 2.96 -- 3,102 0.019 1.07 1.89
3.53 -- 3.50 -- 4,230 0.025 0.97 2.53
5.70 -- 5.49 -- 5,849 0.048 0.83 4.66
7.79 -- 7.53 -- 3,994 0.045 2.97 4.56
7.81 -- 7.72 -- 908 (0.019) 9.57 (1.85)
2.35 .95+ 5.83+ -- 283 (0.050) 20.02+ (13.24)+

0.04 0.60 2.45 15.29 20,168 0.361 0.62 2.43
11.94 0.55 2.10 10.70 21,861
12.14 0.56 2.21 12.57 24,987
33.16 0.60 2.63 27.67 26,103 0.350 0.71 2.52
(3.15) 0.88 3.01 13.78 18,030
24.11 1.59 2.32 37.56 9,332 0.236 1.67 2.23
1.80 3.62+ 1.65+ 14.40 2,476

4.40 0.95+ (0.95)+ -- 495 (0.436) 13.96+ (13.96)+

(3.39) 0.60 5.12 237.23 3,606 0.430 1.31 4.41
7.98 0.74 5.41 33.21 3,775 0.675 1.07 5.08
5.60 1.00 6.22 23.40 4,750
14.58 0.60 7.30 6.34 5,369 0.712 1.42 6.48
6.14 1.73 6.59 6.62 4,600
8.70 2.13 6.51 49.92 4,129 0.643 2.27 6.37
1.01 2.99+ 5.25+ 144.21 2,223

5.80 0.95+ (0.70)+ -- 169 (1.319) 40.47+ (40.22)+
</TABLE>

P-5

<PAGE>

Year ended 12/31/95...... $ $ $ $ $ $ $ $

Year ended 12/31/94...... 11.370 0.131 (0.306) 0.325 0.150 (0.064) (0.116) (0.030)
5/3/93*-12/31/93......... 10.000 0.021 1.518 (0.099) 1.440 (0.053) (0.017) 1.370
GLOBAL SMALLER COMPANIES
PORTFOLIO

Year ended 12/31/95......

10/11/94*-12/31/94....... 10.000 0.058 0.266 0.029 0.353 (0.043) -- 0.310
HIGH-YIELD BOND PORTFOLIO
5/1/95*-12/31/95.........
INCOME PORTFOLIO

Year ended 12/31/95......

Year ended 12/31/94...... 11.380 0.689 (1.369) -- (0.680) (0.730) -- (1.410)
Year ended 12/31/93...... 11.390 0.828 0.576 -- 1.404 (0.828) (0.586) (0.010)
Year ended 12/31/92...... 11.250 0.862 0.896 -- 1.758 (0.987) (0.631) 0.140
Year ended 12/31/91...... 9.500 0.896 2.024 -- 2.920 (0.904) (0.266) 1.750
Year ended 12/31/90...... 10.780 0.829 (1.487) -- (0.658) (0.622) -- (1.280)
Year ended 12/31/89...... 10.040 0.634 0.834 -- 1.468 (0.419) (0.309) 0.740
6/21/88*-12/31/88........ 10.000 0.142 (0.032) -- 0.110 (0.070) -- 0.040
</TABLE>

- ---------------
* Commencement of Operations.
**The Manager (and Subadviser in the case of the Global Portfolio and Global
Smaller Companies Portfolio), at their discretion, waived management fee
and\or reimbursed expenses for certain periods presented.
+ Annualized

P-6
<PAGE>

WITHOUT MANAGEMENT FEE WAIVER AND/OR
EXPENSE REIMBURSEMENT**
------------------------------------------
RATIOS/SUPPLEMENTAL DATA**
--------------------------------------------------------- RATIOS OF
TOTAL RETURN EXPENSES NET INVESTMENT RATIOS OF NET INVESTMENT
NET ASSETS BASED ON TO INCOME (LOSS) NET A SSETS AT NET INVESTMENT EXPENSES TO INCOME (LOSS)
VALUE AT NET ASSET AVERAGE TO AVERAGE PORTFOLIO END O F PERIOD INCOME (LOSS) AVERAGE NET TO AVERAGE
END OF PERIOD VALUE NET ASSETS NET ASSETS TURNOVER (000'S OMITTED) PER SHARE ASSETS NET ASSETS
- ------------- ----- ---------- ---------- -------- --------------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

$ % % % % $ $ % %

11.340 1.32 1.20 1.17 47.34 1,776 (0.419) 6.12 (3.75)
11.370 14.40 1.20+ 1.30+ 2.82 648 (1.004) 17.94+ (15.44)+

10.310 3.53 1.20+ 3.14+ -- 132 (1.225) 37.25+ (32.91)+

9.970 (5.96) 0.60 6.34 29.76 10,050 0.670 0.77 6.17
11.380 12.37 0.64 6.40 38.38 11,220 0.826 0.65 6.39
11.390 15.72 0.68 7.53 39.46 11.363
11.250 30.89 0.60 8.05 43.67 11,509 0.867 0.93 7.72
9.500 (6.10) 1.40 8.19 21.64 7,419
10.780 14.61 2.69 5.95 60.10 4,085 0.610 2.88 5.77
10.040 1.10 5.02+ 2.46+ -- 1,265 0.089 5.42+ 2.07+
</TABLE>

P-7
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

Set forth below is a description of the investment objective of each of the
Fund's Portfolios and their investment policies. Of course, because any
investment involves risk, there can be no assurance that any of the Portfolios
will meet its objective. The investment objective(s) of each Portfolio may not
be changed without the affirmative vote of the holders of a majority of the
voting securities of that Portfolio; however, unless otherwise noted, the
investment policies of each Portfolio are not fundamental and may be changed by
the Fund's Board of Directors without a vote of shareholders. A more detailed
description of each Portfolio's investment policies, including a list of those
restrictions on each Portfolio's investment activities which cannot be changed
without such a vote, appears in the Statement of Additional Information.
Information regarding the various rating categories used by the Standard &
Poor's Corporation ("S&P") and Moody's Investors Services, Inc. ("Moody's"), and
referred to in the following descriptions, is included in the Appendix to this
Prospectus.

SELIGMAN CAPITAL PORTFOLIO

The investment objective of this Portfolio is to produce capital
appreciation for its shareholders. Current income is not an objective. The
Portfolio will seek to achieve its objective by investing in common stocks and
securities convertible into or exchangeable for common stocks, in common stock
purchase warrants and rights, in debt securities and in preferred stocks
believed to provide capital appreciation opportunities. Common stocks, for the
most part, are selected for their near or intermediate-term prospects. They may
be stocks believed to be underpriced or stocks of growth companies, cyclical
companies, or companies believed to be undergoing a basic change for the better.
They may be stocks of established, well-known companies or of newer,
less-seasoned companies believed to have better-than-average prospects. The
principal criterion for choice of investments is capital appreciation potential.

The Portfolio may, pending investment and for temporary defensive purposes,
hold cash and invest without limitation in high-grade, short-term money market
instruments, including repurchase agreements, of the types listed under
"Seligman Cash Management Portfolio."

The Seligman Capital Portfolio may borrow money to increase its portfolio
of securities. Investing for capital appreciation and borrowing ordinarily
expose capital to added risk, and investment in the Portfolio should be
considered only by persons who are able and willing to take such risk.

SELIGMAN CASH MANAGEMENT PORTFOLIO

The investment objective of this Portfolio is to preserve capital and to
maximize liquidity and current income by investing in a diversified portfolio of
high-quality money market instruments consisting of United States ("U.S.")
Government obligations, U.S. dollar-denominated bank obligations (including
those issued by U.S. banks, their foreign branches and U.S. branches of foreign
banks), prime commercial paper, high-grade, short-term corporate obligations and
repurchase agreements with respect to the above types of instruments. The
Portfolio seeks to maintain a constant net asset value of $1.00 per share; there
can be no assurance that the Portfolio will be able to do so. In an effort to
maintain a stable net asset value, the Portfolio uses the amortized cost method
of valuing its securities.

The Portfolio will invest only in U.S. dollar-denominated securities having
a remaining maturity of 13 months (397 days) or less and will maintain a
dollar-weighted average portfolio maturity of 90 days or less. The Portfolio
will limit its investments to those securities that, in accordance with
guidelines adopted by the Board of Directors, present minimal credit risks.
Accordingly, the Portfolio will not purchase any security (other than a U.S.
Government obligation) unless (i) it is rated in one of the two highest rating
categories assigned to short-term debt securities by at least two nationally
recognized statistical rating organizations ("NRSROs") such as Moody's and S&P,
or (ii) if not so rated, it is determined to be of comparable quality.
Determinations of comparable quality will be made in accordance with procedures
established by the Directors. These standards must be satisfied at the time an
investment is made. If the quality of the investment later declines, the
Portfolio may continue to hold the investment, subject in certain circumstances
to a finding by the Board of Directors that disposing of the investment would
not be in the Portfolio's best interest.

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Presently, the Portfolio only invests in either U.S. Government obligations
or securities that are rated in the top rating category by Moody's and S&P.
However, the Portfolio is permitted to invest up to 5% of its assets in
securities rated in the second highest rating category by two NRSROs, provided
that not more than the greater of 1% of its total assets or $1,000,000 is
invested in any one such security.

U.S. GOVERNMENT OBLIGATIONS in which the Portfolio invests include
obligations issued or guaranteed as to both principal and interest by the U.S.
Government or backed by the full faith and credit of the United States, such as
U.S. Treasury bills, securities issued or guaranteed by a U.S. Government agency
or instrumentality, and securities supported by the right of the issuer to
borrow from the U.S. Treasury.

BANK OBLIGATIONS purchased by the Portfolio include U.S. dollar-denominated
certificates of deposit, banker's acceptances, fixed time deposits and
commercial paper of domestic banks, including their branches located outside the
United States, and of domestic branches of foreign banks. Investments in bank
obligations will be limited at the time of investment to the obligations of the
100 largest domestic banks in terms of assets which are subject to regulatory
supervision by the U.S. Government or state governments, and the obligations of
the 50 largest foreign banks in terms of assets with branches or agencies in the
United States.

COMMERCIAL PAPER AND SHORT-TERM CORPORATE DEBT SECURITIES include
short-term unsecured promissory notes with maturities not exceeding nine months
issued in bearer form by bank holding companies, corporations and finance
companies. Investments in commercial paper issued by bank holding companies will
be limited at the time of investment to the 100 largest U.S. bank holding
companies in terms of assets.

YIELD INFORMATION. Investors should recognize that, in periods of declining
interest rates, yields will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates, the yield of the Portfolio will
tend to be somewhat lower. Also, when interest rates are falling, the inflow of
new money to the Portfolio from the continuous sale of its shares will likely be
invested in portfolio instruments producing lower yields than the balance of the
Portfolio assets, thereby reducing the current yield of the Portfolio. In
periods of rising interest rates, the opposite can be true. The Seligman Cash
Management Portfolio may attempt to increase yields on its investments by using
trading techniques designed to take advantage of short-term market variations.
This policy, together with the short maturities of the securities in which the
Portfolio invests, would result in high portfolio turnover. The Portfolio does
not anticipate incurring significant brokerage or transaction expenses since
portfolio transactions ordinarily will be made directly with the issuer, money
market dealer, or other financial institution on a net price basis.

SELIGMAN COMMON STOCK PORTFOLIO

The investment objective of this Portfolio is to produce favorable, but not
the highest, current income and long-term growth of both income and capital
value, without exposing capital to undue risk. The Seligman Common Stock
Portfolio seeks to achieve its objective primarily through equity investments,
and in general, investments will be broadly diversified over a number of
industries. The Seligman Common Stock Portfolio may, pending investment and for
temporary defensive purposes, invest without limitation in high-grade,
short-term money market instruments, including repurchase agreements, of the
types listed under "Seligman Cash Management Portfolio."

SELIGMAN COMMUNICATIONS AND INFORMATION PORTFOLIO

The investment objective of this Portfolio is to produce capital gain.
Income is not an objective. The Portfolio seeks to achieve its objective by
investing in a portfolio consisting of securities of companies operating in
virtually all aspects of the communications, information and related industries.
It invests at least 80% of its net assets, exclusive of government securities,
short-term notes, cash and cash equivalents, in securities of companies engaged
in these industries.

The value of Portfolio shares may be susceptible to factors affecting the
communications, information and related industries. As such, this Portfolio is
not an appropriate investment for individuals who require safety of principal or
stable income from their investments. These industries may be subject to greater
governmental regulation than many other industries and changes in governmental
policies and the need for regulatory approvals may have a material effect on the
products and services of these industries. Although securities of large
companies that now are well established in the world communications and
information market and can be expected to grow with the market are held by this

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Portfolio, rapidly changing technologies and the expansion of the
communications, information and related industries provide a favorable
environment for investing in companies of small to medium size. Securities of
smaller, less-seasoned companies may be subject to greater price fluctuation,
limited liquidity and above-average investment risk.

This Portfolio invests primarily in common stocks. It also may invest in
securities convertible into or exchangeable for common stocks, in warrants and
rights to purchase common stocks and in debt securities or preferred stocks
believed to provide opportunities for capital gain. It is this Portfolio's
present intention to invest not more than 5% of its net assets in debt
securities that are not rated within the four highest rating categories by S&P
or by Moody's.

SELIGMAN FIXED INCOME SECURITIES PORTFOLIO

The investment objective of this Portfolio is to achieve favorable current
income by investing in debt securities, including convertible issues and
preferred stock, diversified over a number of industries. Capital appreciation
will be a secondary consideration in selecting portfolio securities. As a matter
of fundamental policy, the Portfolio will invest at least 80% of its assets in
securities that are rated investment grade.

The Portfolio's assets may be invested in (l) corporate debt securities,
including bonds and debentures convertible into common stock or with warrants
and rights; (2) debt securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities; or (3) mortgage-backed debt securities, including
securities issued by the Government National Mortgage Association ("GNMA") and
debt obligations secured by commercial or residential real estate, rated within
one of the three highest rating categories by S&P or, if unrated, of comparable
quality in the opinion of the Manager; (4) preferred stock; and (5) commercial
paper rated within one of the three highest rating categories by S&P or Moody's.
The Portfolio may also hold or sell any securities obtained through the exercise
of conversion rights or warrants, or as a result of reorganization,
recapitalization, or liquidation proceedings of any issuer of securities owned
by the Portfolio. Long-term debt securities normally will be held when it is
believed that the trend of interest rates is down and prices of such securities
will increase; conversely, when it is believed that long-term interest rates
will rise, the Portfolio may attempt to shift into short-term debt securities
that are generally not as volatile as longer-term securities in periods of
rising interest rates. The Portfolio may, pending investment and for temporary
defensive purposes, invest without limitation in high-grade short-term money
market instruments, including repurchase agreements, of the types listed under
"Seligman Cash Management Portfolio."

Corporate debt securities purchased by the Portfolio will, in order to meet
the Portfolio's fundamental policy, be investment grade bonds that are rated
within one of the four highest rating categories by S&P or Moody's. To the
extent that the Portfolio may invest in lower-rated bonds, an investor should be
aware that while providing higher yields, such lower-rated bonds generally are
subject to greater market fluctuations and risks of loss of income and principal
than higher-rated (and lower-yielding) bonds. A description of the credit
ratings and the risks associated with such investments is contained in the
Appendix to this Prospectus. U.S. Government and agency obligations in which the
Portfolio invests may include direct obligations of the U.S. Treasury, such as
bills, notes and bonds, and marketable obligations issued by a U.S. Government
agency or instrumentality. Agency securities include those issued by the Small
Business Administration, General Services Administration and Farmers Home
Administration, which are guaranteed by the U.S. Treasury. Other such securities
are supported by the right of the issuer to borrow from the Treasury, such as
securities issued by the Federal Home Loan Mortgage Corporation ("FHLMC"), while
certain other securities are supported only by the credit of the agency or
instrumentality itself, such as securities issued by the Federal National
Mortgage Association ("FNMA"). Commercial paper includes unsecured promissory
notes of corporate issuers, which securities generally have remaining maturities
not exceeding nine months.

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

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payments of higher-rate mortgages are likely to be shorter than those of
obligations that pass-through payments of lower-rate mortgages. If such
prepayment of mortgage-related securities in which the Portfolio invests occurs,
the Portfolio may have to invest the proceeds in securities with lower yields.

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

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

SELIGMAN FRONTIER PORTFOLIO

The investment objective of this Portfolio is to produce growth in capital
value; income may be considered but will be only incidental to the Portfolio's
investment objective. This Portfolio seeks to achieve its objective by investing
in a portfolio consisting of securities of companies selected for their growth
prospects. It invests primarily in common stocks, and may also invest in
securities that may be exchanged for or converted into common stock, preferred
stock and common stock purchase warrants and rights believed by the Manager to
provide capital growth opportunities.

Stocks of companies believed by the Manager to have special characteristics
(such as a high growth rate of unit sales, an important opportunity in a
developing industry or a distinct competitive advantage) are favored by this
Portfolio. In general, securities owned are likely to be those issued by
companies of small to medium size with annual revenue of $400 million or less.
Except when investing for temporary defensive purposes, this Portfolio will
invest at least 65% of its net assets, exclusive of government securities,
short-term notes, cash and cash items, in securities of such companies.
Securities of smaller or medium-sized companies may be subject to above-average
market price fluctuation and business risk; however, the Manager will seek to
temper such risks by diversification of investments and by avoiding
concentration of investments in any one industry.

This Portfolio's investments, other than in securities of the companies
discussed above, will be substantially in securities issued or guaranteed by the
U.S. Government (such as Treasury bills, notes and bonds), its agencies,
instrumentalities or authorities, highly-rated corporate debt securities (rated
AA-, or better, by S&P or Aa3, or better, by Moody's); prime commercial paper
(rated A-1+/A-1 by S&P or P-1 by Moody's) and certificates of deposit of the 100
largest (based on assets) banks that are subject to regulatory supervision by
the U.S. Government or state governments and the 50 largest (based on assets)
foreign banks with branches or agencies in the United States.

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SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES PORTFOLIO

SELIGMAN HENDERSON GLOBAL PORTFOLIO
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES PORTFOLIO

SELIGMAN HENDERSON GLOBAL TECHNOLOGY PORTFOLIO

Unless otherwise indicated, the following description of investment
objectives and policies applies to each of the Seligman Henderson Global Growth
Opportunities Portfolio ("Global Growth Opportunities Portfolio"), the Seligman
Henderson Global Portfolio ("Global Portfolio"), the Seligman Henderson Global
Smaller Companies Portfolio ("Global Smaller Companies Portfolio") and the
Seligman Henderson Global Technology Portfolio ("Global Technology Portfolio").

The investment objective of the Global Growth Opportunities Portfolio is
long-term capital appreciation. The Global Growth Opportunities Portfolio seeks
to achieve its objective by investing primarily in equity securities of
companies that have the potential to benefit from global economic or social
trends. The Subadviser believes that such trends are reshaping the world as it
moves towards the new millennium. The trends that will be initially focused on
will include global economic liberalization and the flow of capital through
trade and investment; the globalization of the world's economy; the expansion of
technology as an increasingly important influence on society; the increased
awareness of the importance of protecting the environment; and the increase in
life expectancy leading to changes in consumer demographics and a greater need
for healthcare, security and leisure.

The investment objective of the Global Portfolio is long-term capital
appreciation primarily through global investments in securities of medium- to
large-sized companies. Under normal market conditions, the Global Port-folio
will invest 65% of its assets in securities of issuers located in at least three
different countries, one of which may be the U.S.

The investment objective of the Global Smaller Companies Portfolio is
long-term capital appreciation primarily through global investments in
securities of companies with small to medium market capitalizations. Under
normal market conditions, the Global Smaller Companies Portfolio will invest its
assets in securities of issuers located in at least three different countries,
one of which may be the U.S., and will invest at least 65% of its assets in
securities of small to medium-sized companies with market capitalization up to
$750 million.

The investment objective of the Global Technology Portfolio is long-term
capital appreciation. The Global Technology Portfolio seeks to achieve its
objective by making global investments of at least 65% of its assets in
securities of companies with business operations in technology and
technology-related industries. The Global Technology Portfolio defines
technology as the use of science to create new products and services. As such
the industry comprises not only information technology and communications but
also medical, environmental and bio-technology. The Global Technology Portfolio
expects to invest in a broad range of technologies. The technology market is
global in its scope and has exhibited and continues to demonstrate rapid growth
both through increasing demand for existing products and services and the
broadening of the technology market. Penetration rates remain low while emerging
technologies such as multimedia and genetic engineering are opening up whole new
markets. The application of new technology to traditional industries is, in many
cases, revolutionizing both manufacturing and distribution industries.
Nonetheless, older technologies such as photography and print may also be
represented. The Subadviser expects to take advantage of valuation anomalies in
international markets created by the emergence of established U.S. technology
trends in overseas markets and the relative immaturity of the technology sectors
in those countries' securities markets. Securities of large companies that are
well established in the world technology market can be expected to grow with the
market and will frequently be held by the Global Technology Portfolio; however,
rapidly changing technologies and the expansion of technology and
technology-related industries provide a favorable environment for investment in
companies of small- to medium-size. Consequently, the Global Technology
Portfolio's investments are not subject to any minimum capitalization
requirement, and the Global Technology Portfolio may invest in securities
without regard to the capitalization of the issuer.

Seligman Henderson Co. (the "Subadviser") will supervise and direct the
investments of each of the Portfolios. While each Portfolio may invest in
securities of issuers domiciled in any country, under normal conditions
investments will be made in four principal regions: The United
Kingdom/Continental Europe, North America, the Pacific Basin and Latin America.
Continental European countries include Austria, Belgium, Denmark, Finland,
France, Germany, Greece, Ireland, Italy, Luxemborg, the Netherlands, Norway,
Portugal, Spain, Sweden, Switzerland and Turkey. Pacific Basin countries include
Australia, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, New Zealand,

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Pakistan, The People's Republic of China, The Philippines, Singapore, Sri Lanka,
Taiwan and Thailand. North America includes the United States and Canada. Latin
American countries include Argentina, Brazil, Chile, Mexico and Venezuela.

In allocating investments among geographic regions and individual
countries, the Subadviser will consider such factors as the relative economic
growth potential of the various economies and securities markets; expected
levels of inflation; financial, social and political conditions influencing
investment opportunities; and the outlook for currency relationships.

These Portfolios may invest in all types of securities, most of which will
be denominated in currencies other than the U.S. dollar. Since opportunities for
long-term growth are primarily expected from equity securities, the Portfolios
will normally invest substantially all of their assets in such securities,
including common stock, securities convertible into common stock, depository
receipts for these securities and warrants. These Portfolios may, however,
invest up to 25% of their assets in preferred stock and debt securities if the
Subadviser believes that the capital appreciation available from an investment
in such securities will equal or exceed the capital appreciation available from
an investment in equity securities. Dividends or interest income are considered
only when the Subadviser believes that such income will have a favorable
influence on the market value of a security in light of the Portfolios'
objective of capital appreciation. Equity securities in which each of the
Portfolios will invest may be listed on a U.S. or foreign stock exchange or
traded in U.S. or foreign over-the-counter markets.

There is no requirement that the debt securities in which the Portfolios
may invest be rated by a recognized rating agency. However, it is the
Portfolios' policy that investments in debt securities, whether rated or
unrated, will be made only if they are, in the opinion of the Subadviser, of
equivalent quality to "investment grade" securities. "Investment grade"
securities are those rated within the four highest quality grades as determined
by Moody's or S&P. Debt securities are interest-rate sensitive, so that their
value will tend to decrease when interest rates rise and increase when interest
rates fall.

DEPOSITORY RECEIPTS. The Portfolios may invest in securities represented by
American Depository Receipts ("ADRs"), American Depository Shares ("ADSs"),
European Depository Receipts ("EDRs") or Global Depository Receipts ("GDRs").
ADRs and ADSs are instruments generally issued by domestic banks or trust
companies that represent the deposit of a security of a foreign issuer. ADRs and
ADSs may be publicly traded on exchanges or over-the-counter in the United
States and are quoted and settled in dollars at a price that generally reflects
the dollar equivalent of the home country share price. EDRs and GDRs are
typically issued by foreign banks or trust companies and traded in Europe. ADRs,
ADSs, EDRs and GDRs may be issued under sponsored or unsponsored programs. In
sponsored programs, the issuer has made arrangements to have its securities
trade in the form of ADRs, ADSs, EDRs or GDRs. In unsponsored programs, the
issuer may not be directly involved in the creation of the program. Although
regulatory requirements with respect to sponsored and unsponsored programs are
generally similar, the issuers of unsponsored ADRs, ADSs, EDRs or GDRs are not
obligated to disclose material information in the U.S., and therefore, the
import of such information may not be reflected in the market value of such
receipts.

By investing in foreign securities, the Portfolios will attempt to take
advantage of differences among economic trends and the performance of securities
markets in various countries. To date, the market values of securities of
issuers located in different countries have moved relatively independently of
each other. During certain periods, the return on equity investments in some
countries has exceeded the return on similar investments in the U.S. The
Subadviser believes that, in comparison with investment companies investing
solely in domestic securities, it may be possible to obtain significant
appreciation from a portfolio of foreign investments and securities from various
markets that offer different investment opportunities and are affected by
different economic trends. Global diversification reduces the effect that events
in any one country will have on the entire investment portfolio. Of course, a
decline in the value of a Portfolio's investments in one country may offset
potential gains from investments in another country.

FOREIGN INVESTMENT RISK FACTORS. Investments in securities of foreign
issuers may involve risks that are not associated with domestic investments, and
there can be no assurance that either of the Portfolios' foreign investments
will present less risk than a portfolio of domestic securities. Foreign issuers
may lack uniform accounting, auditing and financial reporting standards,
practices and requirements, and there is generally less publicly available

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information about foreign issuers than there is about U.S. issuers. Governmental
regulation and supervision of foreign stock exchanges, brokers and listed
companies may be less pervasive than is customary in the U.S. Securities of some
foreign issuers are less liquid and their prices are more volatile than
securities of comparable domestic issuers. Foreign securities settlements may in
some instances be subject to delays and related administrative uncertainties
which could result in temporary periods when assets of a Portfolio are
uninvested and no return is earned thereon and may involve a risk of loss to a
Portfolio. Foreign securities markets may have substantially less volume than
U.S. markets and far fewer traded issues. Fixed brokerage commissions on foreign
securities exchanges are generally higher than in the U.S., and transaction
costs with respect to smaller capitalization companies may be higher than those
of larger capitalization companies. Income from foreign securities may be
reduced by a withholding tax at the source or other foreign taxes. In some
countries, there may also be the possibility of nationalization, expropriation
or confiscatory taxation, (in which a Portfolio could lose its entire investment
in a certain market), limitations on the removal of monies or other assets of
the Portfolios, higher rates of inflation, political or social instability or
revolution, or diplomatic developments that could affect investments in those
countries. In addition, it may be difficult to obtain and enforce a judgement in
a court outside the U.S.

Some of the risks described in the preceding paragraph may be more severe
for investments in emerging or developing countries. By comparison with the
United States and other developed countries, emerging or developing countries
may have relatively unstable governments, economies based on a less diversified
industrial base and securities markets that trade a smaller number of
securities. Companies in emerging markets may generally be smaller, less
experienced and more recently organized than many domestic companies. Prices of
securities traded in the securities markets of emerging or developing countries
tend to be volatile. Furthermore, foreign investors are subject to many
restrictions in emerging or developing countries. These restrictions may
require, among other things, governmental approval prior to making investments
or repatriating income or capital, or may impose limits on the amount or type of
securities held by foreigners or on the companies in which the foreigners may
invest.

The economies of individual emerging countries may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross domestic
product, rates of inflation, currency depreciation, capital reinvestment,
resource self-sufficiency and balance of payment position and may be based on a
substantially less diversified industrial base. Further, the economies of
developing countries generally are heavily dependent upon international trade
and, accordingly, have been, and may continue to be, adversely affected by trade
barriers, exchange controls, managed adjustments in relative currency values and
other protectionist measures imposed or negotiated by the countries with which
they trade. These economies also have been, and may continue to be, adversely
affected by economic conditions in the countries with which they trade.

FOREIGN CURRENCY RISK FACTORS. Investments in foreign securities will
usually be denominated in foreign currencies, and each Portfolio may temporarily
hold funds in foreign currencies. The value of a Portfolio's investments
denominated in foreign currencies may be affected, favorably or unfavorably, by
the relative strength of the U.S. dollar, changes in foreign currency and U.S.
dollar exchange rates and exchange control regulations. A Portfolio may incur
costs in connection with conversions between various currencies. A Portfolio's
net asset value per share will be affected by changes in currency exchange
rates. Changes in foreign currency exchange rates may also affect the value of
dividends and interest earned, gains and losses realized on the sale of
securities and net investment income and gains, if any, to be distributed to
shareholders by the Portfolios. The rate of exchange between the U.S. dollar and
other currencies is determined by the forces of supply and demand in the foreign
exchange markets (which in turn are affected by interest rates, trade flows and
numerous other factors, including, in some countries, local governmental
intervention).

TECHNOLOGY INVESTMENT RISK FACTORS. The value of the Global Technology
Portfolio shares may be susceptible to factors affecting technology and
technology-related industries and to greater risk and market fluctuation than an
investment in a fund that invests in a broader range of portfolio securities. As
such, the Global Technology Portfolio is not an appropriate investment for
individuals who require safety of principal or stable income from their
investments. Technology and technology-related industries may be subject to
greater governmental regulation than many other industries in certain countries;
changes in governmental policies and the need for regulatory approvals may have
a material adverse effect on these industries. Additionally, these companies may
be subject to risks of developing technologies, competitive pressures and other
factors and are dependent upon consumer and business acceptance as new
technologies evolve. Securities of smaller, less experienced companies also may

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involve greater risks, such as limited product lines, markets and financial or
managerial resources, and trading in such securities may be subject to more
abrupt price movements than trading in the securities of larger companies.

SMALLER COMPANY INVESTMENT RISK FACTORS. With regard to the Global Smaller
Companies Portfolio, and the Global Technology Portfolio, the Subadviser
believes that smaller companies generally have greater earnings and sales growth
potential than larger companies. In addition, the Global Growth Opportunities
Portfolio may also invest in securities without regard to the minimum
capitalization of issuers. However, investments in such companies may involve
greater risks, such as limited product lines, markets and financial or
managerial resources. Less frequently traded securities may be subject to more
abrupt price movements than securities of larger companies.

DERIVATIVES. Each of the Seligman Henderson Global Portfolios may invest in
financial instruments commonly known as "derivatives" only for hedging or
investment purposes. A Portfolio will not invest in derivatives for speculative
purposes, i.e., where the derivative investment exposes the Portfolio to undue
risk of loss, such as where the risk of loss is greater than the cost of the
investment.

A derivative is generally defined as an instrument whose value is derived
from, or based upon, some underlying index, reference rate (e.g., interest rates
or currency exchange rates), security, commodity or other asset. A Portfolio
will not invest in a specific type of derivative without prior approval from its
Board of Directors, after consideration of, among other things, how the
derivative instrument serves the Portfolio's investment objective, and the risk
associated with the investment. The only types of derivatives in which the
Portfolios are currently permitted to invest are stock purchase rights and
warrants, and, as described more fully below, forward currency exchange
contracts and put options.

A Portfolio may not invest in rights and warrants, if, at the time of
acquisition, the investment in rights and warrants would exceed 5% of the
Portfolio's net assets (valued at the lower of cost or market). In addition, no
more than 2% of net assets may be invested in warrants not listed on the New
York or American Stock Exchanges. For purposes of this restriction, warrants
acquired in units or attached to securities will be deemed to have been
purchased without cost.

FORWARD CURRENCY EXCHANGE CONTRACTS. The Subadviser will consider changes
in exchange rates in making investment decisions. As one way of managing
exchange rate risk, each Portfolio may enter into forward currency exchange
contracts (agreements to purchase or sell foreign currencies at a future date).
A Portfolio will usually enter into these contracts to fix the U.S. dollar value
of securities that it has agreed to buy or sell for the period between the date
the trade was entered into and the date the security is delivered and paid for.
A Portfolio may also use these contracts to hedge the U.S. dollar value of
securities it already owns. A Portfolio may be required to cover certain forward
currency exchange contract positions by establishing a segregated account with
its custodian that will contain only liquid assets, such as U.S. Government
securities or other liquid high-grade debt obligations. Under normal
circumstances, the portfolio manager will limit forward currency contracts to
not greater than 75% of the Portfolio's position in any one country as of the
date the contract is entered into.

Although the Portfolios will seek to benefit by using forward contracts,
anticipated currency movements may not be accurately predicted and the
Portfolios may therefore incur a gain or loss on a forward contract. A forward
contract may help reduce the Portfolios' losses on securities denominated in
foreign currency, but it may also reduce the potential gain on the securities
depending on changes in the currency's value relative to the U.S. dollar or
other currencies.

OPTIONS TRANSACTIONS. Each of the Seligman Henderson Global Portfolios may
purchase put options on portfolio securities in an attempt to provide a hedge
against a decrease in the price of a security held by the Portfolio. A Portfolio
will not purchase options for speculative purposes. Purchasing a put option
gives a Portfolio the right to sell, and obligates the writer to buy, the
underlying security at the exercise price at any time during the option period.

When a Portfolio purchases an option, it is required to pay a premium to
the party writing the option and a commission to the broker selling the option.
If the option is exercised by the Portfolio, the premium and the commission paid
may be greater than the amount of the brokerage commission charged if the
security were to be purchased or sold directly. See "Investment Policies and
Restrictions" in the Statement of Additional Information.

P-15
<PAGE>

TEMPORARY INVESTMENTS. When the Subadviser believes that market conditions
warrant a temporary defensive position, a Portfolio may invest up to 100% of its
assets in short-term instruments such as commercial paper, bank certificates of
deposit, bankers' acceptances, or repurchase agreements for such securities and
securities of the U.S. Government and its agencies and instrumentalities, as
well as cash and cash equivalents denominated in foreign currencies. Investments
in domestic bank certificates of deposit and bankers' acceptances will be
limited to banks that have total assets in excess of $500 million and are
subject to regulatory supervision by the U.S. Government or state governments. A
Portfolio's investments in commercial paper of U.S. issuers will be limited to
(a) obligations rated Prime-1 by Moody's or A-1 by S&P or (b) unrated
obligations issued by companies having an outstanding unsecured debt issue
currently rated A or better by S&P. A description of various commercial paper
ratings and debt securities ratings appears in the Appendix to this Prospectus.
A Portfolio's investments in foreign short-term instruments will be limited to
those that, in the opinion of the Subadviser, equate generally to the standards
established for U.S. short-term instruments.

SELIGMAN HIGH-YIELD BOND PORTFOLIO

The objective of this Portfolio is to produce maximum current income. The
Portfolio seeks to achieve its objective by following a policy of investing in a
diversified range of high-yield, high-risk, medium and lower quality corporate
bonds and notes, commonly referred to as "junk bonds". Generally, bonds and
notes providing the highest yield are unrated or carry lower ratings (Baa or
lower by Moody's or BBB or lower by S&P) than those assigned by S&P or Moody's
to investment-grade bonds and notes. A description of the S&P and Moody's rating
categories is set forth in the Appendix to this Prospectus. While providing
higher yields, these bonds and notes are subject to greater risks of loss of
principal and income than higher-rated bonds and notes and are considered to be
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal. They are also generally considered to be subject to greater
price volatility due to market risks than higher rated bonds and notes.

The amount of outstanding high-yield, lower-rated corporate securities has
recently proliferated. Based on industry estimates, the market grew from $20
billion in outstanding securities to in excess of $270 billion, principally over
the past ten years, a period of national economic expansion. An economic
downturn could adversely impact issuers' abilities to pay interest and repay
principal and could result in issuers' defaulting on such payments. The value of
the Portfolio's bonds and notes will be affected like all fixed-income
securities by market conditions relating to changes in prevailing interest
rates. However, the value of lower-rated or unrated corporate bonds and notes is
also affected by investors' perceptions. When economic conditions appear to be
deteriorating, lower-rated or unrated corporate bonds and notes may decline in
market value due to investors' heightened concerns and perceptions over credit
quality. If the security is downgraded, the Portfolio may retain the security.

The Portfolio may invest in "zero coupon" (interest payments accrue until
maturity) and "pay-in-kind" (interest payments are made in cash or additional
shares) bonds. Such securities may be subject to greater fluctuations in value
as they tend to be more speculative than income bearing securities. Fluctuations
in the market prices of the securities owned by the Portfolio result in
corresponding fluctuations and volatility in the net asset value of the shares
of the Portfolio.

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

The ratings of fixed-income securities by Moody's and S&P are a generally
accepted barometer of credit risk. They are, however, subject to certain
limitations from an investor's standpoint. The rating of an issuer is heavily
weighted by past developments and does not necessarily reflect probable future
conditions. There is frequently a lag between the time the rating is assigned
and the time it is updated. In addition there may be varying degrees of
difference in credit risk of securities within each rating category.

The Manager will try to minimize the risk inherent in the Portfolio's
investment objective through credit analysis, diversification and attention to
current developments and trends in interest rates and economic conditions.
However, there can be no assurance that losses will not occur and an investment
in the Portfolio is appropriate for you only if you can bear the high risk
inherent in seeking maximum current income by investing in high-yielding

P-16
<PAGE>

corporate bonds and notes which are unrated or carry lower ratings than those
assigned by S&P or Moody's to investment-grade bonds.

Except for temporary defensive purposes, at least 80% of the value of the
Portfolio's total assets will be invested in high-yielding, income-producing
corporate bonds. This investment policy is a fundamental policy and may not be
changed by the Board of Directors of the Fund without the vote of a majority of
the Portfolio's outstanding voting securities. The Portfolio may invest up to
20% of the value of its total assets in a range of high-yield, medium and lower
quality corporate notes, short-term money market instruments, including
certificates of deposit of banks having total assets of more than $1 billion and
which are members of the FDIC, bankers' acceptances and interest-bearing savings
or time deposits of such banks, commercial paper of prime quality rated A-1 or
higher by S&P or Prime-1 or higher by Moody's or, if not rated, issued by
companies which have an outstanding debt issue rated AA or higher by S&P or Aa
or higher by Moody's, securities issued, guaranteed or insured by the U.S.
Government, its agencies and instrumentalities and other income-producing cash
items. The Portfolio may invest temporarily for defensive purposes without limit
in the foregoing securities.

SELIGMAN INCOME PORTFOLIO

The primary investment objective of this Portfolio is to provide
shareholders with high current income consistent with what is believed to be
prudent risk of capital; secondarily, the Portfolio seeks to provide the
possibility of improvement in income and capital value over the longer term.
Assets are invested in securities carefully selected in light of the Portfolio's
investment objectives and diversified to limit risk. The distribution of
investments between different types of securities is governed by a fundamental
policy, which can be changed only by the vote of the shareholders, that at least
25% of the market value of gross assets must at all times be in cash, bonds
and/or preferred stocks. Under an investment policy established by the Board of
Directors, at least 80% of assets will be invested in income-producing
securities.

Subject to that limitation, assets may be invested in many different types
of securities, including money market instruments, fixed-income securities such
as bonds, debentures and preferred stocks, senior securities convertible into
common stocks, and common stocks.

Convertible bonds are convertible at a stated exchange rate or price into
common stock. Before conversion, convertible securities are similar to
non-convertible debt securities in that they provide a steady stream of income
with generally higher yields than an issuer's equity securities. The market
value of all debt securities, including convertible securities, tends to decline
as interest rates increase and to increase as interest rates decline. In
general, convertible securities may provide lower interest or dividend yields
than non-convertible debt securities of similar quality, but they may also allow
investors to benefit from increases in the market price of the underlying common
stock. When the market price of the underlying common stock increases, the price
of the convertible security tends to reflect the increase. When the market price
of the underlying common stock declines, the convertible security tends to trade
on the basis of yield, and may not depreciate to the same extent as the
underlying common stock. In an issuer's capital structure, convertible
securities are senior to common stocks. They are therefore of higher quality and
involve less risk than the issuer's common stock, but the extent to which risk
is reduced depends largely on the extent to which the convertible security sells
above its value as a fixed-income security. In selecting convertible securities
for the Portfolio, the Manager evaluates such factors as economic and business
conditions involving the issuer, future earnings growth potential of the issuer,
potential for price appreciation of the underlying equity, the value of
individual securities relative to other investment alternatives, trends in the
determinants of corporate profits and capability of management. In evaluating a
convertible security, the Manager gives emphasis to the attractiveness of the
underlying common stock and the capital appreciation opportunities that the
convertible bonds present. Convertible securities can be callable or redeemable
at the issuer's discretion, in which case the Manager would be forced to seek
alternative investments. The Portfolio may invest in debt securities convertible
into equity securities rated as low as CC by S&P or Ca by Moody's. Debt
securities rated below investment grade (frequently referred to as "junk bonds")
often have speculative characteristics and will be subject to greater market
fluctuations and risk of loss of income and principal than higher-rated
securities. A description of credit ratings and risks associated with
lower-rated debt securities is set forth in the Appendix to this Prospectus. The
Manager does not rely on the ratings of these securities in making investment
decisions but performs its own analysis, based on the factors described above,
in light of the Portfolio's investment objectives.

P-17
<PAGE>

The Portfolio does not expect to invest more than 5% of its assets in
non-convertible bonds, notes and debentures ("bonds") rated below BBB by S&P or
Baa by Moody's. Although bonds rated in the fourth credit rating category (BBB
or Baa) are commonly referred to as investment grade, they may have speculative
characteristics. The Appendix to this Prospectus contains a description of
credit ratings and the risks associated with lower-rated debt securities, which
tend to be more speculative and riskier than higher-rated debt securities.

The following table sets forth the weighted average ratings of the
Portfolio invested in debt securities, including convertible bonds, for the year
ended December 31, 1994. The balance of the Portfolio is invested in equity
securities. When securities received different ratings from S&P and Moody's, the
table reflects the higher rating.

AAA/Aaa..................................... 2.9%
AA/Aa....................................... --
A/A......................................... 5.1%
BBB/Baa..................................... 25.6%
BB/Ba....................................... 5.4%
B/B......................................... 17.9%
CCC/Caa..................................... --
CC/Ca....................................... --
Non-rated................................... 4.5%

OTHER INVESTMENT POLICIES

The Fund's Portfolios may invest for either the long or short term in their
efforts to attain their objectives, and changes in investments may be made
whenever considered advisable by the Manager or, in the case of the Global
Portfolio and the Global Smaller Companies Portfolio, the Subadviser. Except as
otherwise noted, each of the Portfolios may engage in transactions involving the
types of securities and investment strategies described below. Further
information about these strategies is included in the Fund's Statement of
Additional Information.

REPURCHASE AGREEMENTS. Each Portfolio may hold cash or cash equivalents and
may enter into repurchase agreements with respect to securities; normally
repurchase agreements relate to money market obligations backed by the full
faith and credit of the U.S. Government. Repurchase agreements are transactions
in which an investor (e.g., any of the Fund's Portfolios) purchases a security
from a bank, recognized securities dealer, or other financial institution and
simultaneously commits to resell that security to such institution at an agreed
upon price, date and market rate of interest unrelated to the coupon rate or
maturity of the purchased security. A repurchase agreement thus involves the
obligation of the bank or securities dealer to pay the agreed upon price on the
date agreed to, which obligation is in effect secured by the value of the
underlying security held by the Portfolio. Repurchase agreements could involve
certain risks in the event of bankruptcy or other default by the seller,
including possible delays and expenses in liquidating the securities underlying
the agreement, decline in value of the underlying securities and loss of
interest. Although repurchase agreements carry certain risks not associated with
direct investments in securities, each Portfolio intends to enter into
repurchase agreements only with financial institutions believed to present
minimum credit risks in accordance with guidelines established by the Fund's
Board of Directors. The creditworthiness of such institutions will be reviewed
and monitored under the general supervision of the Board of Directors. The
Portfolios will invest only in repurchase agreements collateralized in an amount
at least equal at all times to the purchase price plus accrued interest.
Repurchase agreements usually are for short periods, such as one week or less,
but may be for longer periods. No Portfolio will enter into a repurchase
agreement with a maturity of more than seven days if, as a result, more than 15%
of the value of its net assets would then be invested in such repurchase
agreements and other illiquid investments.

ILLIQUID SECURITIES. Other than the Seligman Cash Management Portfolio,
each Portfolio may invest up to 15% of its net assets in illiquid securities,
including restricted securities (i.e., securities not readily marketable without
registration under the Securities Act of 1933 (the "1933 Act")) and other
securities that are not readily marketable. Each Portfolio, other than the
Seligman Cash Management Portfolio, may purchase restricted securities that can
be offered and sold to "qualified institutional buyers" under Rule 144A of the
1933 Act, and the Fund's Board of Directors may determine, when appropriate,
that specific Rule 144A securities are liquid and not subject to the 15%

P-18
<PAGE>

limitation on illiquid securities. Should the Board of Directors make this
determination, it will carefully monitor the security (focusing on such factors,
among others, as trading activity and availability of information) to determine
that the Rule 144A security continues to be liquid. It is not possible to
predict with assurance exactly how the market for restricted securities offered
and sold under Rule 144A will develop. This investment practice could have the
effect of increasing the level of illiquidity in a Portfolio to the extent that
qualified institutional buyers become for a time uninterested in purchasing Rule
144A securities.

SHORT SALES. Each of the Seligman Henderson Global Portfolios may sell
securities short "against-the-box." A short sale "against-the-box" is a short
sale in which the Portfolio owns an equal amount of the securities sold short or
securities convertible into or exchangeable without payment of further
consideration for securities of the same issue as, and equal in amount to, the
securities sold short.

FOREIGN SECURITIES. Each of the Fund's Portfolios may invest in commercial
paper and certificates of deposit issued by foreign banks and may invest in
other securities of foreign issuers directly or through ADRs, ADSs, EDRs or
GDRs. Foreign investments may be affected favorably or unfavorably by changes in
currency rates and exchange control regulations. There may be less information
available about a foreign company than about a U.S. company and foreign
companies may not be subject to reporting standards and requirements comparable
to those applicable to U.S. companies. Foreign securities may not be as liquid
as U.S. securities. Securities of foreign companies may involve greater market
risk than securities of U.S. companies, and foreign brokerage commissions and
custody fees are generally higher than in the U.S. Investments in foreign
securities may also be subject to local economic or political risks, political
instability and possible nationalization of issuers. A Portfolio may invest up
to 10% of its total assets in foreign securities (except the Global Portfolio
and the Global Smaller Companies Portfolio, which may invest up to 100% of their
total assets in foreign securities), except that this 10% limit does not apply
to foreign securities held through ADRs, ADSs, EDRs or GDRs or to commercial
paper and certificates of deposit issued by foreign banks.

LENDING OF PORTFOLIO SECURITIES AND BORROWING. Other than the Seligman Cash
Management Portfolio, each of the Fund's Portfolios may lend portfolio
securities to banks or other institutional borrowers, provided that securities
loaned by each of the Seligman Henderson Global Portfolios may not exceed 331/3%
of the Portfolios' total assets taken at market value. The Fund's Portfolios
will not lend portfolio securities to any institutions affiliated with the Fund.
The borrower must maintain with the Fund's custodian bank cash or equivalent
collateral equal to at least 100% of the market value of the securities loaned.
During the time portfolio securities are on loan, the borrower is required to
pay an amount equal to any dividends or interest paid on the securities to the
lending Portfolio. In addition, the lending Portfolio may invest the cash
collateral and earn additional income or may receive an agreed upon amount of
interest income from the borrower. The lending of portfolio securities could
involve the risk of delays in receiving additional collateral or in the recovery
of securities and possible loss of rights in collateral in the event that a
borrower fails financially.

Except as noted below, a Portfolio may not borrow money except from banks
for temporary purposes (but not for the purpose of purchasing portfolio
securities) in an amount not to exceed 10% of the value of the total assets of
that Portfolio. In addition, the Seligman Frontier Portfolio and the Seligman
High-Yield Bond Portfolio will not purchase additional portfolio securities if
that Portfolio has outstanding borrowings in excess of 5% of the value of its
total assets.

The Seligman Capital Portfolio, the Seligman Common Stock Portfolio and the
Seligman Communications and Information Portfolio may from time to time borrow
money in order to purchase securities. Borrowings may be made only from banks
and each of these Portfolios may not borrow in excess of one-third of the market
value of its assets, less liabilities other than such borrowing, or pledge more
than 10% of its total assets, taken at cost, to secure the borrowing. Current
asset value coverage of three times any amount borrowed by the respective
Portfolio is required at all times. Borrowed money creates an opportunity for
greater capital appreciation, but at the same time increases exposure to capital
risk. The net cost of any money borrowed would be an expense that otherwise
would not be incurred, and this expense will reduce the Portfolio's net
investment income in any given period. Any gain in the value of securities
purchased with money borrowed to an amount in excess of amounts borrowed plus
interest would cause the net asset value of the Portfolio's shares to increase
more than otherwise would be the case. Conversely, any decline in the value of
securities purchased to an amount below the amount borrowed plus interest would
cause the net asset value to decrease more than would otherwise be the case.

P-19
<PAGE>

Each of the Seligman Henderson Global Portfolios may from time to time
borrow money for temporary, extraordinary or emergency purposes and may invest
the funds in additional securities. Borrowings for the purchase of securities
will not exceed 5% of the Portfolio's total assets and will be made at
prevailing interest rates.

WHEN-ISSUED SECURITIES. The Seligman Fixed Income Securities Portfolio and
the Seligman High-Yield Bond Portfolio may purchase securities on a when-issued
basis. Settlement of such transactions (i.e., delivery of securities and payment
of purchase price) normally takes place within 45 days after the date of the
commitment to purchase. Although the Seligman High-Yield Bond Portfolio will
purchase a security on a when-issued basis only with the intention of actually
acquiring the securities, the Portfolio may sell these securities before the
purchase settlement date if it is deemed advisable.

At the time a Portfolio enters into such a commitment both payment and
interest terms will be established prior to settlement; there is a risk that
prevailing interest rates on the settlement date will be greater than the
interest rate terms established at the time the commitment was entered into.
When-issued securities are subject to changes in market value prior to
settlement based upon changes, real or anticipated, in the level of interest
rates or creditworthiness of the issuer. If a Portfolio remains substantially
fully invested at the same time that it has purchased securities on a
when-issued basis, the market value of that Portfolio's assets may fluctuate
more than otherwise would be the case. For this reason, accounts for each
Portfolio will be established with the Fund's custodian consisting of cash
and/or liquid high-grade debt securities equal to the amount of each Portfolio's
when-issued commitment; these accounts will be valued each day and additional
cash and/or liquid high-grade debt securities will be added to an account in the
event that the current value of the when-issued commitment increases. When the
time comes to pay for when-issued securities, a Portfolio will meet its
respective obligations from then available cash flow, sale of securities held in
the separate account, sale of other securities, or from the sale of the
when-issued securities themselves (which may have a value greater or less than a
Portfolio's payment obligations). Sale of securities to meet when-issued
commitments carries with it a greater potential for the realization of capital
gain or loss.

MANAGEMENT SERVICES

The Board of Directors provides broad supervision over the affairs of the
Fund. Pursuant to management agreements approved by the Board of Directors (the
"Management Agreements"), the Manager manages the investments of each Portfolio
and administers its business and other affairs. The address of the Manager is
100 Park Avenue, New York, New York 10017.

Mr. William C. Morris is Chairman and President of the Manager and Chairman
of the Board and Chief Executive Officer of the Fund. Mr. Morris owns a majority
of the outstanding voting securities of the Manager.

For its services under the Management Agreements, the Manager receives a
fee, calculated daily and payable monthly, at an annual rate of .40% of the
average daily net assets of the Seligman Capital Portfolio, the Seligman Cash
Management Portfolio, the Seligman Common Stock Portfolio, the Seligman Fixed
Income Securities Portfolio, and the Seligman Income Portfolio, at an annual
rate of .50% of the average daily net assets of the Seligman High-Yield Bond
Portfolio, and at an annual rate of .75% of the average daily net assets of the
Seligman Communications and Information Portfolio and the Seligman Frontier
Portfolio.

Each of the Seligman Henderson Global Portfolios pay the Manager a
management fee, calculated daily and payable monthly, equal to an annual rate of
1.00% of the average daily net assets of each Portfolio, of which .90% is paid
to the Subadviser for the services described below. This management fee is
higher than that of the other Portfolios of the Fund and of most investment
companies but is comparable to that of most global equity funds.

The Manager voluntarily has agreed to waive its management fee and to
reimburse all expenses for the Seligman Cash Management Portfolio, and has
voluntarily agreed to reimburse annual expenses (other than the management fee)
that exceed .20% of average net assets for each of the Seligman Capital,
Seligman Common Stock, Seligman Communications and Information, Seligman Fixed
Income Securities, Seligman Frontier, Seligman High-Yield Bond and Seligman
Income Portfolios. There is no assurance that the Manager will continue this
policy in the future.

P-20
<PAGE>

For the year/period ended December 31, 1994, the Subadviser voluntarily
agreed to reimburse certain annual expenses (other than the management fee) that
exceeded .20% of average net assets for the Global Portfolio and the Global
Smaller Companies Portfolio and will continue to do so for the period prior to
May 1, 1995. Effective May 1, 1995, the Subadviser has agreed to reimburse
annual expenses (other than the management fee) that exceed .40% of average net
assets.

The management fee paid by each Portfolio expressed as a percentage of
average daily net assets of that Portfolio is presented in the following table
for the fiscal year/period ended December 31, 1994. Total expenses for each
Portfolio's shares, expressed as an annualized percentage of average daily net
assets, are also presented in the following table for the year/period ended
December 31, 1994.
<TABLE>
<CAPTION>
ANNUALIZED EXPENSE
MANAGEMENT FEE RATE RATIOS FOR
FOR THE YEAR ENDED THE YEAR/PERIOD ENDED
PORTFOLIO 12/31/94 12/31/94*
------- ------------------- -----------------------
<S> <C> <C>
Capital Portfolio.................................... .40% .60%
Cash Management Portfolio............................ -* -
Common Stock Portfolio............................... .40 .60
Communications and Information Portfolio............. .75+ .95
Fixed Income Securities Portfolio.................... .40 .60
Frontier Portfolio................................... .75+ .95
Global Portfolio..................................... 1.00 1.20
Global Smaller Companies Portfolio................... 1.00+ 1.20
Income Portfolio..................................... .40
</TABLE>
.60
---------------
* During the year/period ended December 31, 1994, the Manager, at its
discretion, waived all of its fees for the Seligman Cash Management
Portfolio, and the Manager or Subadviser elected to reimburse all or a
portion of the expenses for each Portfolio.
+ Annualized.

The High-Yield Bond Portfolio commenced operations on May 1, 1995. The
Management Fee Rate and the Annualized Expense Ratio for the High-Yield Bond
Portfolio for the period May 1, 1995 through September 30, 1995, on an
annualized basis, was .50% and .70%, respectively, of the average daily net
assets of the Portfolio.

The Manager also serves as manager of sixteen other investment companies,
which, together with the Fund, make up the "Seligman Group." The aggregate
assets of the Seligman Group are approximately $11 billion. The Manager also
provides investment management or advice to individual and institutional
accounts having an aggregate value of approximately $3.8 billion.

The Fund bears all expenses of its organization, operations, and business
not specifically assumed or agreed to be paid by the Manager as provided in the
Management Agreements. In particular, but without limiting the generality of the
foregoing, the Fund pays brokerage commissions, custody expenses and expenses
relating to computation of the Fund's net asset value per share, including the
cost of any equipment or services used for obtaining price quotations; legal and
accounting fees and expenses; fees and expenses of registering the Fund under
the federal securities laws; taxes or governmental fees payable by or with
respect to the Fund to federal, state, or other governmental agencies, domestic
or foreign, including stamp or other transfer taxes; fees, dues, and other
expenses incurred in connection with the Fund's membership in any trade
association or other investment organization; and such nonrecurring expenses as
may arise, including litigation costs.

THE SUBADVISER. Seligman Henderson Co. serves as Subadviser to the Global
Portfolio and the Global Smaller Companies Portfolio pursuant to Subadvisory
Agreements between the Manager and the Subadviser (the "Subadvisory
Agreements"). The Subadvisory Agreements provide that the Subadviser will
supervise and direct the Portfolios' international investments in accordance
with the Portfolios' investment objectives, policies and restrictions. Seligman
Henderson Co. was created to provide international and global investment
management services to institutional and individual investors and investment
companies in the U.S. The address of the Subadviser is 100 Park Avenue, New
York, New York 10017.

P-21
<PAGE>

PORTFOLIO MANAGERS. Loris D. Muzzatti, a Managing Director of the Manager,
serves as Vice President of the Fund and has been the Portfolio Manager of the
Seligman Capital Portfolio since December 1988. Mr. Muzzatti, who joined the
Manager in 1985, also manages a portion of the Manager's leading institutional
accounts. Mr. Muzzatti is also a co-manager of the Global Growth Opportunities
Portfolio. The Portfolio Manager's discussion of the Portfolio's performance, as
well as a line graph illustrating comparative performance information between
the Portfolio, the Standard & Poor's 500 Composite Stock Price Index and the
Lipper Capital Appreciation Fund Average, is included in the Fund's 1994 Annual
Report to Shareholders.

Charles C. Smith, Jr., a Managing Director of the Manager since January 1,
1994, serves as Vice President of the Fund and has been Portfolio Manager of the
Seligman Common Stock Portfolio and the Seligman Income Portfolio since December
1991. Mr. Smith, who joined the Manager in 1985 as Vice President, Investment
Officer and became Senior Vice President, Senior Investment Officer in 1992,
also manages Seligman Common Stock Fund, Inc. and Seligman Income Fund, Inc.
Stacey G. Navin, Vice President of the Manager, serves as Vice President of the
Fund and has been a Co-Portfolio Manager of the Seligman Common Stock Portfolio
and the Seligman Income Portfolio since December 1991. Ms. Navin, who joined the
Manager in 1986 and assumed her current responsibilities in 1988, also
co-manages Seligman Common Stock Fund, Inc. and Seligman Income Fund, Inc. The
Portfolio Manager's discussion of the Seligman Common Stock Portfolio's
performance, as well as a line graph illustrating comparative performance
information between the Seligman Common Stock Portfolio, the Standard & Poor's
500 Composite Stock Price Index and the Lipper Growth and Income Fund Average,
is included in the Fund's 1994 Annual Report to Shareholders. The Portfolio
Manager's discussion of the Seligman Income Portfolio's performance, as well as
a line graph illustrating comparative performance information between the
Seligman Income Portfolio, the Standard & Poor's 500 Composite Stock Price
Index, and the Lipper Income Fund Average, is included in the Fund's 1994 Annual
Report to Shareholders.

Paul H. Wick, a Managing Director of the Manager, serves as Vice President
of the Fund and is the Portfolio Manager of the Seligman Communications and
Information Portfolio and the Seligman Frontier Portfolio, and a co-manager of
the Global Technology Portfolio. Mr. Wick, who joined the Manager in 1987, also
manages Seligman Communications and Information Fund, Inc. and Seligman Frontier
Fund, Inc., and co-manages Seligman Henderson Global Technology Fund, a series
of Seligman Henderson Global Fund Series, Inc. The Portfolio Manager's
discussion of the Seligman Communications and Information Portfolio's
performance, as well as a line graph illustrating comparative information
between the Seligman Communications and Information Portfolio, the Standard &
Poor's 500 Composite Stock Price Index and the Lipper Science and Technology
Fund Average, is included in the Fund's 1994 Annual Report to Shareholders. The
Portfolio Manager's discussion of the Seligman Frontier Portfolio's performance,
as well as a line graph illustrating comparative information between the
Seligman Frontier Portfolio, the National Association of Securities Dealers
Automated Quotations ("NASDAQ") and the Lipper Small Company Fund Average, is
included in the Fund's 1994 Annual Report to Shareholders.

Leonard J. Lovito, a Vice President of the Manager, serves as Vice
President of the Fund and has been Portfolio Manager of the Seligman Fixed
Income Securities Portfolio since January 1, 1994 and of the Seligman Cash
Management Portfolio and Seligman Cash Management Fund, Inc. since January 1,
1995. Mr. Lovito, who joined the Manager in 1984, manages the Seligman U.S.
Government Securities Series of Seligman High Income Fund Series. The Portfolio
Manager's discussion of the Seligman Fixed Income Securities Portfolio's
performance, as well as a line graph illustrating comparative performance
information between the Seligman Fixed Income Securities Portfolio, the Standard
& Poor's 500 Composite Stock Price Index, the Lehman Brothers Government Bond
Index, and the Lipper Fixed Income Fund Average, is included in the Fund's 1994
Annual Report to Shareholders.

Daniel J. Charleston, a Vice President of the Manager, serves as a Vice
President of the Fund and is the Portfolio Manager of the Seligman High-Yield
Bond Portfolio. Mr. Charleston, who joined the Manager in 1987, has also managed
the Seligman High-Yield Bond Series of Seligman High Income Fund Series since
1989.

The Subadviser's International Policy Group has overall responsibility for
directing and overseeing all aspects of investment activity for each of the
Seligman Henderson Global Portfolios and provides international investment
policy, including country weightings, asset allocations and industry sector
guidelines, as appropriate. Mr. Iain C. Clark, a Managing Director and the Chief
Investment Officer of the Subadviser, is responsible for the day-to-day
investment activity of the Global Portfolio and the Global Smaller Companies
Portfolio. Mr. Clark, who joined the Subadviser in 1992, has been a Director of
Henderson Administration Group plc and Henderson International, Ltd. and
Secretary, Treasurer and Vice President of Henderson International, Inc. since
1985. Mr. Clark's discussion of the Global Portfolio's performance, as well as a

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line graph illustrating comparative performance information between the Global
Portfolio, the Morgan Stanley Capital International ("MSCI") World Index and the
MSCI Europe-Asia-Far East Index, is included in the Fund's 1994 Annual Report to
Shareholders. Mr. Clark's discussion of the Global Smaller Companies Portfolio's
performance, as well as a line graph illustrating comparative information
between the Global Smaller Companies Portfolio, the MSCI World Index, and the
Lipper Global Small Company Fund Average, is included in the Fund's 1994 Annual
Report to Shareholders.

Brian Ashford-Russell, a Portfolio Manager with Henderson Administration
Group plc since February 1993, is the co-manager of the Global Technology
Portfolio. Mr. Ashford-Russell and Mr. Wick have responsibility for directing
and overseeing the international and domestic investments, respectively, of the
Global Technology Portfolio including the selection of individual securities for
purchase or sale. Mr. Ashford-Russell was previously a Portfolio Manager with
Touche Remnant & Co.

Nitin Mehta, a Portfolio Manager with Henderson Administration Group plc
since September 1994, is the co-manager of the Global Growth Opportunities
Portfolio. Mr. Mehta and Mr. Muzzatti have responsibility for directing and
overseeing the international and domestic investments, respectively, of the
Global Growth Opportunities Portfolio including the selection of individual
securities for purchase or sale. From May 1993 to September, 1994, Mr. Mehta was
Head of Currency Management and Derivatives at Quorum Capital Management. From
February 1993 to May 1993 he was a consultant with International Finance
Corporation. From 1986 through 1992, he was Head of Equity Investments at
Shearson Lehman Global Asset Management.

Copies of the Fund's 1994 Annual Report to Shareholders may be obtained,
without charge, by calling or writing the Fund at the telephone numbers or
address listed on the front page of this Prospectus.

PORTFOLIO TRANSACTIONS, PORTFOLIO TURNOVER AND VALUATION

PORTFOLIO TRANSACTIONS. In directing transactions involving exchange-listed
securities, the Manager (or in the case of the Seligman Henderson Global
Portfolios, the Manager or the Subadvisor) will seek the most favorable price
and execution, and consistent with that policy may give consideration to the
research, statistical, and other services furnished by brokers or dealers to the
Manager or the Subadviser for its use. In addition, the Manager and Subadviser
are authorized to place orders with brokers who provide supplemental investment
and market research and security and economic analysis, although the use of such
brokers may result in a higher brokerage charge to a Portfolio than the use of
brokers selected solely on the basis of seeking the most favorable price and
execution although such research and analysis received may be useful to the
Manager or the Subadviser in connection with their services to other clients as
well as to the Portfolios. Portfolio transactions for the Seligman Cash
Management Portfolio, Seligman Fixed Income Securities Portfolio and Seligman
High-Yield Bond Portfolio, which invest in debt securities generally traded in
the over-the-counter market, and transactions by any of the other Portfolios in
debt securities traded on a "principal basis" in the over-the-counter market are
normally directed by the Manager or the Subadviser to dealers in the
over-the-counter market, which dealers generally act as principals for their own
accounts.

Consistent with the rules of the National Association of Securities
Dealers, Inc. and subject to seeking the most favorable price and execution
available and such other policies as the Directors may determine, the Manager or
Subadviser may consider sales of the variable contracts which are funded though
CLVA-2, CLVA-3, Canada Life Separate Accounts (collectively, "Canada Life
Accounts") and, if permitted by applicable laws, of the other Funds in the
Seligman Group as a factor in the selection of brokers or dealers to execute
portfolio transactions for the Fund.

PORTFOLIO TURNOVER. A change in securities held by any Portfolio is known
as "portfolio turnover" and may involve the payment by the Fund of dealer
spreads or underwriting commissions and other transactions costs on the sale of
securities as well as on the reinvestment of the proceeds in other securities.
Changes will be made whenever the Manager or, in the case of the Seligman
Henderson Global Portfolios, the Subadviser, believes such changes will
strengthen any Portfolio's position. Portfolio turnover will vary from year to
year as well as within a year and may exceed 100%.

VALUATION. The net asset value of the shares of each Portfolio will be
computed each day, Monday through Friday, as of the close of the New York Stock
Exchange (usually 4:00 p.m., New York City time), on days the New York Stock

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Exchange is open for trading. Securities of each Portfolio (except Seligman Cash
Management Portfolio) are valued at current market value, or in the absence
thereof, at fair value in accordance with procedures approved by the Board of
Directors. For purposes of determining the net asset value per share of each of
the Seligman Henderson Global Portfolios, securities traded on a foreign
exchange or over-the-counter market are valued at the last sales price on the
primary exchange or market on which they are traded. United Kingdom securities
and securities for which there are no recent sales transactions are valued based
on quotations provided by primary market makers in such securities. Any
securities for which recent market quotations are not readily available are
valued at fair value determined in accordance with procedures approved by the
Board of Directors. Short-term holdings maturing in 60 days or less are
generally valued at amortized cost if their original maturity was 60 days or
less. Short-term holdings with more than 60 days remaining to maturity will be
valued at current market value until the 61st day prior to maturity, and will
then be valued on an amortized cost basis based on the value of such date unless
the Board determines that this amortized cost value does not represent fair
market value.

Securities held by the Seligman Cash Management Portfolio are valued using
the amortized cost method. This method is designed to stabilize the net asset
value of that Portfolio at $1.00 per share. The Board of Directors will monitor
closely the stabilization of the net asset value at $1.00 per share and has
adopted procedures to facilitate such stabilization. More information regarding
this method of valuation is contained in the Statement of Additional
Information.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Portfolio of the Fund intends to qualify as a "regulated investment
company" under certain provisions of the Internal Revenue Code of 1986, as
amended (the "Code"). Under such provisions, the Fund's Portfolios will be
subject to federal income tax only with respect to undistributed net investment
income and net realized capital gain. Each of the Fund's Portfolios will be
treated as a separate entity. Dividends on the Seligman Cash Management
Portfolio will be declared daily and reinvested monthly in additional full and
fractional shares of the Seligman Cash Management Portfolio; it is not expected
that this Portfolio will realize capital gains. Dividends and capital gain
distributions from each of the other Portfolios will be declared and paid
annually and will be reinvested at the net asset value of such shares of the
Portfolio that declared such dividend or gain distribution. Dividend and gain
distributions are generally not currently taxable to owners of the CLVA-2,
CLVA-3 or VCA-9 Contracts; further information regarding the tax consequences of
an investment in the Fund is contained in the separate prospectus or disclosure
documents of the Canada Life Accounts and VCA-9.

PURCHASES AND REDEMPTIONS

Shares of the Portfolios will be offered only to Canada Life Accounts and
VCA-9. Shares of the Fund will be purchased and redeemed by Canada Life Accounts
and VCA-9 at net asset value, without charge. However, the Canada Life Accounts
and VCA-9 Contracts are sold subject to certain fees and charges. These fees and
charges for the Canada Life Accounts and VCA-9 Contracts are more fully
described in the prospectuses or disclosure documents for Canada Life Accounts
and VCA-9 which should be read together with this Prospectus, as applicable.
Purchase or redemption requests received by the Fund prior to 4:00 p.m., New
York City time are effected at the applicable Portfolio's net asset value per
share calculated on the date such purchase or redemption requests are received.

Any inquiries regarding the Fund should be directed in writing to Seligman
Financial Services, Inc., 100 Park Avenue, New York, New York 10017, or by
calling the telephone numbers listed on the front page of the Prospectus.
Seligman Financial Services, Inc. is an affiliate of the Manager and distributor
of the contracts funded through the Canada Life Accounts.

CUSTODIANS AND TRANSFER AGENT

Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City,
Missouri 64105, acts as custodian of the Fund's assets, except for the assets of
each of the Seligman Henderson Global Portfolios, as well as transfer and
dividend disbursing agent.

Morgan Stanley Trust Company, One Pierrepont Plaza, Brooklyn, New York
11201, acts as custodian of the assets of the Global Portfolio and the Global
Smaller Companies Portfolio.

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<PAGE>

ORGANIZATION AND CAPITALIZATION

The Fund is an open-end diversified management investment company
incorporated under the laws of the state of Maryland on June 24, 1987 under the
name Seligman Mutual Benefit Portfolios, Inc. The Fund's name was changed to
Seligman Portfolios, Inc. on April 15, 1993. Directors of the Fund have
authority to issue a total of 1,000,000,000 shares, each with a par value of
$.001. The Fund presently has ten separate series of common stock, each of which
maintains a separate investment portfolio, designated as follows: Seligman
Capital Portfolio; Seligman Cash Management Portfolio; Seligman Common Stock
Portfolio; Seligman Communications and Information Portfolio; Seligman Fixed
Income Securities Portfolio; Seligman Frontier Portfolio; Seligman Henderson
Global Portfolio; Seligman Henderson Global Smaller Companies Portfolio;
Seligman High-Yield Bond Portfolio; and Seligman Income Portfolio. Each share
represents an equal proportionate interest in the respective series and shares
entitle their holders to one vote per share. Shares have noncumulative voting
rights, do not have preemptive or subscription rights, are transferable and are
fully paid and non-assessable. In accordance with current policy of the SEC,
holders of the Canada Life Accounts and VCA-9 Contracts have the right to
instruct Canada Life and MBL Life, respectively, as to voting Fund shares held
by such Canada Life Accounts and VCA-9, respectively, on all matters to be voted
on by Fund shareholders. Such rights may change in accordance with changes in
policies of the SEC. Voting rights of the participants in the Canada Life
Accounts and VCA-9 are more fully set forth in the prospectus or disclosure
document relating to that account, as applicable, which should be read together
with this Prospectus. The Directors of the Fund have authority to create
additional portfolios and to classify and reclassify shares of capital stock
without further action by shareholders and additional series may be created in
the future. Under Maryland corporate law, the Fund is not required to hold
annual meetings and it is the intention of the Fund's Directors not to do so.
However, special meetings of shareholders will be held for action by
shareholders as may be required by the 1940 Act, the Fund's Articles of
Incorporation and By-Laws, or Maryland corporate law.

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<PAGE>

APPENDIX

MOODY'S INVESTORS SERVICE (MOODY'S)

DEBT SECURITIES

AAA: Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk. Interest payments are protected by
a large or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.
AA: Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than Aaa bonds because margins of
protection may not be as large or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.
BAA: Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be characteristically lacking or may be unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact may have speculative characteristics as well.
BA: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during other good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
CAA: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
CA: Bonds which are rated Ca represent obligations which are speculative in
high degree. Such issues are often in default or have other marked shortcomings.
C: Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.
Moody's applies numerical modifiers (1, 2 and 3) in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; modifier 2 indicates a mid-range ranking; and modifier 3
indicates that the issuer ranks in the lower end of its generic rating category.

COMMERCIAL PAPER

Moody's Commercial Paper Ratings are opinions of the ability of issuers to
repay punctually promissory senior debt obligations not having an original
maturity in excess of one year. Issuers rated "Prime-1" or "P-1" indicates the
highest quality repayment ability of the rated issue.
The designation "Prime-2" or "P-2" indicates that the issuer has a strong
ability for repayment of senior short-term promissory obligations. Earnings
trends and coverage ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions.
Ample alternative liquidity is maintained.
The designation "Prime-3" or "P-3" indicates that the issuer has an
acceptable capacity for repayment of short-term promissory obligations. The
effect of industry characteristics and market compositions may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and may require relatively high
financial leverage. Adequate alternate liquidity is maintained.
Issues rated "Not Prime" do not fall within any of the Prime rating
categories.

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

DEBT SECURITIES

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

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

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

BBB: Debt issues rated BBB are regarded as having an adequate capacity to
pay interest and re-pay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and re-pay principal
for bonds in this category than for bonds in higher rated categories.

BB, B, CCC, CC: Debt issues rated BB, B, CCC and CC are regarded on
balance, as predominantly speculative with respect to capacity to pay interest
and pre-pay principal in accordance with the terms of the bond. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposure to adverse
conditions.

C: The rating C is reserved for income bonds on which no interest is being
paid.

D: Debt issues rated D are in default, and payment of interest and/or
repayment of principal is in arrears.

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

COMMERCIAL PAPER

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

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

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

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

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

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

D: Debt rated "D is in payment default.

The ratings assigned by S&P may be modified by the addition of a plus (+)
or minus (-) sign to show relative standing within its major rating categories.

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File No. 33-15253
811-5221
As filed with the Securities and Exchange Commission on FEBRUARY 15, 1996

STATEMENT OF ADDITIONAL INFORMATION
May __, 1996
SELIGMAN PORTFOLIOS, INC.

100 Park Avenue
New York, New York 10017
800-221-7844 - all continental United States, except New York
212-850-1864 - New York State
800-221-2783 - Marketing Services

This Statement of Additional Information expands upon and supplements the
information contained in the current Prospectus of Seligman Portfolios, Inc.
(the "Fund"), dated May __, 1996. It should be read in conjunction with the
Prospectus, which may be obtained by contacting the Fund at the telephone
numbers or address set forth above. This Statement of Additional Information,
although not in itself a Prospectus, is incorporated by reference into the
Prospectus in its entirety.

TABLE OF CONTENTS

INVESTMENT POLICIES AND RESTRICTIONS ........................... 2
DIRECTORS AND OFFICERS ......................................... 7
MANAGEMENT AND EXPENSES ........................................ 11
PORTFOLIO TRANSACTIONS, VALUATION AND REDEMPTION ............... 14
CUSTODIANS AND INDEPENDENT AUDITORS ............................ 16
FINANCIAL STATEMENTS ........................................... 16
APPENDIX A ..................................................... 19

<PAGE>

INVESTMENT POLICIES AND RESTRICTIONS

The Prospectus discusses the investment objectives of each of the Fund's
Portfolios and the policies it employs to achieve those objectives. The
following information regarding the Fund's investment policies supplements the
information contained in the Prospectus.

PURCHASING PUT OPTIONS ON SECURITIES

THE SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES PORTFOLIO, THE SELIGMAN
HENDERSON GLOBAL PORTFOLIO, THE SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES
PORTFOLIO AND THE SELIGMAN HENDERSON GLOBAL TECHNOLOGY PORTFOLIO (COLLECTIVELY,
THE "SELIGMAN HENDERSON GLOBAL PORTFOLIOS") MAY PURCHASE PUT OPTIONS TO PROTECT
ITS PORTFOLIO HOLDINGS IN AN UNDERLYING SECURITY AGAINST A DECLINE IN MARKET
VALUE. THIS HEDGE PROTECTION IS PROVIDED DURING THE LIFE OF THE PUT OPTION SINCE
A PORTFOLIO, AS HOLDER OF THE PUT OPTION, CAN SELL THE UNDERLYING SECURITY AT
THE PUT EXERCISE PRICE REGARDLESS OF ANY DECLINE IN THE UNDERLYING SECURITY'S
MARKET PRICE. IN ORDER FOR A PUT OPTION TO BE PROFITABLE, THE MARKET PRICE OF
THE UNDERLYING SECURITY MUST DECLINE SUFFICIENTLY BELOW THE EXERCISE PRICE TO
COVER THE PREMIUM AND TRANSACTION COSTS. BY USING PUT OPTIONS IN THIS MANNER, A
PORTFOLIO WILL REDUCE ANY PROFIT IT MIGHT OTHERWISE HAVE REALIZED IN THE
UNDERLYING SECURITY BY THE PREMIUM PAID FOR THE PUT OPTION AND BY TRANSACTION
COSTS.

BECAUSE A PURCHASED PUT OPTION GIVES THE PURCHASER A RIGHT AND NOT AN
OBLIGATION, THE PURCHASER IS NOT REQUIRED TO EXERCISE THE OPTION. IF THE
UNDERLYING POSITION INCURS A GAIN, A PORTFOLIO WOULD LET THE PUT OPTION EXPIRE
RESULTING IN A REDUCED PROFIT ON THE UNDERLYING SECURITY EQUAL TO THE COST OF
THE PUT OPTION. THE COST OF THE PUT OPTION IS LIMITED TO THE PREMIUM PLUS
COMMISSION PAID. A PORTFOLIO'S MAXIMUM FINANCIAL EXPOSURE WILL BE LIMITED TO
THESE COSTS.

A PORTFOLIO MAY PURCHASE OPTIONS LISTED ON PUBLIC EXCHANGES AS WELL AS
OVER-THE-COUNTER. OPTIONS LISTED ON AN EXCHANGE ARE GENERALLY CONSIDERED VERY
LIQUID. OTC OPTIONS ARE CONSIDERED LESS LIQUID, AND THEREFORE, WILL ONLY BE
CONSIDERED WHERE THERE IS NOT A COMPARABLE LISTED OPTION. BECAUSE OPTIONS WILL
BE USED SOLELY FOR HEDGING AND DUE TO THEIR RELATIVELY LOW COST AND SHORT
DURATION, LIQUIDITY IS NOT A SIGNIFICANT CONCERN.

A PORTFOLIO'S ABILITY TO ENGAGE IN OPTION TRANSACTIONS MAY BE LIMITED BY TAX
CONSIDERATIONS.

Lending of Portfolio Securities

Certain of the Fund's Portfolios may lend portfolio securities to certain
institutional borrowers of securities and may invest the cash collateral and
obtain additional income or receive an agreed-upon amount of interest from the
borrower. Loans made will generally be short-term and are subject to termination
at the option of the Fund or the borrower. The lending Portfolio may pay
reasonable administrative and custodial fees in connection with a loan and may
pay a negotiated portion of the interest earned on the cash or equivalent
collateral to the borrower or placing broker. The lending Portfolio does not
have the right to vote securities during the period of the loan, but would
terminate the loan and regain the right to vote if that were considered
important with respect to the investment.

Repurchase Agreements

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

Each of the Portfolios has the right to sell securities subject to
repurchase agreements but would be required to deliver identical securities upon
maturity of the repurchase agreement unless the seller failed to pay the
repurchase price. It is not anticipated that securities subject to repurchase

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<PAGE>

agreements will be sold except in the case of default on the obligation to
repurchase. To the extent that the proceeds from any sale upon a default in the
obligation to repurchase were less than the repurchase price, a Portfolio would
suffer a loss. In addition, the law is unsettled regarding the rights of a
Portfolio if the financial institution that is party to the repurchase agreement
petitions for bankruptcy or otherwise becomes subject to the United States
Bankruptcy Code. As a result, under these extreme circumstances, there may be
restrictions on the ability to sell the collateral, and losses could be
incurred.

Illiquid Securities

Other than the Seligman Cash Management Portfolio, each Portfolio of the
Fund may invest up to 15% of its net assets in illiquid securities, including
restricted securities (i.e., securities subject to restrictions on resale
because they have not been registered under the Securities Act of 1933 (the
"1933 Act")) and other securities that are not readily marketable.

Foreign Currency Transactions

A forward foreign currency exchange contract is an agreement to purchase or
sell a specific currency at a future date and at a price set at the time the
contract is entered into. EACH OF THE Seligman Henderson Global PORTFOLIOS
will generally enter into forward foreign currency exchange contracts to fix the
US dollar value of a security it has agreed to buy or sell for the period
between the date the trade was entered into and the date the security is
delivered and paid for, or, to hedge the US dollar value of securities it owns.

The Fund may enter into a forward contract to sell or buy the amount of a
foreign currency it believes may experience a substantial movement against the
US dollar. In this case the contract would approximate the value of some or all
of the Fund's portfolio securities denominated in such foreign currency. Under
normal circumstances, the portfolio manager will limit forward currency
contracts to not greater than 75% of a Fund's portfolio position in any one
country as of the date the contract is entered into. This limitation will be
measured at the point the hedging transaction is entered into by the Fund. Under
extraordinary circumstances, the Subadviser may enter into forward currency
contracts in excess of 75% of a Fund's portfolio position in any one country as
of the date the contract is entered into. The precise matching of the forward
contract amounts and the value of securities involved will not generally be
possible since the future value of such securities in foreign currencies will
change as a consequence of market movement in the value of those securities
between the date the forward contract is entered into and the date it matures.
The projection of short-term currency market movement is extremely difficult,
and the successful execution of a short-term hedging strategy is highly
uncertain. Under certain circumstances, a Portfolio may commit a substantial
portion or the entire value of its assets to the consummation of these
contracts. The Subadviser will consider the effect a substantial commitment of
its assets to forward contracts would have on the investment program of a
Portfolio and its ability to purchase additional securities.

Except as set forth above and immediately below, each Portfolio will also
not enter into such forward contracts or maintain a net exposure to such
contracts where the consummation of the contracts would oblige the Portfolio to
deliver an amount of foreign currency in excess of the value of the Portfolio's
portfolio securities or other assets denominated in that currency. A Portfolio,
in order to avoid excess transactions and transaction costs, may nonetheless
maintain a net exposure to forward contracts in excess of the value of the
Portfolio's portfolio securities or other assets denominated in that currency
provided the excess amount is "covered" by cash and/or liquid, high-grade debt
securities, denominated in any currency, having a value at least equal at all
times to the amount of such excess. Under normal circumstances, consideration of
the prospect for currency parties will be incorporated into the longer term
investment decisions made with regard to overall diversification strategies.
However, the Subadviser believes that it is important to have the flexibility to
enter into such forward contracts when it determines that the best interests of
the Portfolio will be served.

At the maturity of a forward contract, a Portfolio may either sell the
portfolio security and make delivery of the foreign currency, or it may retain
the security and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract obligating it to purchase, on
the same maturity date, the same amount of the foreign currency.

3
<PAGE>

As indicated above, it is impossible to forecast with absolute precision the
market value of portfolio securities at the expiration of the forward contract.
Accordingly, it may be necessary for a Portfolio to purchase additional foreign
currency on the spot market (and bear the expense of such purchase) if the
market value of the security is less than the amount of foreign currency the
Fund is obligated to deliver and if a decision is made to sell the security and
make delivery of the foreign currency. Conversely, it may be necessary to sell
on the spot market some of the foreign currency received upon the sale of the
portfolio security if its market value exceeds the amount of foreign currency a
Portfolio is obligated to deliver. However, a Portfolio may use liquid,
high-grade debt securities, denominated in any currency, to cover the amount by
which the value of a forward contract exceeds the value of the securities to
which it relates.

If a Portfolio retains the portfolio security and engages in offsetting
transactions, the Portfolio will incur a gain or a loss (as described below) to
the extent that there has been movement in forward contract prices. If the
Portfolio engages in an offsetting transaction, it may subsequently enter into a
new forward contract to sell the foreign currency. Should forward prices decline
during the period between the Portfolio's entering into a forward contract for
the sale of a foreign currency and the date it enters into an offsetting
contract for the purchase of the foreign currency, the Portfolio will realize a
gain to the extent the price of the currency it has agreed to sell exceeds the
price of the currency it has agreed to purchase. Should forward prices increase,
the Portfolio will suffer a loss to the extent the price of the currency it has
agreed to purchase exceeds the price of the currency it has agreed to sell.

Each Portfolio's dealing in forward foreign currency exchange contracts will
be limited to the transactions described above. Of course, a Portfolio is not
required to enter into forward contracts with regard to its foreign
currency-denominated securities and will not do so unless deemed appropriate by
the Subadviser. It also should be realized that this method of hedging against a
decline in the value of a currency does not eliminate fluctuations in the
underlying prices of the securities. It simply establishes a rate of exchange at
a future date. Additionally, although such contracts tend to minimize the risk
of loss due to a decline in the value of a hedged currency, at the same time,
they tend to limit any potential gain which might result from an increase in the
value of that currency.

Shareholders should be aware of the costs of currency conversion. Although
foreign exchange dealers do not charge a fee for conversion, they do realize a
profit based on the difference (the "spread") between the prices at which they
are buying and selling various currencies. Thus, a dealer may offer to sell a
foreign currency to a Portfolio at one rate, while offering a lesser rate of
exchange should the Portfolio desire to resell that currency to the dealer.

Portfolio Turnover

The portfolio turnover rate for each Portfolio 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 fiscal
year. Securities whose maturity or expiration date at the time of acquisition
were one year or less are excluded from the calculation. The portfolio turnover
rates for the years 1994 and 1993 of the Seligman Capital Portfolio, Seligman
Common Stock Portfolio, Seligman Fixed Income Securities Portfolio and Seligman
Income Portfolio were 67.39% and 65.30%; 15.29% and 10.70%; 237.23% and 33.21%;
and 29.76% and 38.38%, respectively. The portfolio turnover rates for the
Seligman Henderson Global Portfolio for the year 1994 and from May 3, 1993
(commencement of operations) through December 31, 1993 was 47.34% and 2.82%. For
the period from October 11, 1994 (commencement of operations) through December
31, 1994, the portfolio turnover rate of Seligman Communications and Information
Portfolio, Seligman Frontier Portfolio and Seligman Henderson Global Smaller
Companies Portfolio, respectively, was 0%, 0%, and 0%, respectively. The
increase in portfolio turnover for the Seligman Fixed Income Securities
Portfolio during 1994 was due to a rising interest rate environment throughout
the year. In response to this, the portfolio manager shortened the maturity of
the portfolio by selling long-term bonds and purchased shorter maturity
securities in order to reduce the interest rate exposure of the portfolio. The
fluctuation in the portfolio turnover rate for the Seligman Henderson Global
Portfolio during the years 1994 and 1993 was due to short length of time the
Portfolio was in operation in 1993.

4
<PAGE>

Investment Restrictions

The Fund has adopted the several investment restrictions enumerated below.
Except as otherwise indicated below, restrictions No. 1 through 9 may not be
changed without the affirmative vote of the holders of a majority of the Fund's
outstanding voting securities; restrictions No. 10 through 16 may be changed by
the Fund's Board of Directors. Under these restrictions, none of the Portfolios
may:

1. Borrow money, except from banks for temporary purposes (but not for the
purpose of purchasing portfolio securities) in an amount not to exceed 10%
of the value of the total assets of the Portfolio; except that the Seligman
Capital Portfolio, Seligman Common Stock Portfolio and Seligman
Communications and Information Portfolio may borrow to purchase securities
provided that such borrowings are made only from banks, do not exceed
one-third of the respective Portfolio's net assets (taken at market) and
are secured by not more than 10% of such assets (taken at cost); except
that the Seligman Frontier Portfolio and the Seligman High-Yield Bond
Portfolio will not purchase additional portfolio securities if it has
outstanding borrowings in excess of 5% of the value of its total assets;
and except that each of THE Seligman Henderson Global PORTFOLIOS may
borrow money from banks to purchase securities in amounts not in excess of
5% of its total assets.

2. Mortgage, pledge or hypothecate any of its assets, except to secure
borrowings permitted by paragraph 1 and provided that this limitation does
not prohibit escrow, collateral or margin arrangements in connection with
(a) the purchase or sale of covered options (including stock index
options), (b) the purchase or sale of interest rate or stock index futures
contracts or options on such contracts by any of the Fund's Portfolios
otherwise permitted to engage in transactions involving such instruments or
(c) in connection with the Fund's purchase of fidelity insurance and errors
and omissions insurance, and provided, further, that Seligman High-Yield
Bond Portfolio may mortgage, pledge or hypothecate its assets, but the
value of such encumbered assets may not exceed 10% of that Portfolio's net
asset value. This investment restriction No. 2 may be changed, with respect
to the Seligman High-Yield Bond Portfolio, by the Fund's Board of
Directors.

3. Make "short" sales of securities (except that EACH OF the Seligman
Henderson Global PORTFOLIOS may make short sales "against-the-box"), or
purchase securities on "margin" except for short-term credits necessary for
the purchase or sale of securities, provided that for purposes of this
limitation, initial and variation payments or deposits in connection with
transactions involving interest rate or stock index futures contracts and
options on such contracts by any Portfolio permitted to engage in
transactions involving such instruments will not be deemed to be the
purchase of securities on margin.

4. With respect to 75% of its securities portfolio (or 100% of its securities
portfolio, in the case of the Seligman High-Yield Bond Portfolio), purchase
securities of any issuer if immediately thereafter more than 5% of its
total assets valued at market would be invested in the securities of any
one issuer, other than securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; or buy more than 10% of the
voting securities of any one issuer.

5. Invest more than 25% of the market value of its total assets in securities
of issuers in any one industry (EXCEPT SECURITIES ISSUED OR GUARANTEED BY
THE U.S. GOVERNMENT, ITS AGENCIES OR INSTRUMENTALITIES), provided that for
the purpose of this limitation, mortgage-related securities do not
constitute an industry; provided further that THE Seligman Communications
and Information Portfolio will invest at least 65% of the value of its
total assets in securities of companies principally engaged in the
communications, information and related industries, except when investing
for temporary defensive purposes; and provided further that the Seligman
Cash Management Portfolio may invest more than 25% of its gross assets: (i)
in the banking industry; (ii) in the personal credit institution or
business credit institution industries; or (iii) in any combination of (i)
and (ii).

6. Purchase or hold any real estate, except that the Seligman Fixed Income
Securities Portfolio and EACH OF the Seligman Henderson Global PORTFOLIOS
may engage in transactions involving securities secured by real estate or
interests therein, and EACH OF the Seligman Henderson Global PORTFOLIOS
may purchase securities issued by companies or investment trusts that
invest in real estate or interests therein.

5
<PAGE>

7. Purchase or sell commodities and commodity futures contracts; except that
the Board of Directors may authorize any Portfolio other than the Seligman
Cash Management Portfolio and the Seligman High-Yield Bond Portfolio to
engage in transactions involving interest rate and/or stock index futures
and related options solely for the purposes of reducing investment risk and
not for speculative purposes.

8. Underwrite the securities of other issuers, provided that the disposition
of investments otherwise permitted to be made by any Portfolio (such as
investments in securities that are not readily marketable without
registration under the Securities Act of 1933 and repurchase agreements
with maturities in excess of seven days) will not be deemed to render a
Portfolio engaged in an underwriting investment if not more than 10% of the
value of such Portfolio's total assets (taken at cost) would be so invested
and except that in connection with the disposition of a security a
Portfolio may be deemed to be an underwriter as defined in the 1933 Act.

9. Make loans, except loans of securities, provided that purchases of notes,
bonds or other evidences of indebtedness, including repurchase agreements,
are not considered loans for purposes of this restriction; PROVIDED FURTHER
THAT EACH OF THE SELIGMAN HENDERSON GLOBAL PORTFOLIOS MAY NOT MAKE LOANS OF
MONEY OR SECURITIES OTHER THAN (A) THROUGH THE PURCHASE OF SECURITIES IN
ACCORDANCE WITH THE FUND'S INVESTMENT OBJECTIVE, (B) THROUGH REPURCHASE
AGREEMENTS AND (C) BY LENDING PORTFOLIO SECURITIES IN AN AMOUNT NOT TO
EXCEED 33 1/3% OF THE FUNDS TOTAL ASSETS.

10. Purchase illiquid securities for any Portfolio including repurchase
agreements maturing in more than seven days and securities that cannot be
sold without registration or the filing of a notification under Federal or
state securities laws, if, as a result, such investment would exceed 15% of
the value of such Portfolio's net assets.

11. Invest in oil, gas or other mineral exploration or development programs;
provided, however, that this investment restriction shall not prohibit a
Portfolio from purchasing publicly-traded securities of companies engaging
in whole or in part in such activities.

12. Purchase securities of any other investment company, except in connection
with a merger, consolidation, acquisition or reorganization and except to
the extent permitted by Section 12 of the Investment Company Act of 1940
(the "1940 Act").

13. Purchase securities of companies which, together with predecessors, have a
record of less than three years' continuous operation, if as a result of
such purchase, more than 5% of such Portfolio's net assets would then be
invested in such securities; except that the Seligman Communications and
Information Portfolio, the Seligman Frontier Portfolio, EACH OF the
Seligman Henderson Global PORTFOLIOS AND THE Seligman High-Yield Bond
Portfolio may each invest no more than 5% of total assets, at market value,
in securities of companies which, with their predecessors, have been in
operation less than three continuous years, excluding from this limitation
securities guaranteed by a company that, including predecessors, has been
in operation at least three continuous years.

14. Purchase securities of companies for the purpose of exercising control.

15. Purchase securities from or sell securities to any of its officers or
Directors, except with respect to its own shares and as permissible under
applicable statutes, rules and regulations. In addition, THE Seligman
High-Yield Bond Portfolio may not purchase or hold the securities of any
issuer if, to its knowledge, directors or officers of the Fund individually
owning beneficially more than 0.5% of the securities of that issuer own in
the aggregate more than 5% of such securities.

16. Invest more than 5% of the value of its net assets, valued at the lower of
cost or market, in warrants, of which no more than 2% of net assets may be
invested in warrants and rights not listed on the New York or American

6
<PAGE>

Stock Exchange. For this purpose, warrants acquired by the Fund in units or
attached to securities may be deemed to have been purchased without cost.

If a percentage restriction is adhered to at the time of an investment, a
later increase or decrease in such percentage resulting from a change in the
value of assets will not constitute a violation of such restriction. In order to
permit the sale of the Fund's shares in certain states, the Fund may make
commitments more restrictive than the investment restrictions described above.
Should the Fund determine that any such commitment is no longer in the best
interest of the Fund it will revoke the commitment by terminating sales of its
shares in the state involved. The Fund also intends to comply with the
diversification requirements under Section 817(h) of the Internal Revenue Code
of 1986, as amended. For a description of these requirements see the Prospectus
of Canada Life of America Variable Annuity Account 2 and the Disclosure
Statement of Canada Life of America Annuity Account 3, each established by
Canada Life Insurance Company of America ("Canada Life") or the Prospectus of
the Variable Contract Account-9 established by MBL Life Assurance Corporation
("MBL Life").

Under the 1940 Act, a "vote of a majority of the outstanding voting
securities" of the Fund or of a particular Portfolio means the affirmative vote
of the lesser of (1) more than 50% of the outstanding shares of the Fund or of
such Portfolio or (2) 67% or more of the shares of the Fund or of such Portfolio
present at a shareholder's meeting if more than 50% of the outstanding shares of
the Fund or of such Portfolio are represented at the meeting in person or by
proxy.

7
<PAGE>

DIRECTORS AND OFFICERS

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

WILLIAM C. MORRIS* Director, Chairman of the Board, Chief Executive
(57) Officer and Chairman of the Executive Committee

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

BRIAN T. ZINO* Director, PRESIDENT and Member of the Executive
(43) Committee

Managing Director (FORMERLY, CHIEF ADMINISTRATIVE AND
FINANCIAL OFFICER), J. & W. Seligman & Co.
Incorporated, investment managers and advisors; and
Seligman Advisors, Inc., advisors; Director or Trustee
, the Seligman Group of Investment Companies;
PRESIDENT, THE SELIGMAN GROUP OF INVESTMENT COMPANIES,
EXCEPT Seligman Quality Municipal Fund, Inc. and
Seligman Select Municipal Fund, Inc. ; CHAIRMAN,
SELIGMAN DATA CORP., SHAREHOLDER SERVICE AGENT;
DIRECTOR, SELIGMAN FINANCIAL Services, Inc.,
broker/dealer; SELIGMAN SERVICES, Inc.,
broker/dealer; SENIOR VICE PRESIDENT, SELIGMAN
HENDERSON CO., ADVISORS; FORMERLY, DIRECTOR AND
SECRETARY, CHUO TRUST - JWS ADVISORS, INC., ADVISORS;
AND DIRECTOR, SELIGMAN SECURITIES, INC., BROKER/DEALER;
AND J. & W. SELIGMAN TRUST COMPANY.

FRED E. BROWN* Director
(82)
Director and Consultant, J. & W. Seligman & Co.
Incorporated, investment managers and advisors; AND
SELIGMAN ADVISORS, INC., ADVISORS; Director or Trustee,
the Seligman Group of Investment Companies;
Seligman Financial Services, Inc., BROKER/DEALER;
Seligman Services Inc., broker/dealer; Trudeau
Institute, nonprofit BIOMEDICAL research
organization; Lake Placid Center for the Arts, cultural
organization; AND Lake Placid Education Foundation,
education foundation; formerly, Director, J. & W.
Seligman Trust Company ; and Seligman Securities, Inc.,
broker/dealer.

JOHN R. GALVIN Director
(66)
Dean, Fletcher School of Law and Diplomacy at Tufts
University; Director or Trustee, the Seligman Group of
Investment Companies; Chairman of the American Council
on Germany; a Governor of the Center for Creative
Leadership; Director of USLIFE, INSURANCE; NATIONAL
COMMITTEE ON U.S.-CHINA RELATIONS, NATIONAL DEFENSE
UNIVERSITY and the Institute for Defense Analysis; AND
Consultant OF Thomson CSF , ELECTRONICS.

8
<PAGE>

Formerly, Ambassador, U.S. State Department;
Distinguished Policy Analyst AT Ohio State University
AND Olin Distinguished Professor of National Security
Studies AT THE United States Military Academy . FROM
JUNE, 1987 TO JUNE, 1992, HE WAS THE Supreme Allied
Commander, Europe AND THE Commander-in-Chief, United
States European Command. Tufts University, Packard
Avenue, Medford, MA 02155

ALICE S. ILCHMAN Director
(60)
President, Sarah Lawrence College; Director or Trustee,
the Seligman Group of Investment Companies; CHAIRMAN,
The Rockefeller Foundation, charitable foundation; and
DIRECTOR, NYNEX, TELEPHONE COMPANY; AND THE Committee
for Economic Development; formerly, Trustee, The Markle
Foundation, philanthropic organization; and Director,
International Research and Exchange Board, intellectual
exchanges. Sarah Lawrence College, Bronxville, NY 10708

FRANK A. McPHERSON Director
(62)
Chairman of the Board and Chief Executive Officer,
Kerr-McGee Corporation, ENERGY AND CHEMICALS; Director
or Trustee , the Seligman Group of Investment
Companies; DIRECTOR OF Kimberly-Clark Corporation ,
CONSUMER PRODUCTS, Bank of Oklahoma Holding Company ,
American Petroleum Institute , Oklahoma City Chamber of
Commerce , BAPTIST MEDICAL CENTER, Oklahoma Chapter of
the Nature Conservancy , Oklahoma Medical Research
Foundation and United Way Advisory Board; CHAIRMAN
OF OKLAHOMA CITY PUBLIC SCHOOLS FOUNDATION; AND MEMBER
OF the Business Roundtable and National Petroleum
Council.
123 ROBERT S. KERR AVENUE, Oklahoma City, OK 73102

JOHN E. MEROW* Director
(66)
Partner, Sullivan & Cromwell, law firm; Director or
Trustee, Commonwealth Aluminum Corporation; the
Seligman Group of Investment Companies; THE Municipal
Art Society of New York; COMMONWEALTH ALUMINUM
CORPORATION; THE U.S. Council for International
Business; and the U.S.-New Zealand Council; Chairman,
American Australian Association; MEMBER OF THE
AMERICAN LAW INSTITUTE AND COUNCIL ON FOREIGN
RELATIONS; and Member of the Board of Governors of the
Foreign Policy Association and New York Hospital.
125 Broad Street, New York, NY 10004

BETSY S. MICHEL Director
(53)

Attorney; Director or Trustee, the Seligman Group of
Investment Companies; AND National Association of
Independent Schools (Washington, D.C.), education;
Chairman of the Board of Trustees of St. George's
School (Newport, RI). St. Bernard's Road, P.O. Box 449,
Gladstone, NJ 07934

9
<PAGE>

JAMES C. PITNEY Director
(69)

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

JAMES Q. RIORDAN Director
(68)
Director, Various Corporations; Director or Trustee,
the Seligman Group of Investment Companies; The
Brooklyn Museum; The Brooklyn Union Gas Company; The
Committee for Economic Development; Dow Jones & Co.,
Inc.; AND Public Broadcasting Service; formerly,
Co-Chairman of the Policy Council of the Tax
Foundation; Director and Vice Chairman, Mobil
Corporation; Director, Tesoro Petroleum Companies,
Inc.; and Director and President, Bekaert Corporation.
675 Third Avenue, Suite 3004, New York, NY 10017

RONALD T. SCHROEDER* DIRECTOR AND MEMBER OF THE EXECUTIVE COMMITTEE
(48)
DIRECTOR, MANAGING DIRECTOR AND CHIEF INVESTMENT
OFFICER, INSTITUTIONAL, J. & W. SELIGMAN & CO.
INCORPORATED, INVESTMENT MANAGERS AND ADVISORS; AND
SELIGMAN ADVISORS, INC., ADVISORS; DIRECTOR OR TRUSTEE,
THE SELIGMAN GROUP OF INVESTMENT COMPANIES; DIRECTOR,
SELIGMAN HOLDINGS, INC., HOLDING COMPANY; SELIGMAN
FINANCIAL SERVICES, INC., DISTRIBUTOR; SELIGMAN
HENDERSON CO., ADVISORS; AND SELIGMAN SERVICES, INC.,
BROKER/DEALER; FORMERLY, PRESIDENT, THE SELIGMAN GROUP
OF INVESTMENT COMPANIES, EXCEPT SELIGMAN QUALITY
MUNICIPAL FUND, INC. AND SELIGMAN SELECT MUNICIPAL
FUND, INC.; AND DIRECTOR, J. & W. SELIGMAN TRUST
COMPANY; SELIGMAN DATA CORP., SHAREHOLDER SERVICE
AGENT; AND SELIGMAN SECURITIES, INC., BROKER/DEALER.

ROBERT L. SHAFER Director
(63)
Vice President, Pfizer Inc., pharmaceuticals; Director
or Trustee, the Seligman Group of Investment Companies;
and USLIFE Corporation, life insurance.
235 East 42nd Street, New York, NY 10017

JAMES N. WHITSON Director
(61)
Executive Vice President, Chief Operating Officer and
Director, Sammons Enterprises, Inc.; Director or
Trustee, THE SELIGMAN GROUP OF INVESTMENT COMPANIES;
Red Man Pipe and Supply Company, piping and other
materials; AND C-SPAN. 300 Crescent Court, Suite 700,
Dallas, TX 75201

LORIS D. MUZZATTI Vice President and Portfolio Manager
(39)
Managing Director (formerly, Vice President and
Portfolio Manager), J. & W. Seligman & Co.
Incorporated, investment managers and advisors; Vice
President and Portfolio Manager, TWO other open-end
investment COMPANIES in the Seligman Group of
Investment Companies.

10
<PAGE>

LAWRENCE P. VOGEL Vice President
(39)
Senior Vice President, Finance, J. & W. Seligman & Co.
Incorporated, investment managers and advisors;
Seligman Financial Services, Inc., BROKER/DEALER; and
Seligman Advisors, Inc., advisors; Vice President, the
Seligman Group of Investment Companies; Senior Vice
President, Finance (formerly, Treasurer), Seligman Data
Corp., shareholder service agent; Treasurer, Seligman
Holdings, Inc., holding company; and Seligman Henderson
Co., advisors; formerly, Senior VICE PRESIDENT,
SELIGMAN SECURITIES, INC., BROKER/DEALER; AND VICE
PRESIDENT, FINANCE J & W SELIGMAN TRUST COMPANY.

FRANK J. NASTA Secretary
(31)
SENIOR VICE PRESIDENT, LAW AND REGULATION, AND
CORPORATE Secretary, J. & W. Seligman & Co.
Incorporated, investment managers and advisers; AND
SELIGMAN ADVISORS, INC., ADVISORS; CORPORATE SECRETARY,
THE SELIGMAN GROUP OF INVESTMENT COMPANIES; Seligman
Financial Services, Inc., BROKER/DEALER Seligman
Henderson Co., advisers; Seligman Services, Inc.,
broker/dealers; Seligman Data Corp.; FORMERLY,
SECRETARY, J. & W. Seligman TRUST COMPANY; AND
attorney, Seward AND Kissel.

THOMAS G. ROSE Treasurer
(38)
Treasurer, the Seligman Group of Investment Companies;
and Seligman Data Corp., shareholder service agent;
formerly, Treasurer, American Investors Advisors, Inc.
AND THE AMERICAN INVESTORS FAMILY OF FUNDS.

The Executive Committee of the Board acts on behalf of the Board between
meetings to determine the value of securities and assets owned by the Fund for
which no market valuation is available and to elect or appoint officers of the
Fund to serve until the next meeting of the Board.

Compensation Table

NAME AND Aggregate Pension or Total Compensation
Position WITH Registrant Compensation from Retirement Benefits from REGISTRANT and
REGISTRANT(1) Accrued as part of Fund Complex PAID TO
Fund Expenses DIRECTORS (2)

William C. Morris, Director AND CHAIRMAN N/A N/A N/A
BRIAN T. ZINO, Director AND PRESIDENT N/A N/A N/A
Fred E. Brown, Director N/A N/A N/A
JOHN R. GALVIN, DIRECTOR N/A $41,252.75
Alice S. Ilchman, Director N/A 68,000.00
FRANK A. MCPHERSON, DIRECTOR N/A 41,252.75
John E. Merow, Director N/A 66,000.00(d)
Betsy S. Michel, Director N/A 67,000.00
DOUGLAS R. NICHOLS, JR., DIRECTOR* N/A 24,252.75
James C. Pitney, Director N/A 68,000.00
James Q. Riordan, Director N/A 70,000.00
HERMAN J. SCHMIDT, DIRECTOR* N/A 24,747.75

11
<PAGE>

RONALD T. SCHROEDER, DIRECTOR N/A N/A N/A
Robert L. Shafer, Director N/A 70,000.00
James N. Whitson, Director N/A 68,000.00(D)

</TABLE>

(1) Based on remuneration received by the Directors of the Fund for the year
ended December 31, 1995.

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

(d) Deferred. The total amounts of deferred compensation (including interest)
payable to Messrs. Merow, Pitney and Whitson as of December 31, 1995 were $ ,
$ and $ , respectively. Mr. Pitney no longer defers current compensation.

General Galvin and Mr. McPherson became Directors on May 18, 1995.

The Fund has a compensation arrangement under which outside directors may elect
to defer receiving their fees. Under this arrangement, interest is accrued on
the deferred balances. The annual cost of such fees and interest is included in
the director's fees and expenses and the accumulated balance thereof is included
in "Liabilities" in the Fund's financial statements.

Directors and officers of the Fund are also trustees, directors and officers
of some or all of the other investment companies in the Seligman Group. As of
DECEMBER 31, 1995, no Directors or officers of the Fund owned directly or
indirectly shares of any of the Portfolios.

MANAGEMENT AND EXPENSES

As indicated in the Prospectus, under the Management Agreements and subject
to the control of the Board of Directors, the Manager (or in the case of EACH OF
THE Seligman Henderson Global PORTFOLIOS, the Manager and Seligman Henderson
Co. (the "Subadviser")) 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 its business and
other affairs. The Manager provides the Fund with such office space,
administrative and other services and executive and other personnel as are
necessary for Fund operations. The Manager pays all of the compensation of
directors and/or officers of the Fund who are employees or advisors of the
Manager.

The Management Agreements (and the Subadvisory Agreements, in the case of
EACH OF THE Seligman Henderson Global PORTFOLIOS) provide that the Manager
(and the Subadviser, in the case of EACH OF THE Seligman Henderson Global
Portfolios) 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 their duties under the Management (and Subadvisory)
Agreements, except for willful misfeasance, bad faith, gross negligence, or
reckless disregard of their obligations and duties under the Management (and
Subadvisory) Agreements.

The Fund pays all its expenses other than those assumed by the Manager or
Subadviser, including fees and expenses of independent attorneys and auditors,
taxes and governmental fees (including fees and expenses for qualifying the Fund
and its shares under Federal and state securities laws), expenses of printing
and distributing reports, notices and proxy materials to shareholders, expenses
of printing and filing reports and other documents with governmental agencies,
fees and expenses of directors of the Fund not employed by the Manager or any of
its affiliates (including the Subadviser), insurance premiums and extraordinary
expenses such as litigation expenses.

Seligman Capital Portfolio, Seligman Cash Management Portfolio, Seligman
Common Stock Portfolio, Seligman Fixed Income Securities Portfolio and Seligman

12
<PAGE>

Income Portfolio each pay the Manager a management fee for its services,
calculated daily and payable monthly, at an annual rate of .40% of the daily net
assets of each Portfolio. Seligman High-Yield Bond Portfolio pays the Manager a
management fee for its services calculated daily and payable monthly at an
annual rate of .50% of the daily net assets of the Portfolio. Seligman
Communications and Information Portfolio and Seligman Frontier Portfolio each
pay the Manager a management fee for its services, calculated daily and payable
monthly, at an annual rate of .75% of the daily net assets of each Portfolio.
EACH OF THE Seligman Henderson Global PORTFOLIOS pay the Manager a management
fee, calculated daily and payable monthly, equal to an annual rate of 1.00% of
the average daily net assets of each Portfolio, of which .90% is paid to the
Subadviser for the services described below. The following table indicates the
management fees paid or reimbursed, in the case of Seligman Cash Management
Portfolio, for the year 1994, 1993 and 1992:

1994 1993 1992
---- ---- ----

Seligman Capital Portfolio $ 23,120 $ 21,941 $ 20,551
Seligman Cash Management Portfolio* 12,837 14,216 19,150
Seligman Common Stock Portfolio 84,124 93,118 100,502
Seligman Communications and Information Portfolio** 349 N/A N/A
Seligman Fixed Income Securities Portfolio 14,043 17,252 20,226
Seligman Frontier Portfolio** 99 N/A N/A
Seligman Henderson Global Portfolio** 11,417 1,656 N/A
SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES PORTFOLIO N/A N/A N/A
Seligman Henderson Global Smaller Companies Portfolio** 159 N/A N/A
SELIGMAN-HENDERSON GLOBAL TECHNOLOGY PORTFOLIO N/A N/A N/A
Seligman High-Yield Bond Portfolio N/A N/A N/A
Seligman Income Portfolio 42,854 45,567 45,673

</TABLE>

- ------------------------
* The Manager, at its discretion, waived all of its fees.
** Fees paid from commencement of operations.
N/A - Portfolio did not exist.

The Manager is a successor firm to an investment banking business founded in
1864 which has thereafter provided investment services to individuals, families,
institutions and corporations. See Appendix A for further information about the
Manager.

On December 29, 1988, a majority of the outstanding voting securities of the
Manager was purchased by Mr. William C. Morris and a simultaneous
recapitalization of the Manager occurred.

The Management Agreement with respect to Seligman Capital Portfolio,
Seligman Cash Management Portfolio, Seligman Common Stock Portfolio, Seligman
Fixed Income Portfolio and Seligman Income Portfolio was approved by the Board
of Directors on September 30, 1988 and by shareholders at a Special Meeting held
on December 16, 1988. The Management Agreement with respect to the Seligman
Henderson Global Portfolio was approved by the Board of Directors on March 18,
1993. The Management Agreements with respect to the Seligman Communications and
Information Portfolio, the Seligman Frontier Portfolio, and the Seligman
Henderson Global Smaller Companies Portfolio were approved by the Board of
Directors on July 21, 1994. The Management Agreement with respect to the
Seligman High-Yield Bond Portfolio was approved by the Board of Directors on
March 16, 1995. THE MANAGEMENT AGREEMENT WITH RESPECT TO THE SELIGMAN HENDERSON
GLOBAL GROWTH OPPORTUNITIES PORTFOLIO AND THE SELIGMAN HENDERSON GLOBAL
TECHNOLOGY PORTFOLIO WAS APPROVED BY THE BOARD OF DIRECTORS ON MARCH 21, 1996.
The Management Agreements will continue in effect until December 31 of each
year, with respect to each portfolio (except Seligman High-Yield Bond
Portfolio, which Management Agreement is in effect until December 31, 1996 and
December 31 of each year THEREAFTER; AND EXCEPT FOR SELIGMAN HENDERSON GLOBAL
GROWTH OPPORTUNITIES PORTFOLIO AND SELIGMAN HENDERSON GLOBAL TECHNOLOGY
PORTFOLIO, THE MANAGEMENT AGREEMENT WITH RESPECT TO WHICH IS IN EFFECT UNTIL
DECEMBER 31, 1997 AND THEN DECEMBER 31 OF EACH YEAR thereafter), if (1) such
continuance is approved in the manner required by the 1940 Act (by a vote of a
majority of the Board of Directors or of the outstanding voting securities of

13
<PAGE>

the Portfolio and by a vote of a majority of the Directors who are not parties
to the Management Agreements or interested persons of any such party) and (2) if
the Manager shall not have notified the Fund at least 60 days prior to the
anniversary date of the previous continuance that it does not desire such
continuance. The Management Agreements may be terminated at any time with
respect to any or all Portfolios, by the Fund, without penalty, on 60 days'
written notice to the Manager. The Manager may terminate the Management
Agreements at any time upon 60 days written notice to the Fund. The Management
Agreements will terminate automatically in the event of their assignment. The
Fund has agreed to change its name upon termination of the Management Agreements
if continued use of the name would cause confusion in the context of the
Manager's business.

Under the Subadvisory Agreements between the Manager and the Subadviser, the
Subadviser supervises and directs the investment of the assets of EACH OF the
Seligman Henderson Global PORTFOLIOS, including making purchases and sales of
portfolio securities consistent with each Portfolio's investment objectives and
policies. For these services the Subadviser is paid a fee equal to an annual
rate of .90% of each Portfolio's average daily net assets. The Subadvisory
Agreement with respect to Seligman Henderson Global Portfolio was approved by
the Board of Directors at a meeting held on March 18, 1993. The Subadvisory
Agreement with respect to Seligman Henderson Global Smaller Companies Portfolio
was approved by the Board of Directors at a meeting held on July 21, 1994. THE
SUBADVISORY AGREEMENT WITH RESPECT TO SELIGMAN-HENDERSON GLOBAL TECHNOLOGY
PORTFOLIO AND SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES PORTFOLIO WAS
APPROVED BY THE BOARD OF DIRECTORS AT A MEETING HELD ON MARCH 21, 1996. The
Subadvisory Agreements will continue in effect until December 31 (in the case of
the Seligman Henderson Global GROWTH OPPORTUNITIES PORTFOLIO AND THE SELIGMAN
HENDERSON GLOBAL TECHNOLOGY Portfolio until December 31, 1996), and from year
to year thereafter if such continuance is approved in the manner required by the
1940 Act (by a vote of a majority of the Board of Directors or of the
outstanding voting securities of the Portfolio and by a vote of a majority of
the Directors who are not parties to the Subadvisory Agreement or interested
persons of any such party) and (2) if the Subadviser shall not have notified the
Manager in writing at least 60 days prior to such December 31 or prior to
December 31 of any year thereafter that it does not desire such continuance. The
Subadvisory Agreements may be terminated at any time by the Fund, on 60 days
written notice to the Subadviser. The Subadvisory Agreements will terminate
automatically in the event of their assignment or upon the termination of the
relevant Management Agreement.

The Subadviser is a New York general partnership formed by the Manager and
Henderson International, Inc., a controlled affiliate of Henderson
Administration Group plc (the "Firm"). Henderson Administration Group plc,
headquartered in London, is one of the largest independent money managers in
Europe. The Firm currently manages approximately $18.5 billion in assets, and is
recognized as a specialist in global equity investing.

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

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

14
<PAGE>

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

15
<PAGE>

PORTFOLIO TRANSACTIONS, VALUATION AND REDEMPTION

As provided in the Management Agreements, the Manager (or in the case of
EACH OF the Seligman Henderson Global PORTFOLIOS, the Manager or the
Subadviser) purchases and sells securities for the Fund. Purchase and sale
orders are placed by the Manager or the Subadviser.

The Management Agreements and the Subadvisory Agreements recognize that in
the purchase and sale of portfolio securities the Manager or the Subadviser will
seek the most favorable price and execution, and, consistent with that policy,
may give consideration to the research, statistical and other services furnished
by brokers or dealers to the manager for its use, as well as to the general
attitude toward and support of investment companies demonstrated by such brokers
or dealers. Such services include supplemental investment research, analysis and
reports concerning issuers, industries and securities deemed by the Manager or
Subadviser to be beneficial to the Fund. In addition, the Manager or the
Subadviser is authorized to place orders with brokers who provide supplemental
investment and market research and statistical and economic analysis although
the use of such brokers may result in a higher brokerage charge to the Fund that
the use of brokers selected solely on the basis of seeking the most favorable
price and execution and although such research and analysis may be useful to the
Manager or the Subadviser in connection with its services to clients other than
the Fund.

In over-the-counter markets, the Fund deals with 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 directors and/or officers are affiliated.

Brokerage commissions of each Portfolio (except Seligman Cash Management
Portfolio, Seligman Fixed Income Securities Portfolio, SELIGMAN-HENDERSON GLOBAL
TECHNOLOGY PORTFOLIO, SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES PORTFOLIO
and Seligman High-Yield Bond Portfolio) for the years 1994, and if applicable,
1993 and 1992, are set forth in the following table:

Brokerage Commissions
Total Brokerage Commissions Paid to Others for
Brokerage Commissions Paid to Execution and
Execution(2) Paid (1) Seligman Securities(2) Statistical Services
------------ -------- ---------------------- --------------------

1994 1993 1992 1994 1993 1992 1994 1993 1992
---- ---- ---- ---- ---- ---- ---- ---- ----

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Seligman Capital Portfolio $ 8,412 $ 7,285 $ 5,853 -- $ 275 $ 2,832 $ 8,412 $ 7,010 $ 3,021
Seligman Common
Stock Portfolio 12,559 12,006 11,418 -- 1,984 6,987 12,559 10,022 4,431
Seligman Communications
and Information Portfolio 134 -- -- -- -- -- 134 -- --
Seligman Frontier
Portfolio 111 -- -- -- -- -- 111 -- --
Seligman Henderson
Global Portfolio 5,503 824 -- -- -- -- 5,503 824 --
Seligman Henderson
Global Smaller
Companies Portfolio 180 -- -- -- -- -- 180 -- --
Seligman Income Portfolio 2,839 2,152 5,404 -- 635 1,765 2,839 1,517 3,639

</TABLE>
- ---------------
Notes:

(1) Not including any spreads on principal transactions on a net basis.

16
<PAGE>

(2) Brokerage commissions paid by Seligman Capital Portfolio, Seligman
Common Stock Portfolio and Seligman Income Portfolio, respectively, to Seligman
Securities, Inc. were 4%, 48% and 30%; and 17%, 61% and 61%, respectively, of
total brokerage commissions paid for 1993 and 1992. The aggregate dollar amount
of each Portfolio's transactions for which Seligman Securities, Inc. acted as
broker was 2%, 51% and 40%; and 13%, 61% and 58%, respectively, of the total
dollar amount of all commission transactions for 1993 and 1992. Under procedures
adopted by the Board of Directors, and in accordance with Section 17(e) under
the 1940 Act, Seligman Securities, Inc., an affiliate of the Manager, acted as
broker, for the Fund. Section 11(a) of the Securities Exchange Act of 1934
prohibits members of U.S. securities exchanges from executing exchange
transactions for their affiliates and institutional accounts. Under this
provision, Seligman Securities, Inc. acted as broker for any of the Portfolios
only as permitted under regulations adopted by the SEC. In accordance with such
regulations, the Management Agreement permitted Seligman Securities, Inc. to
effect such transactions except on the floor of a national securities exchange
and to retain compensation in connection with such transactions. As of March 31,
1993, Seligman Securities, Inc. ceased functioning as a broker for the Fund and
its clients.

When two or more of the investment companies in the Seligman Group or other
investment advisory clients of the Manager desire to buy or sell the same
security at the same time, the securities purchased or sold are allocated by the
Manager in a manner believed to be equitable to each. There may be possible
advantages or disadvantages of such transactions with respect to price or the
size of positions readily obtainable or saleable.

Valuation. As noted in the Prospectus the net asset value per share of each
Portfolio is determined as of the close of trading on the New York Stock
Exchange, currently 4:00 p.m. New York City time, each day that the New York
Stock Exchange is open. Currently, the New York Stock Exchange is closed on New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day. The following supplements information
contained in the Prospectus regarding the manner in which securities are valued.

It is the policy of the Seligman Cash Management Portfolio to use its best
efforts to maintain a constant per share price equal to $1.00. Instruments held
by the Seligman Cash Management Portfolio are valued on the basis of amortized
cost. This involves valuing an instrument at its cost initially and, thereafter,
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument. While this method provides certainty in valuation, it may result
in periods during which the value, as determined by amortized cost, is higher or
lower than the price the Portfolio would receive if it sold the instrument.

The foregoing method of valuation is permitted by Rule 2a-7 adopted by the
SEC. Under this rule, the Seligman Cash Management Portfolio must maintain an
average-weighted portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of one year or less, and invest only in
securities determined by the Fund's Directors to be of high quality with minimal
credit risks. In accordance with the rule, the Directors have established
procedures designed to stabilize, to the extent reasonably practicable, the
price per share as computed for the purpose of sales and redemptions of the
Seligman Cash Management Portfolio at $1.00. Such procedures include review of
the portfolio holdings by the Seligman Cash Management Portfolio and
determination as to whether the net asset value of the Seligman Cash Management
Portfolio, calculated by using available market quotations or market
equivalents, deviates from $1.00 per share based on amortized cost. The rule
also provides that the extent of any deviation between the net asset value based
upon available market quotations or market equivalents, and $1.00 per share net
asset value, based on amortized cost, must be examined by the Directors. In the
event that a deviation of .5 of 1% or more exists between the Portfolio's $1.00
per share net asset value and the net asset value calculated by reference to
market gestations, or if there is any deviation which the Board of Directors
believes would result in a material dilution to shareholders or purchasers, the
Board of Directors will promptly consider what action, if any, should be
initiated. Any such action may include: selling portfolio instruments prior to
maturity to realize capital gains or losses or to shorten average portfolio
maturity; withholding dividends or paying distributions from capital or capital
gains; redeeming shares in kind; or establishing a net asset value per share by
using available market quotations.

With respect to EACH OF the Seligman Henderson Global PORTFOLIOS,
portfolio securities, including open short positions, are valued at the last
sale price on the securities exchange or securities market on which such

17
<PAGE>

securities primarily are traded. Securities traded on a foreign exchange or
over-the-counter market are valued at the last sales price on the primary
exchange or market on which they are traded. United Kingdom securities and
securities for which there are not recent sales transactions are valued based on
quotations provided by primary market makers in such securities. Any securities
for which recent market quotations are not readily available, including
restricted securities, are valued at fair value determined in accordance with
procedures approved by the Board of Directors. Short-term obligations with less
than sixty days remaining to maturity are generally valued at amortized cost.
Short-term obligations with more than sixty days remaining to maturity will be
valued at current market value until the sixtieth day prior to maturity, and
will then be valued on an amortized cost basis based on the value on such date
unless the Board of Directors determines that this amortized cost value does not
represent fair market value.

Generally, trading in foreign securities, as well as U.S. Government
securities, money market instruments and repurchase agreements, is substantially
completed each day at various times prior to the close of the New York Stock
Exchange. The values of such securities used in computing the net asset value of
the shares of the Portfolio are determined as of such times. Foreign currency
exchange rates are also generally determined prior to the close of the New York
Stock Exchange. Occasionally, events affecting the value of such securities and
such exchange rates may occur between the times at which they are determined and
the close of the New York Stock Exchange, which will not be reflected in the
computation of net asset value. If during such periods events occur which
materially affect the value of such securities, the securities will be valued at
their fair market value as determined in accordance with procedures approved by
the Board of Directors.

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

Redemption. The procedures for redemption of Fund shares under ordinary
circumstances are set forth in the Prospectus. In unusual circumstances, payment
may be postponed, if the orderly liquidation of portfolio securities is
prevented by the closing of, or restricted trading on the New York Stock
Exchange during periods of emergency, or such other periods as ordered by the
SEC. It is not anticipated that shares will be redeemed for other than cash or
its equivalent. However, the Fund reserves the right to pay the redemption price
to the Canada Life Accounts and VCA-9 in whole or in part, by a distribution in
kind from the Fund's investment portfolio, in lieu of cash, taking the
securities at their value employed for determining such redemption price, and
selecting the securities in such manner as the Board of Directors may deem fair
and equitable. If shares are redeemed in this way, brokerage costs will
ordinarily be incurred by the Canada Life Accounts and VCA-9 in converting such
securities into cash.

CUSTODIANS AND INDEPENDENT AUDITORS

Custodians. With the exception of EACH OF the Seligman Henderson Global
PORTFOLIOS, Investors Fiduciary Trust Company, 127 West 10th Street, Kansas
City, Missouri 64105, serves as custodian for the Fund, and in such capacity
holds in a separate account assets received by it from or for the account of
each of the Fund's Portfolios.

Morgan Stanley Trust Company, One Pierrepont Plaza, Brooklyn, New York
11201, serves as custodian for EACH OF the Seligman Henderson Global
PORTFOLIOS, and in such capacity holds in a separate account assets received by
it from or for the account of each of these FOUR Portfolios of the Fund.

Independent Auditors. ____________, independent auditors, have been
selected as auditors of the Fund and certify the annual financial statements of
the Fund. Their address is 787 Seventh Avenue, New York, New York 10019.

FINANCIAL STATEMENTS

Audited financial statements as of December 31, 1995 for all Portfolios
are incorporated herein by reference from the Fund's audited 1995 ANNUAL
REPORT. THE BALANCE SHEETS FOR THE SELIGMAN HENDERSON GLOBAL GROWTH
OPPORTUNITIES PORTFOLIO AND THE SELIGMAN HENDERSON GLOBAL TECHNOLOGY PORTFOLIO
PRESENTED BELOW HAVE BEEN AUDITED BY ______________, INDEPENDENT
AUDITORS.

18
<PAGE>

SELIGMAN PORTFOLIOS, INC.
SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES
MAY __, 1996

ASSETS

CASH .................................................... __________

TOTAL ASSETS ............................................ __________

LIABILITIES

NET ASSETS EQUIVALENT TO $____ PER SHARE (APPLICABLE TO
1 SHARE OF CAPITAL STOCK, $.001 PAR VALUE; 20,000,000
SHARES AUTHORIZED) ...................................... __________

19
<PAGE>

SELIGMAN PORTFOLIOS, INC.
SELIGMAN HENDERSON GLOBAL TECHNOLOGY PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES
MAY __, 1996

ASSETS

CASH .................................................... __________

TOTAL ASSETS ............................................ __________

LIABILITIES

NET ASSETS EQUIVALENT TO $____ PER SHARE (APPLICABLE TO
1 SHARE OF CAPITAL STOCK, $.001 PAR VALUE; 20,000,000
SHARES AUTHORIZED) ...................................... __________

20
<PAGE>
APPENDIX A

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, Seligman played a major role
in the geographical expansion and industrial development of the United States.

SELIGMAN:

.... Prior to 1900

* Helps finance America's fledgling railroads through underwriting.

* 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.

* Becomes a prominent underwriter of corporate securities, including New York
Mutual Gas Light Company, later part of Consolidated Edison.

* Provides financial assistance to Mary Todd Lincoln and urges the Senate to
award her a pension. Is appointed U.S. Navy fiscal agent by President
Grant.

* Plays a significant role in raising capital for America's industrial and
urban development.

...1900-1910

* Helps Congress finance the building of the Panama Canal.

...1910s

* Participates in raising billions for Great Britain, France and Italy,
helping finance World War I.

...1920s

* Participates in hundreds of 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.

* 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

* Assumes management of Broad Street Investing Co. Inc., its first mutual
fund, today known as Seligman Common Stock Fund.

* Establishes Investment Advisory Service.

21
<PAGE>

...1940s

* Helps shape the Investment Company Act of 1940.

* 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.

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

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

...1950-1989

* Develops new open-end investment companies. Today, manages 43 mutual fund
portfolios with combined assets of $6.6 billion.

* Helps pioneer state-specific, tax-exempt municipal bond funds, today
managing a national and 18 state-specific tax-exempt funds.

* Establishes J. & W. Seligman Trust Company, and J. & W. Seligman Valuations
Corporation.

* Establishes Seligman Portfolios, Inc., an investment vehicle offered
through variable annuity products.

...1990s

* Introduces Seligman Select Municipal Fund and Seligman Quality Municipal
Fund, two closed-end funds that invest in high-quality municipal bonds.

* In 1991 establishes a joint venture with Henderson Administration Group
plc, of London, known as Seligman Henderson Co., to offer global investment
products.

* Introduces two small-cap mutual funds: Seligman Frontier Fund and Seligman
Henderson Global Smaller Companies Fund.

* Launches Seligman Henderson Global Fund Series, Inc., which today offers
three separate series: Seligman Henderson International Fund, Seligman
Henderson Global Smaller Companies Fund and Seligman Henderson Global
Technology Fund.

22
<PAGE>

PART C OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements and Schedules:

Part A - Financial Highlights from June 21, 1988 (commencement of
operations) to DECEMBER 31, 1995 for Seligman Capital Portfolio,
Seligman Cash Management Portfolio, Seligman Common Stock Portfolio,
Seligman Fixed Income Portfolio and Seligman Income Portfolio; from
May 3, 1993 (commencement of operations) to DECEMBER 31, 1995 for
the Seligman Henderson Global Portfolio and from October 11, 1994
(commencement of operations) to DECEMBER 31, 1995 for Seligman
Communications and Information Portfolio, Seligman Frontier
Portfolio and Seligman Henderson Global Smaller Companies Portfolio;
from May 1, 1995 (commencement of operations) to DECEMBER 31, 1995
for Seligman High-Yield Bond Portfolio.

Part B - Required Financial Statements are included in the Fund's
audited 1995 Annual Report WHICH IS incorporated by reference in
the Fund's Statement of Additional Information. These Financial
Statements are: Portfolios of Investments as of December 31, 1995;
Statements of Assets and Liabilities as of December 31, 1995;
Statements of Operations for the year ended December 31, 1995;
Statements of Changes in Net Assets for the years ended December 31,
1995 AND 1994 ; Notes to Financial Statements; Financial Highlights
from June 21, 1988, May 3, 1993 , October 11, 1994 AND MAY 1, 1995
(commencement of operations) to December 31, 1995; Report of
Independent Auditors. Also included in the Fund's Statement of
Additional Information are CONDENSED STATEMENTS OF NET ASSETS AS
OF MAY __, 1996 FOR EACH OF THE SELIGMAN HENDERSON GLOBAL GROWTH
OPPORTUNITIES PORTFOLIO AND THE SELIGMAN HENDERSON GLOBAL TECHNOLOGY
PORTFOLIO.

(b) Exhibits: All Exhibits have been filed previously except where
otherwise noted and Exhibits marked with an asterisk (*) are
filed herewith.

(1) Form of Articles of Amendment and Restatement of Articles of
Incorporation. (TO BE FILED BY AMENDMENT.)

(2) By-laws of Registrant. (Incorporated by reference to
Pre-Effective Amendment No. 2 filed on May 24, 1988.)

(3) N/A.

(4) N/A.

<TABLE>
<CAPTION>
<S> <C> <C>
(5) (A) FORM OF MANAGEMENT AGREEMENT IN RESPECT OF SELIGMAN HENDERSON GLOBAL GROWTH
OPPORTUNITIES PORTFOLIO AND SELIGMAN HENDERSON GLOBAL TECHNOLOGY PORTFOLIO. (*)
(B) FORM OF SUBADVISORY AGREEMENT IN RESPECT OF SELIGMAN HENDERSON GLOBAL GROWTH
OPPORTUNITIES PORTFOLIO AND SELIGMAN HENDERSON GLOBAL TECHNOLOGY PORTFOLIO. (*)
(D) Form of Management Agreement in respect of Seligman High-Yield Bond Portfolio.
(Incorporated by reference to Post-Effective Amendment No. 14 filed on February
14, 1995.)
(E) Management Agreement in respect of Seligman Communications and Information and
Seligman Frontier Portfolios. (Incorporated by reference to Post-Effective
Amendment No. 15 filed on March 31, 1995.)
(F) Management Agreement in respect of Seligman Henderson Global Smaller Companies
Portfolio (formerly, Seligman Henderson Global Emerging Companies Portfolio).
(Incorporated by reference to Post-Effective Amendment No. 15 filed on March 31,
1995.)
(G) Subadvisory Agreement in respect of Seligman Henderson Global Smaller Companies
Portfolio. (Incorporated by reference to Post-Effective Amendment No. 15 filed on
March 31, 1995.)
<PAGE>

(H) Management Agreement in respect of Seligman Henderson Global Portfolio.
(Incorporated by reference to Post-Effective Amendment No. 15 filed on March 31,
1995.)
(I) Subadvisory Agreement in respect of Seligman Henderson Global Portfolio.
(Incorporated by reference to Post-Effective Amendment No. 15 filed on March 31,
1995.)
(J) Management Agreement in respect of Seligman Capital, Seligman Cash Management,
Seligman Common Stock, Seligman Fixed Income Securities, and Seligman Income
Portfolios. (Incorporated by reference to Post-Effective Amendment No. 15 filed
on March 31, 1995.)

</TABLE>

(6) N/A.

(7) N/A.

<TABLE>
<CAPTION>
<S> <C> <C>
(8) (a) Custodian Agreement and Sub-Custodian Agreement in respect of Seligman Capital,
Seligman Cash Management, Seligman Common Stock, Seligman Fixed Income
Securities, and Seligman Income Portfolios. (Incorporated by reference to
Pre-Effective Amendment No. 2 filed on May 24, 1988.)
(b) Custodian Agreement in respect of Seligman Henderson Global Portfolio.
(Incorporated by reference to Post-Effective Amendment No. 10 filed on April 26,
1993.)
(c) Form of First Amendment to Custodian Agreement in respect of Seligman
Communications and Information and Seligman Frontier Portfolios. (Incorporated by
reference to Post-Effective Amendment 13 filed on September 30, 1994.) (d) Form of
Custodian Agreement in respect of Seligman Henderson Global Smaller
Companies Portfolio. (Incorporated by reference to Post-Effective Amendment No.
13 filed on September 30, 1994.)
(e) Recordkeeping Agreement in respect of Seligman Henderson Global Portfolio.
(Incorporated by reference to Post-Effective Amendment No. 10 filed on April 26,
1993.)
(f) Form of Amendment to Recordkeeping Agreement in respect of Seligman Henderson
Global Smaller Companies Portfolio. (Incorporated by reference to Post-Effective
Amendment No. 13 filed on September 30, 1994.)
(g) Form of Amendment to Custodian Agreement in respect of Seligman High-Yield Bond
Portfolio. (To be filed by amendment.)

(H) FORM OF AMENDMENT TO CUSTODIAN AGREEMENT IN RESPECT OF SELIGMAN HENDERSON GLOBAL
GROWTH OPPORTUNITIES PORTFOLIO AND SELIGMAN HENDERSON GLOBAL TECHNOLOGY
PORTFOLIO. (TO BE FILED BY AMENDMENT.)
(I) FORM OF AMENDMENT TO RECORDKEEPING AGREEMENT IN RESPECT OF GLOBAL GROWTH
OPPORTUNITIES PORTFOLIO AND SELIGMAN HENDERSON GLOBAL TECHNOLOGY PORTFOLIO. (TO
BE FILED BY AMENDMENT.)

(9) Other Material Contracts.
(a) Waiver of Buy/Sell Agreement between the Registrant and The Mutual Benefit Life
Insurance Company. (Incorporated by reference to Post-Effective Amendment No. 10
filed on April 26, 1993.)
(b) Buy/Sell Agreement between Registrant and Canada Life Insurance Company of
America. (Incorporated by reference to Post-Effective Amendment No. 10 filed on
April 26, 1993.)
(c) Buy/Sell Agreement between Registrant and Canada Life Insurance Company of
America. (Incorporated by reference to Post-Effective Amendment No. 13 filed on
September 30, 1994.)

(d) Agency Agreement between Investors Fiduciary Trust Company, acting as Transfer and
Dividend Disbursing Agent, and the Fund in respect of Seligman Capital, Seligman
Cash Management, Seligman Common Stock, Seligman Fixed Income Securities, and
Seligman Income Portfolios. (Incorporated by reference to Pre-Effective Amendment
No. 2 filed on May 24, 1988.)
<PAGE>

(e) First Amendment to Agency Agreement between Investors Fiduciary Trust Company,
acting as Transfer and Dividend Disbursing Agent, and the Fund in respect of
Seligman Henderson Global Portfolio. (Incorporated by reference to Post-Effective
Amendment No. 10 filed on April 26, 1993.)
(f) Second Amendment to Agency Agreement between Investors Fiduciary Trust Company,
acting as Transfer and Dividend Disbursing Agent, and the Fund in respect of
Seligman Communications and Information, Seligman Frontier, and Seligman Henderson
Global Smaller Companies Portfolios. (Incorporated by reference to Post-Effective
Amendment No. 13 filed on September 30, 1994.)
(g) Third Amendment to Agency Agreement between Investors Fiduciary Trust Company,
acting as Transfer and Dividend Disbursing Agent, and the Fund in respect of
Seligman High-Yield Bond Portfolio. (To be filed by amendment.)

(H) FOURTH AMENDMENT TO AGENCY AGREEMENT BETWEEN INVESTORS FIDUCIARY TRUST COMPANY,
ACTING AS TRANSFER AND DIVIDEND DISBURSING AGENT, AND THE FUND IN RESPECT OF
SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES PORTFOLIO AND SELIGMAN HENDERSON
GLOBAL TECHNOLOGY PORTFOLIO. (TO BE FILED BY AMENDMENT.)

(10) Opinion and Consent of Counsel. (TO BE FILED BY AMENDMENT.)

(11) Consent of independent auditors. (TO BE FILED BY AMENDMENT.)

(12) N/A.

(13) (a) Representation Re: Initial Capital (Purchase Agreement for Seligman Capital,
Seligman Cash Management, Seligman Common Stock, Seligman Fixed Income
Securities, and Seligman Income Portfolios). (Incorporated by reference to
Pre-Effective Amendment No. 2 filed on May 24, 1988.)
(b) Representation Re: Initial Capital (Purchase Agreement for Seligman Henderson
Global Portfolio). (Incorporated by reference to Post-Effective Amendment No. 10
filed on April 26, 1993.)
(c) Representation Re: Initial Capital (Purchase Agreement for Seligman High-Yield
Bond Portfolio). (Incorporated by reference to Post-Effective Amendment No. 15
filed on March 31, 1995.)

(C) REPRESENTATION RE: INITIAL CAPITAL (PURCHASE AGREEMENT FOR SELIGMAN HENDERSON
GLOBAL GROWTH OPPORTUNITIES PORTFOLIO) (TO BE FILED BY AMENDMENT).
(D) REPRESENTATION RE: INITIAL CAPITAL (PURCHASE AGREEMENT FOR SELIGMAN HENDERSON
GLOBAL TECHNOLOGY PORTFOLIO) (TO BE FILED BY AMENDMENT).

(14) The Seligman 401(K) Retirement Plan Marketing. (Incorporated by reference to
Post-Effective Amendment No. 3 filed on May 1, 1989.)

(15) N/A.

(16) N/A.

(17) N/A (FINANCIAL DATA SCHEDULE IS NOT APPLICABLE BECAUSE NO NEW FINANCIAL STATEMENTS ARE
FILED HEREWITH.)

(18) N/A.

</TABLE>

<PAGE>

Item 25. Persons Controlled by or Under Common Control with Registrant

None.

Item 26. Number of Holders of Securities

As of FEBRUARY 1, 1996, there were four record holders of Capital
Stock of the Registrant.

Item 27. Indemnification - Incorporated by reference to Registrant's
Post-Effective Amendment #6 (File No. 33-15253) as filed with the
Commission on May 1, 1991.
Item 28. Business and Other Connections of Investment Adviser

J. & W. Seligman & Co. Incorporated, a Delaware Corporation
("Manager"), is the Registrant's investment manager. The Manager
also serves as investment manager to sixteen 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 New Jersey Tax-Exempt Fund, Inc., Seligman
Pennsylvania Tax-Exempt Fund Series, Seligman Quality Municipal
Fund, Inc., Seligman Select Municipal Fund, Inc., Seligman
Tax-Exempt Fund Series, Inc., Seligman Tax-Exempt Series Trust and
Tri-Continental Corporation.

The Subadviser also serves as subadviser to EIGHT other associated
investment companies. They are Seligman Capital Fund, Seligman
Common Stock Fund, Seligman Communications and Information Fund,
SELIGMAN FRONTIER FUND, Seligman Growth Fund, Seligman Henderson
Global Fund Series, Seligman Income Fund, and Tri-Continental
Corporation.

The Manager and Subadviser have 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 and the Subadviser, respectively, together with
information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and
directors during the past two years, is incorporated by reference to
Schedules A and D of Form ADV, filed by the Manager and the
Subadviser, respectively, pursuant to the Investment Advisers Act of
1940 (SEC File Nos. 801-5798 and 801-4067), both of which were filed
on March 31, 1995.

Item 29. N/A

Item 30. Location of Accounts and Records - All accounts, books and other
documents required to be maintained by Section 31(a) of the 1940 Act
and the Rules (17 CFR 270.31a-1 to 31a-3) promulgated thereunder
will be maintained by the following:

Custodian and Recordkeeping Agent for Seligman Capital, Seligman
Cash Management, Seligman Common Stock, Seligman Communications and
Information, Seligman Fixed Income Securities, Seligman Frontier,
Seligman High-Yield Bond, and Seligman Income Portfolios: Investors
Fiduciary Trust Company, 127 West 10th Street, Kansas City, Missouri
64105.

Custodian for Seligman Henderson Global GROWTH OPPORTUNITIES
PORTFOLIO, Seligman Henderson Global PORTFOLIO, SELIGMAN HENDERSON
GLOBAL SMALLER COMPANIES PORTFOLIO AND SELIGMAN HENDERSON GLOBAL
TECHNOLOGY PORTFOLIO: Morgan Stanley Trust Company, One Pierrepont
Plaza, Brooklyn, New York 11201.

<PAGE>

Recordkeeping Agent for Seligman Henderson Global GROWTH
OPPORTUNITIES PORTFOLIO, Seligman Henderson Global PORTFOLIO,
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES PORTFOLIO AND SELIGMAN
HENDERSON GLOBAL TECHNOLOGY PORTFOLIO: Investors Fiduciary Trust
Company, 127 West 10th Street, Kansas City, Missouri 64105.

Transfer, Redemption and Other Shareholder Account Services for all
Portfolios: Investors Fiduciary Trust Company, 127 West 10th Street,
Kansas City, Missouri 64105.

Item 31. Management Services - None not discussed in the Prospectus or
Statement of Additional Information for the Registrant.

Item 32. Undertakings -

(1) The Registrant undertakes 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.

(2) THE REGISTRANT UNDERTAKES TO FILE A POST-EFFECTIVE AMENDMENT
UNDER THE SECURITIES ACT OF 1933 WITH FINANCIAL STATEMENTS OF
THE SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES PORTFOLIO
AND THE SELIGMAN HENDERSON GLOBAL TECHNOLOGY PORTFOLIO WITHIN
FOUR TO SIX MONTHS OF THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment pursuant to
Rule 485(b) of the Securities Act of 1933 and has duly caused this
Post-Effective Amendment # 17 to the 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 15TH day of FEBRUARY, 1996.

SELIGMAN PORTFOLIOS, INC.

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

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment #16 to the Registration Statement has been signed below by the
following persons, in the capacities indicated on October 30, 1995.

Signature Title

/s/ WILLIAM C. MORRIS Chairman of the Board (Principal
- ------------------------------ executive officer) and Director
William C. Morris

/s/ BRIAN T. ZINO Director and President
- -----------------------------
Brian T. Zino

/s/ THOMAS G. ROSE Treasurer
- -----------------------------
Thomas G. Rose

Fred E. Brown, Director )

Alice S. Ilchman, Director )

John E. Merow, Director )
Betsy S. Michel, Director ) /s/ BRIAN T. ZINO
--------------------------------
James C. Pitney, Director ) *Brian T. Zino, Attorney-In-Fact
James Q. Riordan, Director )
Ronald T. Schroeder, Director )
Robert L. Shafer, Director )
James N. Whitson, Director )

Exhibit 5(a)

FORM OF
MANAGEMENT AGREEMENT

MANAGEMENT AGREEMENT, dated as of ____________, 1996 between SELIGMAN
PORTFOLIOS, INC., a Maryland corporation (the "Corporation"), on behalf of
Seligman Henderson Global Growth Opportunities Portfolio and Seligman Henderson
Global Technology Portfolio (the "Portfolios"), and J. & W. SELIGMAN & CO.
INCORPORATED, a Delaware corporation (the "Manager").

WHEREAS, the Corporation is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

WHEREAS, the Corporation desires to retain the Manager to render or contract to
obtain as hereinafter provided investment management services to the
Corporation, and to administer the business and other affairs of the Corporation
and the Manager is willing to render such services;

Now, therefore, in consideration of the mutual agreements herein made, the
parties hereto agree as follows:

1. DUTIES OF THE MANAGER. The Manager shall, subject to the control of the
Board of Directors of the Corporation, manage the affairs of each Portfolio and
agrees to provide the services described in this Agreement on the terms set
forth herein. The Manager will enter into an agreement dated the date hereof
(the "Subadvisory Agreement") with Seligman Henderson Co. (the "Subadviser")
pursuant to which the Subadviser will provide each Portfolio with investment
management services, including investment research, advice and supervision,
determining which securities shall be purchased or sold by each Portfolio,
making purchases and sales of securities on behalf of each Portfolio and
determining how voting and other rights with respect to securities of each
Portfolio shall be exercised, subject in each case to the control of the Board
of Directors of the Corporation and in accordance with the objectives, policies
and principles set forth in the Registration Statement and Prospectus of the
Corporation and the requirements of the 1940 Act and other applicable law. The
Manager will continue to have responsibility for investment management services
provided under the Subadvisory Agreement. In the event the Subadviser ceases to
provide such investment management services to the Corporation, they shall be
provided by the Manager or by such other form as may be selected by the
Corporation and approved in accordance with applicable requirements. In
connection with the performance of its duties hereunder, the Manager shall
provide such office space, such bookkeeping, accounting, internal legal,
clerical, secretarial and administrative

<PAGE>

services exclusive of, and in addition to, any such services provided by any
others retained by the Corporation) and such executive and other personnel as
shall be necessary for the operations of the Portfolios. The Corporation
understands that the Manager also acts as the manager of all of the investment
companies in the Seligman Group.

Subject to Section 36 of the 1940 Act, the Manager shall not be liable to
the Corporation for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the management of
the Portfolios and the performance of its duties under this Agreement except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
this Agreement.

2. EXPENSES. The Manager shall pay all of its expenses arising from the
performance of its obligations under Section 1 including the fee of the
Subadviser, and, shall pay any salaries, fees and expenses of the directors of
the Corporation who are employees of the Manager or its affiliates. The Manager
shall not be required to pay any other expenses of the Corporation or the
Portfolios, including, but not limited to, direct charges relating to the
purchase and sale of portfolio securities, interest charges, fees and expenses
of independent attorneys and auditors, taxes and governmental fees, cost of
stock certificates and any other expenses (including clerical expenses) of
issue, sale, repurchase or redemption of shares, expenses of registering and
qualifying shares for sale, expenses of printing and distributing reports,
notices and proxy materials to shareholders, expenses of corporate data
processing and related services, shareholder recordkeeping and shareholder
account services, expenses of printing and filing reports and other documents
filed with governmental agencies, expenses of printing and distributing
prospectuses, expenses of annual and special shareholders' meetings, fees and
disbursements of transfer agents and custodians, expenses of disbursing
dividends and distributions, fees and expenses of directors of the Corporation
who are not employees of the Manager or its affiliates, membership dues in the
Investment Company Institute, insurance premiums and extraordinary expenses such
as litigation expenses.

3. COMPENSATION. (a) As compensation for the services performed and the
facilities and personnel provided by the Manager pursuant to Section 1, each
Portfolio will pay to the Manager promptly after the end of each month a fee,
calculated on each day during such month at the annual rate of 1.00% of the
average daily net assets attributable to the Portfolio.

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

4. PURCHASE AND SALE OF SECURITIES. The Manager or, pursuant to the
Subadvisory Agreement, the Subadviser shall purchase securities from or through

-2-

<PAGE>

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

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

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

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

Nothing herein shall prohibit the Board of Directors of the Corporation
from approving the payment by the Portfolios of additional compensation to
others for consulting services, supplemental research and security and economic
analysis.

5. TERM OF AGREEMENT. This Agreement shall continue in full force and
effect until December 31, 1998, and from year to year thereafter if such
continuance is approved in the manner required by the 1940 Act if the Manager

-3-

<PAGE>

shall not have notified the Portfolios in writing at least 60 days prior to such
December 31 or prior to December 31 of any year thereafter that it does not
desire such continuance. This Agreement may be terminated at any time with
respect to one or both Portfolis, without payment of any penalty by the
Corporation, on 60 days' written notice to the Manager by vote of the Board of
Directors of the Corporation or by vote of a majority of the outstanding voting
securities of the Portfolio (as defined by the 1940 Act). The failure of the
Board of Directors of the Corporation or holders of securities of one Portfolio
to approve the continuance of this Agreement with respect to one Portfolio,
shall be without prejudice to the effectiveness of this Agreement with respect
to the other Portfolio. This Agreement will automatically terminate in the event
of its assignment (as defined by the 1940 Act).

6. RIGHT OF MANAGER IN CORPORATE NAME. The Manager and the Corporation each
agree that the word "Seligman", which comprises a component of the Corporation's
and both Portfolios' names, is a property right of the Manager. Each Portfolio
agrees and consents that (i) it will only use the word "Seligman" as a component
of its corporate name and for no other purpose, (ii) it will not purport to
grant to any third party the right to use the word "Seligman" for any purpose,
(iii) the Manager or any corporate affiliate of the Manager may use or grant to
others the right to use the word "Seligman", or any combination or abbreviation
thereof, as all or a portion of a corporate or business name or for any
commercial purpose, including a grant of such right to any other investment
company, and at the request of the Manager, the Corporation and the Portfolio
will take such action as may be required to provide its consent to the use of
the word "Seligman", or any combination or abbreviation thereof, by the Manager
or any corporate affiliate of the Manager, or by any person to whom the Manager
or an affiliate of the Manager shall have granted the right to such use; and
(iv) upon the termination of any management agreement into which the Manager and
the Corporation may enter, the Corporation and the Portfolio shall, upon request
by the Manager, promptly take such action, at its own expense, as may be
necessary to change its corporate name to one not containing the word "Seligman"
and following such change, shall not use the word Seligman, or any combination
thereof, as a part of its corporate name or for any other commercial purpose,
and shall use its best efforts to cause its officers, trustees and shareholders
to take any and all actions which the Manager may request to effect the
foregoing and to reconvey to the Manager any and all rights to such word.

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

-4-
<PAGE>

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

SELIGMAN PORTFOLIOS, INC.

BY _________________________________

J. & W. SELIGMAN & CO. INCORPORATED

BY _________________________________

-5-

<PAGE>

Exhibit 5(b)

FORM OF
SUBADVISORY AGREEMENT

SUBADVISORY AGREEMENT, dated as of ____________, 1996 between J. & W. SELIGMAN &
CO. INCORPORATED, a Delaware Corporation (the "Manager") and SELIGMAN HENDERSON
CO., a New York general partnership (the "Subadviser").

WHEREAS, the Manager has entered into a Management Agreement dated ____________,
1996 (the "Management Agreement") with Seligman Portfolios, Inc. (the
"Corporation"), an open-end diversified management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), on behalf
of the Seligman Henderson Global Growth Opportunities Portfolio and the Seligman
Henderson Global Technology Portfolio of the Corporation (the "Portfolios"),
pursuant to which the Manager will render or contract to obtain as hereinafter
provided investment management services to each Portfolio, and to administer the
business and other affairs of each Portfolio; and

WHEREAS, the Manager desires to retain the Subadviser to provide investment
management services to each Portfolio, and the Subadviser is willing to render
such investment management services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:

1. DUTIES OF THE SUBADVISER. The Subadviser will provide each Portfolio
with investment management services, including investment research, advice and
supervision, determining which securities shall be purchased or sold by each
Portfolio, making purchases and sales of securities on behalf of each Portfolio
and determining how voting and other rights with respect to securities of each
Portfolio shall be exercised, subject in each case to the control of the Board
of Directors of the Corporation and in accordance with the objectives, policies
and principles set forth in the Registration Statement and Prospectus(es) of the
Corporation and the requirements of the 1940 Act and other applicable law.

Subject to Section 36 of the 1940 Act, the Subadviser shall not be liable
to the Corporation for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the management of
the Corporation and the performance of its duties under this Agreement except
for willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
this Agreement.

2. EXPENSES. The Subadviser shall pay all of its expenses arising from the
performance of its obligations under Section 1.

<PAGE>

3. COMPENSATION. (a) As compensation for the services performed and the
facilities personnel provided by the Manager pursuant to Section 1, the Manager
will pay to the Subadviser each month a fee, calculated on each day during such
month, at an annual rate .90% of each Portfolios' average daily net assets.

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

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

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

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

-2-

<PAGE>

5. TERM OF AGREEMENT. This Agreement shall continue in full force and
effect until December 31, 1996, and from year to year thereafter if such
continuance is approved in the manner required by the 1940 Act if the Subadviser
shall not have notified the Manager in writing at least 60 days prior to such
December 31 or prior to December 31 of any year thereafter that it does not
desire such continuance. This Agreement may be terminated at any time, without
payment of penalty by the Corporation, on 60 days written notice to the
Subadviser by vote of the Board of Directors of the Corporation or by vote of a
majority of the outstanding voting securities of the Portfolio (as defined by
the 1940 Act). The failure of the Board of Directors of the Corporation or
holders of securities of one Portfolio to approve the continuance of this
Agreement with respect to one Portfolio, shall be without prejudice to the
effectiveness of this Agreement with respect to the other Portfolio. This
Agreement will automatically terminate in the event of its assignment (as
defined by the 1940 Act) or upon termination of the Management Agreement.

6. AMENDMENTS. This Agreement may be amended by consent of the parties
hereto provided that the consent of the Corporation is obtained in accordance
with the requirements of the 1940 Act.

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

J. & W. SELIGMAN & CO. INCORPORATED

BY: __________________________________

SELIGMAN HENDERSON CO.

BY: __________________________________

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