================================================================================

SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT

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

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

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12

SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC.
(Name of Registrant as Specified In Its Charter)

Not Applicable
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

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

(2) Aggregate number of securities to which transaction applies:
__________________________________________________________________

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

(4) Proposed maximum aggregate value of transaction:
__________________________________________________________________

(5) Total fee paid:
__________________________________________________________________

[ ] Fee paid previously with preliminary materials:__________________________

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

(1) Amount previously paid:
______________________________________________

(2) Form, Schedule or Registration Statement No.:
______________________________________________

(3) Filing Party:
______________________________________________

(4) Date Filed:
______________________________________________

SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC.

100 Park Avenue, New York, New York 10017
New York City Telephone (212) 850-1864
Toll-Free Telephone (800) 221-2450

For questions about the proposals or voting your shares, please call
Georgeson Shareholder Communications, Inc., the Fund's proxy solicitor,
toll-free at 1-866-540-0938.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 1, 2002

To the Shareholders:

A Special Meeting of Shareholders (the "Meeting") of Seligman
Communications and Information Fund, Inc., a Maryland corporation (the "Fund"),
will be held at 100 Park Avenue, on November 1, 2002 at 10:00 A.M., for the
following purposes:

(1) To elect twelve Directors;

(2) To ratify or reject the selection of Deloitte & Touche LLP as auditors
of the Fund for 2002;

(3) To act on proposals to amend or eliminate certain of the Fund's
fundamental investment restrictions; and

(4) To transact any other business that may lawfully come before the
Meeting or any adjournment thereof;

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

The close of business on August 30, 2002 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof.

By order of the Board of Directors,

/s/ Frank J. Nasta
-----------------------------
Secretary

Dated: New York, New York, October 1, 2002

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

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

PLEASE INDICATE YOUR VOTE ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND
RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND
NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE BY TELEPHONE
OR THROUGH THE INTERNET. PLEASE REFER TO YOUR PROXY CARD FOR COMPLETE VOTING
INSTRUCTIONS. IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION,
WE ASK YOUR COOPERATION IN RESPONDING PROMPTLY. A PROXY WILL NOT BE REQUIRED FOR
ADMISSION TO THE MEETING.

October 1, 2002

SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC.

100 PARK AVENUE, NEW YORK, NEW YORK 10017

PROXY STATEMENT

FOR THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 1, 2002

This Proxy Statement is furnished to you in connection with the
solicitation of Proxies by the Board of Directors of Seligman Communications and
Information Fund, Inc. (the "Fund") to be used at the Special Meeting of
Shareholders (the "Meeting") to be held at 100 Park Avenue, on November 1, 2002.
It is expected that the Notice of Special Meeting, Proxy Statement and form of
Proxy will first be mailed to shareholders on or about October 1, 2002.

If the accompanying form of Proxy is executed properly and returned,
shares represented by it will be voted at the Meeting. If you give instructions,
your shares will be voted in accordance with your instructions. If you return
your executed Proxy without instructions, your shares will be voted (i) for the
election of twelve Directors, (ii) for the ratification of the selection of
auditors, (iii) for proposals to amend or eliminate certain of the Fund's
fundamental investment restrictions, and (iv) at the discretion of the Proxy
holders, on such other matters as may lawfully come before the Meeting or any
adjournment thereof. You may revoke your Proxy at any time prior to its exercise
by written notice to the Fund (Attention: Secretary), subsequent execution and
return of another Proxy prior to the Meeting, submitting a subsequent telephone
vote, submitting a subsequent internet vote or giving notice in person at the
Meeting.

The close of business on August 30, 2002 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof. On that date, the Fund had outstanding
123,090,283 shares of Class A capital stock, 54,136,842 shares of Class B
capital stock, 11,520,527 shares of Class C capital stock, 39,978,443 shares of
Class D capital stock and 589,829 shares of Class I capital stock, each share
being entitled to one vote. All such classes will vote together as a single
class on all matters brought before the Meeting.

For all matters on which a vote of a majority of the Fund's shares
outstanding and entitled to vote is required (Proposal 3), an abstention or
broker non-vote will have the same effect as a vote against the proposal. For
all matters on which the affirmative vote of a majority of the votes cast at a
meeting is required (Proposal 2) and for the election of Directors (Proposal 1),
an abstention or broker non-vote will not be considered a vote cast.

In the event that a quorum is not represented at the Meeting or, even if a
quorum is so represented, in the event that sufficient votes in favor of any
management proposal are not received by November 1, 2002, the persons named as
Proxies may propose and vote for one or more adjournments of the Meeting if a
quorum is not represented or, if a quorum is so represented, only with respect
to such management proposal, with no notice other than an announcement at the
Meeting, and further solicitation may be made. Shares represented by Proxies
indicating a vote against a management proposal will be voted against
adjournment in respect of that proposal.

The Fund's manager is J. & W. Seligman & Co. Incorporated (the "Manager").
The Fund's distributor is Seligman Advisors, Inc. The Fund's shareholder service
agent is Seligman Data Corp. The address of each of these entities is 100 Park
Avenue, New York, NY 10017. The Fund will furnish, without charge, a copy of its
most recent annual and semi-annual reports to any shareholder upon request to
Seligman Data Corp. at 1-800-221-2450.

If you have elected to receive one Proxy Statement for all accounts
maintained by members of your household, the Fund undertakes to deliver promptly
a separate copy of the Proxy Statement for a separate account upon written or
oral request.

A. ELECTION OF DIRECTORS
------------------------
(Proposal 1)

The Fund's Board of Directors (the "Board") is presently comprised of
twelve Directors. At the Meeting, these Directors will be nominated for election
to hold office until the next meeting at which Director elections are held or
until their successors are elected and qualify.

It is the intention of the persons named in the accompanying form of Proxy
to vote for the election of John R. Galvin, Paul C. Guidone, Alice S. Ilchman,
Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, Leroy C.
Richie, James Q. Riordan, Robert L. Shafer, James N. Whitson and Brian T. Zino.
Each of the foregoing individuals has consented to be a nominee. Each of the
nominees, with the exception of Messrs. Guidone and Richie, previously has been
elected by the shareholders at the Fund's special meeting of shareholders held
in 1995. Messrs. Guidone and Richie were elected by the Board on May 16, 2002
and September 21, 2000, respectively. Each of the nominees has been recommended
by the Director Nominating Committee of the Board.

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

Information about each of the Directors of the Fund appears below.

INFORMATION REGARDING NOMINEES FOR ELECTION

NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX TO
NAME (AGE) AND LENGTH OF TIME PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS, BE OVERSEEN
POSITION WITH FUND* SERVED AS DIRECTOR DIRECTORSHIPS AND OTHER INFORMATION BY DIRECTOR
------------------- ------------------ ------------------------------------------------ -------------

INDEPENDENT DIRECTOR NOMINEES

John R. Galvin (73) 1995 to Date DEAN EMERITUS, FLETCHER SCHOOL OF LAW AND 61
DIRECTOR DIPLOMACY AT TUFTS UNIVERSITY, MEDFORD, MA.
[PHOTO OMITTED] General Galvin is a Director or Trustee of each
of the investment companies of the Seligman
Group of Funds.+ He is also Chairman Emeritus
of the American Council on Germany. He was
formerly a Governor of the Center for Creative
Leadership; a Director of Raytheon Company
(defense and commercial electronics); and a
Trustee of the Institute for Defense Analysis.
From June 1987 to June 1992, he was the Supreme
Allied Commander, Europe and the
Commander-in-Chief, United States European
Command.

Alice S. Ilchman (67) 1991 to Date PRESIDENT EMERITUS, SARAH LAWRENCE COLLEGE, 61
DIRECTOR BRONXVILLE, NY. Dr. Ilchman is a Director or
[PHOTO OMITTED] Trustee of each of the investment companies of
the Seligman Group of Funds.+ She is also
Director of the Jeannette K. Watson Summer
Fellowships (summer internships for college
students); a Trustee of Save the Children
(nonprofit child-assistance organization) and
the Committee for Economic Development; a
Governor of the Court of Governors, London
School of Economics; and a Director of the
Public Broadcasting Service (PBS). She was
formerly the Chairman of the Rockefeller
Foundation (charitable foundation) and a
Director of New York Telephone Company.

Frank A. McPherson (69) 1995 to Date RETIRED CHAIRMAN OF THE BOARD AND CHIEF 61
DIRECTOR EXECUTIVE OFFICER OF KERR-MCGEE CORPORATION,
[PHOTO OMITTED] OKLAHOMA CITY, OK (A DIVERSIFIED ENERGY
COMPANY). Mr. McPherson is a Director or
Trustee of each of the investment companies of
the Seligman Group of Funds.+ He is also a
Director of Conoco Inc. (oil and gas
exploration and production), Integris Health
(owner of various hospitals), BOK Financial
(bank holding company), Oklahoma Chapter of the
Nature Conservancy, Oklahoma Medical Research
Foundation, Boys and Girls Clubs of Oklahoma,
Oklahoma City Public Schools Foundation and
Oklahoma Foundation for Excellence in
Education. He was formerly a Director of
Kimberly-Clark Corporation (consumer products).

John E. Merow (72) 1982 to Date RETIRED CHAIRMAN AND SENIOR PARTNER, SULLIVAN & 61
DIRECTOR Cromwell, New York, NY (law firm). Mr. Merow is
[PHOTO OMITTED] a Director or Trustee of each of the investment
companies of the Seligman Group of Funds.+ He
is also a Director of Commonwealth Industries,
Inc. (manufacturer of aluminum sheet products);
Director and Treasurer of the Foreign Policy
Association; Director Emeritus of the Municipal
Art Society of New York; Trustee and Secretary
of the U.S. Council for International Business;
Trustee of New York-Presbyterian Hospital;
Trustee and Vice Chairman of New
York-Presbyterian Healthcare System, Inc.; and
a Member of the American Law Institute and
Council on Foreign Relations.

Betsy S. Michel (60) 1984 to Date ATTORNEY, GLADSTONE, NJ. Ms. Michel is a 61
DIRECTOR Director or Trustee of the investment companies
[PHOTO OMITTED] of the Seligman Group of Funds.+ She is a
Trustee of the Geraldine R. Dodge Foundation
(charitable foundation) and World Learning,
Inc. (charitable foundation). She was formerly
Chairman of the Board of Trustees of St.
George's School (Newport, RI).

Leroy C. Richie (61) 2000 to Date CHAIRMAN AND CHIEF EXECUTIVE OFFICER, Q 60
DIRECTOR STANDARDS WORLDWIDE, INC., BIRMINGHAM, MI
[PHOTO OMITTED] (LIBRARY OF TECHNICAL STANDARDS). Mr. Richie is
a Director or Trustee of each of the investment
companies of the Seligman Group of Funds,+ with
the exception of Seligman Cash Management Fund,
Inc. He is also a Director of Kerr-McGee
Corporation (a diversified energy company) and
Infinity, Inc. (oil and gas services and
exploration); and Director and Chairman of
Highland Park Michigan Economic Development
Corp. He was formerly a Trustee of New York
University Law Center Foundation; Vice Chairman
of the Detroit Medical Center and the Detroit
Economic Growth Corp; and Chairman and Chief
Executive Officer of Capital Coating
Technologies, Inc. (applied coating
technologies). From 1990 through 1997, Mr.
Richie was Vice President and General Counsel,
Automotive Legal Affairs, of Chrysler
Corporation.

James Q. Riordan (75) 1991 to Date DIRECTOR, VARIOUS ORGANIZATIONS, STUART, FL. 61
DIRECTOR Mr. Riordan is a Director or Trustee of each of
[PHOTO OMITTED] the investment companies of the Seligman Group
of Funds.+ He is also a Director or Trustee of
the Houston Exploration Company (oil
exploration) and the Committee for Economic
Development. He was formerly Vice Chairman of
Mobil Corporation (petroleum and
petrochemicals); Co-Chairman of the Policy
Council of the Tax Foundation; a Director and
President of Bekaert Corporation (high-grade
steel cord, wire and fencing products); and a
Director or Trustee of Tesoro Petroleum
Companies, Inc., Dow Jones & Company, Inc.
(business and financial news), KeySpan
Corporation (diversified energy and electric
company), the Brooklyn Museum and the Public
Broadcasting Service (PBS).

Robert L. Shafer (70) 1982 to Date RETIRED VICE PRESIDENT OF PFIZER INC., NEW 61
DIRECTOR YORK, NY (PHARMACEUTICALS). Mr. Shafer is a
[PHOTO OMITTED] Director or Trustee of each of the investment
companies of the Seligman Group of Funds.+ From
1987 through 1997, Mr. Shafer was a Director of
USLIFE Corporation (life insurance).

James N. Whitson (67) 1993 to Date RETIRED EXECUTIVE VICE PRESIDENT AND CHIEF 61
DIRECTOR OPERATING OFFICER OF SAMMONS ENTERPRISES, INC.,
[PHOTO OMITTED] DALLAS, TX (DIVERSIFIED HOLDING COMPANY). Mr.
Whitson is a Director or Trustee of each of the
investment companies of the Seligman Group of
Funds.+ He is also a Director and Consultant of
Sammons Enterprises, Inc. and a Director of
C-SPAN (cable television networks) and
CommScope, Inc. (manufacturer of coaxial
cable).

INTERESTED DIRECTOR NOMINEES

Paul C. Guidone** (44) May 2002 to Date MANAGING DIRECTOR AND CHIEF INVESTMENT OFFICER, 60
DIRECTOR J. & W. SELIGMAN & CO. INCORPORATED, NEW YORK,
[PHOTO OMITTED] NY. Mr. Guidone is a Director or Trustee of
each of the investment companies of the
Seligman Group of Funds,+ with the exception of
Seligman Cash Management Fund, Inc. He is also
a member of the Association of Investment
Management and Research, the New York Society
of Security Analysts and the London Society of
Investment Professionals. He was formerly
Deputy Chairman and Group Chief Executive
Officer of HSBC Asset Management and, prior to
that, Managing Director and Chief Investment
Officer of Prudential Diversified Investments.

William C. Morris** (64) 1988 to Date CHAIRMAN, J. & W. SELIGMAN & CO. INCORPORATED, 61
DIRECTOR, CHAIRMAN OF THE NEW YORK, NY. Mr. Morris is Chairman and Chief
BOARD AND CHIEF Executive Officer of each of the investment
EXECUTIVE OFFICER companies of the Seligman Group of Funds;+
[PHOTO OMITTED] Chairman of Seligman Advisors, Inc. and
Seligman Services, Inc. (broker-dealer); and a
Director of Seligman Data Corp. He is also
Chairman of Carbo Ceramics Inc. (manufacturer
of ceramic proppants for oil and gas industry)
and a Director of Kerr-McGee Corporation (a
diversified energy company).

Brian T. Zino** (50) 1993 to Date DIRECTOR AND PRESIDENT, J. & W. SELIGMAN & CO. 61
DIRECTOR AND PRESIDENT INCORPORATED, NEW YORK, NY. Mr. Zino is
[PHOTO OMITTED] President of each of the investment companies
of the Seligman Group of Funds,+ with the
exception of Seligman Quality Municipal Fund,
Inc. and Seligman Select Municipal Fund, Inc.
He is also a Director or Trustee of each of the
investment companies of the Seligman Group of
Funds; Chairman of Seligman Data Corp.; and a
Director of Seligman Advisors, Inc. and
Seligman Services, Inc. (broker-dealer). He is
also a Member of the Board of Governors of the
Investment Company Institute and Chairman of
ICI Mutual Insurance Company.

- --------------
+ The Seligman Group of Funds consists of twenty-three registered investment
companies (comprising sixty-one portfolios), including the Fund.

* The address for each nominee is 100 Park Avenue, New York, New York 10017.

** Mr. Guidone, Mr. Morris and Mr. Zino are considered "interested persons"
of the Fund, as defined in the Investment Company Act of 1940, as amended,
by virtue of their positions with the Manager and its affiliates.

Mr. Whitson is a director and executive committee member of a private
company that indirectly controls a broker-dealer and has an option to acquire
control of another broker-dealer in 2007. Both broker-dealers distribute the
Fund's shares.

BENEFICIAL OWNERSHIP OF SHARES OF THE FUND AND FUNDS OF COMPLEX

As of September 16, 2002, the nominees beneficially owned shares of the
Fund and the investment companies of the Seligman Group of Funds as follows:

AGGREGATE DOLLAR RANGE OF SHARES OWNED IN
DOLLAR RANGE OF COMMON SHARES OF THE FUNDS OVERSEEN OR TO BE OVERSEEN BY
NAME OF NOMINEE FUND OWNED BY NOMINEE NOMINEE IN SELIGMAN GROUP
--------------- ------------------------------------ ------------------------------------------

INDEPENDENT DIRECTOR NOMINEES

John R. Galvin $1-$10,000 $10,001-$50,000
Alice S. Ilchman $50,001-$100,000 Over $100,000
Frank A. McPherson $50,001-$100,000 Over $100,000
John E. Merow Over $100,000 Over $100,000
Betsy S. Michel $50,001-$100,000 Over $100,000
Leroy C. Richie $1-$10,000 $10,001-$50,000
James Q. Riordan $10,001-$50,000 Over $100,000
Robert L. Shafer Over $100,000 Over $100,000
James N. Whitson $10,001-$50,000 Over $100,000

INTERESTED DIRECTOR NOMINEES

Paul C. Guidone None $50,001-$100,000
William C. Morris Over $100,000 Over $100,000
Brian T. Zino Over $100,000 Over $100,000

As of September 16, 2002, all Directors and officers of the Fund as a
group beneficially owned 7.46% of the Fund's Class I shares, less than 1% of the
Fund's Class A shares and none of the Fund's Class B, Class C or Class D shares.

As of September 16, 2002, none of the independent Director nominees or
their immediate family members owned any shares of the Manager or Seligman
Advisors, Inc. or in any person (other than a registered investment company)
directly or indirectly controlling, controlled by, or under common control with
the Manager or Seligman Advisors, Inc.

BOARD COMMITTEES

The Board of Directors met six times during the Fund's 2001 fiscal year.
The standing committees of the Board include the Board Operations Committee,
Audit Committee and Director Nominating Committee. These Committees are
comprised solely of Directors who are not "interested persons" of the Fund as
that term is defined in the Investment Company Act of 1940, as amended (the
"1940 Act"). The duties of these Committees are described below.

BOARD OPERATIONS COMMITTEE. This Committee has authority generally to
direct the operations of the Board, including the nomination of members of other
Board Committees, and the selection of legal counsel for the Fund. The Committee
met five times during the Fund's 2001 fiscal year. Members of the Committee are
Messrs. McPherson (Chairman), Galvin, Merow, Richie, Riordan, Shafer and
Whitson, Dr. Ilchman and Ms. Michel.

AUDIT COMMITTEE. This Committee assists the Board in its oversight of the
Fund's financial reporting process and operates pursuant to a written charter
most recently amended on March 15, 2001. The Committee met twice during the
Fund's 2001 fiscal year. Members of this Committee are Messrs. Whitson
(Chairman), Galvin, Merow and Richie and Ms. Michel.

DIRECTOR NOMINATING COMMITTEE. This Committee recommends to the Board
persons to be nominated for election as Directors by the shareholders and
selects and proposes nominees for election by the Board between shareholder
meetings. The Committee will consider suggestions from shareholders submitted in
writing to the Secretary of the Fund. The Committee met once during the Fund's
2001 fiscal year. Members of this Committee are Messrs. Shafer (Chairman),
McPherson and Riordan, and Dr. Ilchman.

EXECUTIVE OFFICERS OF THE FUND

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

NAME (AGE) AND POSITION TERM OF OFFICE AND
WITH THE FUND* LENGTH OF TIME SERVED** PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------------------------------------------

Paul H. Wick (39) 1990 to Date Mr. Wick is a Director and Managing Director of the
VICE PRESIDENT AND Manager. He is also Vice President of Seligman
PORTFOLIO MANAGER Portfolios, Inc. and Portfolio Manager of its
Communications and Information Portfolio. He joined
the Manager in 1987 as an Associate in Investment
Research.

Lawrence P. Vogel (46) VP: 1992 to Date Mr. Vogel is Senior Vice President and Treasurer,
VICE PRESIDENT Treas: 2000 to Date Investment Companies, of the Manager and is Vice
AND TREASURER President and Treasurer of each of the investment
companies of the Seligman Group of Funds and of
Seligman Data Corp. He was formerly Senior Vice
President, Finance, of the Manager, Seligman Advisors,
Inc. and Seligman Data Corp.; Vice President and
Treasurer of Seligman International, Inc.; Vice
President of Seligman Services, Inc.; and Treasurer of
Seligman Henderson Co.

Thomas G. Rose (44) 2000 to Date Mr. Rose is Senior Vice President, Finance, of the
VICE PRESIDENT Manager, Seligman Advisors, Inc. and Seligman Data
Corp. He is Vice President of each of the investment
companies of the Seligman Group of Funds. He is also
Vice President of Seligman International, Inc. and
Seligman Services, Inc. Formerly, he was Treasurer of
each of the investment companies of the Seligman Group
of Funds and Seligman Data Corp.

Frank J. Nasta (37) 1994 to Date Mr. Nasta is General Counsel, Senior Vice President,
SECRETARY Law and Regulation and Corporate Secretary of the
Manager. He is Secretary of each of the investment
companies of the Seligman Group of Funds. He is also
Corporate Secretary of Seligman Advisors, Inc.,
Seligman Services, Inc., Seligman International, Inc.
and Seligman Data Corp. He was formerly Corporate
Secretary of Seligman Henderson Co.

- ------------
* The address of each of the foregoing officers is 100 Park Avenue, New York,
New York 10017.
** All officers are elected annually by the Board of Directors and serve until
their successors are elected and qualify or their earlier resignation.

REMUNERATION OF DIRECTORS AND OFFICERS

Directors of the Fund who are not employees of the Manager or its
affiliates each receive an annual retainer fee of $60,000, the amount of which
is shared by the Fund and the other investment companies in the Seligman Group
of Funds. For the fiscal year ended December 31, 2001, the Fund paid each
Director a retainer fee of $10,884 per year. In addition, such Directors are
paid a total of $3,000 for each day on which they attend Board and/or Committee
meetings ($1,500 for telephone attendance at certain meetings), the amount of
which is shared by the Fund and the other investment companies of the Seligman
Group of Funds meeting on the same day. The Directors are also reimbursed for
the expenses of attending meetings. Directors may elect to defer receipt of
their fees pursuant to the Fund's Deferred Compensation Plan for Directors.
Total directors' fees paid by the Fund for the fiscal year ended December 31,
2001 were as follows:

NUMBER OF DIRECTORS AGGREGATE DIRECT
IN GROUP CAPACITY IN WHICH REMUNERATION WAS RECEIVED REMUNERATION
- --------------------------------------------------------------------------------------------------------------

10 Directors and Members of Committees $109,530

Director's attendance, retainer and/or committee fees paid to each
Director during fiscal 2001 were as follows:

AGGREGATE PENSION OR RETIREMENT BENEFITS TOTAL COMPENSATION FROM
COMPENSATION ACCRUED AS PART OF FUND FUND AND FUND
NAME FROM FUND EXPENSES COMPLEX*
- ---- ------------ ------------------------------ ------------------------

John R. Galvin $ 11,156 -0- $94,500
Alice S. Ilchman 11,201 -0- 88,500
Frank A. McPherson 11,130 -0- 90,000
John E. Merow+ 11,156 -0- 94,500
Betsy S. Michel 11,156 -0- 91,500
James C. Pitney+ 11,102 -0- 87,000
Leroy C. Richie 9,297 -0- 90,000
James Q. Riordan 11,102 -0- 87,000
Robert L. Shafer 11,074 -0- 85,500
James N. Whitson+ 11,156 -0- 93,000
--------
$109,530
========

No compensation is paid by the Fund to Directors or officers of the Fund
who are employees of the Manager.

- -------------
* In fiscal year 2001 there were twenty-three registered investment companies
(comprising sixty-one portfolios) of the Seligman Group of Funds.

+ Mr. Merow, who had deferred receiving his fees from the Fund and other
investment companies of the Seligman Group of Funds from 1991 up to 1997,
had a balance as of December 31, 2001 of $36,724, with respect to the Fund,
in his deferred plan account, including earnings. Mr. Pitney, who had
deferred receiving his fees from the Fund and other investment companies of
the Seligman Group of Funds from 1991 up to 1993, had a balance as of
December 31, 2001 of $9,700, with respect to the Fund, in his deferred plan
account, including earnings. Mr. Pitney retired from the Board effective May
16, 2002. Since 1993, Mr. Whitson has elected to defer receiving his fees
from the Fund and other investment companies of the Seligman Group of Funds.
As of December 31, 2001, Mr. Whitson had deferred $60,161, with respect to
the Fund, including earnings.

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

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF EACH OF THE NOMINEES TO SERVE AS DIRECTOR OF THE FUND.

B. RATIFICATION OR REJECTION OF SELECTION OF AUDITORS
-----------------------------------------------------
(Proposal 2)

The Audit Committee of the Board has recommended, and the Board, including
a majority of those members who are not "interested persons" of the Fund (as
defined in the 1940 Act), has selected, Deloitte & Touche LLP as auditors of the
Fund for 2002. The firm of Deloitte & Touche LLP has extensive experience in
investment company accounting and auditing. It is expected that a representative
of Deloitte & Touche LLP will be present at the Meeting and will have the
opportunity to make a statement and respond to questions.

Deloitte & Touche LLP, in accordance with Independence Standards Board
Standard No. 1, has confirmed to the Audit Committee that they are independent
auditors with respect to the Fund. Deloitte & Touche LLP has audited the
semi-annual and annual financial statements of the Fund and provided tax-related
services to the Fund. Deloitte & Touche LLP has also rendered non-audit services
to the Manager, Seligman Advisors, Inc., an affiliate of the Manager, and
Seligman Data Corp., the shareholder service agent for the Fund, which is
partially owned by certain other investment companies in the Seligman Group of
Funds (together, the "Affiliated Service Providers").

In making its recommendation, the Audit Committee considered whether the
provision by the independent auditors to the Fund of non-audit services to the
Fund or of professional services to the Affiliated Service Providers is
compatible with maintaining the auditors' independence and has discussed the
auditors' independence with them.

FEES FOR SERVICES TO THE FUND

AUDIT FEES. For the fiscal year ended December 31, 2001, the fee for
professional services rendered for the audits of the semi-annual and annual
financial statements was $71,500.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. None.

ALL OTHER FEES. For the fiscal year ended December 31, 2001, Deloitte &
Touche LLP was also paid approximately $2,000 for tax-related services.

FEES FOR SERVICES TO THE AFFILIATED SERVICE PROVIDERS

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. None.

ALL OTHER FEES. For the fiscal year ended December 31, 2001, Deloitte &
Touche LLP was also paid approximately $119,800 for all other non-audit services
rendered on behalf of the Manager, Seligman Advisors, Inc. and Seligman Data
Corp. Of this amount, $87,500 related to attestation and internal control
compliance testing, $11,800 related to tax compliance and consultation services
and $20,500 related to other services.

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

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF
THE SELECTION OF DELOITTE & TOUCHE LLP AS AUDITORS OF THE FUND.

C. PROPOSALS TO AMEND OR ELIMINATE CERTAIN OF THE FUND'S
--------------------------------------------------------
FUNDAMENTAL INVESTMENT RESTRICTIONS
-----------------------------------
(Proposals 3(a) - 3(m))

The Board has approved, and recommends that shareholders of the Fund
approve, the amendment or, in some cases, the elimination of certain fundamental
restrictions of the Fund.

The 1940 Act requires all mutual funds to adopt certain specific
investment restrictions, referred to as "fundamental" restrictions, that may be
changed only by shareholder vote. The Board has analyzed each of the Fund's
current fundamental restrictions and concluded that most of them should be
revised or eliminated. The proposed restrictions are intended to provide the
Fund with greater flexibility to respond to future legal, regulatory, market or
technical changes. In addition, the revised restrictions are expected to enable
the Fund to operate more efficiently and make it easier to monitor its own
compliance.

The proposed revisions to the Fund's fundamental restrictions are
described below. The proposals are organized in three categories:

o Fundamental restrictions that the Board recommends amending,

o Fundamental restrictions that the Board recommends eliminating because
it has adopted a similar non-fundamental restriction, and

o Fundamental restrictions that the Board recommends eliminating.

Non-fundamental restrictions may be adopted and changed by the Board
without shareholder action, avoiding delays and costs to the Fund. The
advantages of making a restriction non-fundamental are discussed below.

Exhibit A contains those of the Fund's current fundamental restrictions
for which changes are proposed and the corresponding amendments, eliminations or
replacement non-fundamental restrictions that are proposed. Shareholders are
requested to vote on each proposal separately.

Although the proposed changes will allow the Fund greater flexibility to
respond to future investment opportunities, most of the proposed changes are not
expected to modify the way the Fund is currently managed. The Manager has
recommended to the Board and the Board has authorized the Fund, subject to
shareholder approval, to invest in other investment companies and certain
options for certain limited purposes in managing the Fund, as discussed below.
However, the use of any other types of options or any other types of derivative
instruments is subject to the prior approval of the Board. The Board does not
anticipate that the proposed changes, individually or in the aggregate, will
materially change the level of risk associated with investing in the Fund,
although the use of certain commodities and options contracts by the Fund would
involve the risk of loss, and to the extent the Board, in the future, authorizes
the use of other investment techniques their use may result in losses to the
Fund. Nor does the Board anticipate that the proposed changes will, individually
or in the aggregate, materially change the manner in which the Fund is managed.
If they are adopted, the Fund will interpret the new restrictions in light of
existing and future rules and orders of the Securities and Exchange Commission
("SEC"), and SEC staff interpretations of relevant law.

For each of the following proposals, the affirmative vote of a majority of
the outstanding voting securities of the Fund is required for the adoption of
such proposal. Under the 1940 Act, a "vote of a majority of the outstanding
voting securities" of the Fund means the affirmative vote of the lesser of (1)
more than 50% of the outstanding shares of the Fund or (2) 67% or more of the
shares present at a shareholders' meeting if more than 50% of the outstanding
shares are represented at the meeting in person or by proxy.

If any proposal is not approved by shareholders, then the applicable
current fundamental restriction, as set forth in Exhibit A, will remain
unchanged.

PROPOSALS TO AMEND CERTAIN FUNDAMENTAL RESTRICTIONS

The Board has approved and recommends that you vote "FOR" the revisions to
each of the following fundamental restrictions. Each proposed fundamental
restriction is formulated to ensure compliance with all applicable laws and to
provide the Fund with greater flexibility so as to respond to future legal,
regulatory, market or technical changes. The Board believes that the Fund should
be provided with the maximum flexibility permitted by law to pursue its
investment objective. Fundamental restrictions may be changed only by a vote of
the shareholders.

PROPOSAL 3(A): TO AMEND THE FUND'S FUNDAMENTAL RESTRICTION REGARDING
INVESTMENTS IN COMMODITIES

The Fund currently has a fundamental restriction that prohibits it from
purchasing or selling commodities and commodity contracts.

The Board recommends that this restriction be amended, as set forth in
Exhibit A, to allow the Fund to purchase or sell commodities or commodities
contracts to the extent permissible under applicable law and interpretations, as
they may be amended from time to time. The Manager is currently not aware of any
laws that restrict the Fund's ability to purchase or sell commodities or
commodities contracts, although the Fund would be required to satisfy certain
requirements as described in Proposal 3(c) in order to purchase or sell such
instruments. In addition, regulation under the Commodity Exchange Act provides
an exclusion from the definition of "commodity pool" for a registered investment
company, such as the Fund, provided that the investment company's transactions
in commodities and commodities contracts are for the purpose of hedging (to
protect a portfolio against declines in value) or fall within specified limits
and certain other requirements are satisfied. The Board has adopted a
non-fundamental restriction, set forth in Exhibit A, that the Fund may invest in
commodities and commodities contracts only to the extent permissible under this
exemption. The Board has also adopted a non-fundamental policy regarding the
Fund's use of derivatives, including certain commodity interests, pursuant to
which the Manager must seek Board approval for the Fund to engage in
transactions in options and other derivatives if they are of a type that the
Fund has not previously utilized.

Commodity interests may include physical commodities such as wheat,
cotton, rice and corn (in which the Fund has no intention of investing), and
financial futures contracts, including those related to currencies, securities,
indices of securities or interest rates. If a fund buys a financial futures
contract, and the contract is settled in cash, it obtains the right to receive
(or, if the fund sells the contract, the fund is obligated to pay) the cash
difference between the contract price for the underlying asset or index and the
future market price, or index value, if the future market price or index value
is higher. If the future market price or index value is lower, the fund is
obligated to pay (or, if the

fund sold the contract, the fund is entitled to receive) the amount of the
decrease. If the financial futures contract is physically settled, the fund must
buy (if the fund has purchased the futures contract) or sell (if the fund has
sold the futures contract) a specified quantity of underlying assets at a
specified price on the settlement date of the contract. In addition, options may
be purchased and sold on futures contracts. Funds typically utilize financial
futures contracts and options related to such contracts for hedging or
investment purposes.

If shareholders approve this proposal, the Manager intends to seek Board
approval for the Fund to utilize certain futures contracts and options thereon
and potentially other types of derivative instruments that could be viewed as
commodities or commodities contracts, from time to time, if appropriate hedging
or investment opportunities arise. These transactions would be for hedging or
investment purposes, and the use of any new type of commodity would be subject
to prior approval of the Board and further subject to the limits imposed by the
exemption from the Commodity Exchange Act, as described above. Using these
financial instruments and similar instruments for investment purposes can
involve substantial risks. For example, derivative instruments can present
investment risk to the Fund if the Manager does not accurately predict the
fluctuations in interest rates, currency values or the market to which the
financial instrument is tied. Certain derivative instruments may involve the use
of leverage and, as a result, there is the risk that the Fund could lose more
than the amount of its original investment. For example, a fund may purchase
futures contracts by making a relatively small "margin deposit" and, if such
contract is thereafter sold at a loss, the Fund could lose substantially more
than this original margin deposit. Therefore, such instruments will be utilized
only if the Manager and the Board determine that their use is advisable and does
not present undue risk to the Fund, and only after any of those activities are
described in the Fund's Prospectus or Statement of Additional Information filed
with the SEC.

PROPOSAL 3(B): TO AMEND THE FUND'S FUNDAMENTAL RESTRICTION REGARDING THE
PURCHASE OF SECURITIES ON MARGIN

The Fund currently has a fundamental restriction that prohibits it from
purchasing securities on margin.

The Board recommends that this restriction be amended, as set forth in
Exhibit A, to provide that the Fund may not purchase securities on margin except
as permitted by the 1940 Act or any rule thereunder, any SEC or SEC staff
interpretations thereof or any exemption therefrom which may be granted by the
SEC.

A purchase on margin involves a loan from the broker-dealer arranging the
transaction and the margin is the cash or securities that the borrower places
with the broker-dealer as collateral against

the loan. The purchase of securities on margin involves leveraging, which would
increase the volatility of a fund's portfolio. In addition, if securities
purchased on margin decline in value, a fund could be subject to a "margin
call", pursuant to which the fund must either deposit additional cash collateral
with the broker-dealer or suffer mandatory liquidation of the pledged
collateral.

The purchase of securities on margin is effectively prohibited by the 1940
Act, so modifying this restriction will not have an immediate effect on the
day-to-day management of the Fund, the investment performance of the Fund, or
the securities or instruments in which the Fund invests. The Manager does not
currently intend to seek Board approval for margin purchases. However, it may
wish to do so in the future if the regulatory environment changes and
appropriate investment opportunities arise.

PROPOSAL 3(C): TO AMEND THE FUND'S FUNDAMENTAL RESTRICTION REGARDING BORROWING

The Fund currently has a fundamental restriction that prohibits it from
borrowing money, except in an amount not to exceed one-third of the value of its
total assets less liabilities other than such borrowing.

The Board recommends that this restriction be amended, as set forth in
Exhibit A, to allow the Fund to issue senior securities or borrow money to the
extent permitted by the 1940 Act or any rule thereunder, any SEC or SEC staff
interpretations thereof or any exemptions therefrom which may be granted by the
SEC. A "senior security" is an obligation with respect to the earnings or assets
of a company that takes precedence over the claims of that company's common
stock with respect to the same earnings or assets. The 1940 Act prohibits a
mutual fund from issuing senior securities other than certain borrowings, but
SEC staff interpretations allow a fund to engage in certain types of
transactions that otherwise might raise senior security concerns (e.g., short
sales, buying and selling financial futures contracts and selling put and call
options) provided that the fund maintains segregated deposits or portfolio
securities, or otherwise covers the transaction with offsetting portfolio
securities, in amounts sufficient to offset any liability associated with the
transaction. The proposed amendment to this fundamental restriction would not
affect the Fund's ability to engage in such transactions.

The Fund's present fundamental restriction on borrowing is similar to the
limitations imposed by the 1940 Act. The principal difference is that the 1940
Act permits a fund to borrow up to an additional 5% of its total assets for
temporary purposes. This temporary borrowing may be from a bank or other
sources. There are risks associated with borrowing. For example, borrowing may
cause the value of a fund's shares to be more volatile than if the fund did not
borrow. In addition, to the extent a fund borrows, it will pay interest on the
money that it borrows, and the interest expense will raise the overall expenses
of the fund and reduce its returns. The interest payable on the borrowed amount

may be more (or less) than the return the fund receives from the securities
purchased with the borrowed amount. A fund could also be forced to sell
securities at inopportune times to repay borrowings as they become due.

Currently, the Fund's only arrangement for borrowing is its participation
in a joint committed line of credit shared by most of the mutual funds in the
Seligman Group, which these funds use from time to time for temporary purposes
such as meeting redemption requests. The Manager has no current plans for the
Fund to issue senior securities or engage in additional or temporary borrowings
other than temporary borrowings under the line of credit. As a result, revising
this fundamental restriction is not expected to affect the day-to-day management
of the Fund, the investment performance of the Fund, or the securities or
instruments in which the Fund invests.

PROPOSAL 3(D): TO AMEND THE FUND'S FUNDAMENTAL RESTRICTION REGARDING LENDING

The Fund currently has a fundamental restriction that prohibits it from
making loans, with the exception of loans of portfolio securities. Other
exceptions to this restriction include the purchase of notes, bonds or other
evidences of indebtedness, and the entry into repurchase agreements or deposits
with banks, to the extent that these may be considered loans.

The Board recommends that this restriction be amended, as set forth in
Exhibit A, to allow the Fund to make loans to the extent permitted by the 1940
Act or any rule thereunder, any SEC or SEC staff interpretations thereof or any
exemptions therefrom which may be granted by the SEC. The 1940 Act generally
prohibits funds from making loans to affiliated persons. The Manager is
currently not aware of any other restrictions on the Fund's ability to make
loans.

Lending of portfolio securities may result in income to the Fund, but
there may be delays in the recovery of loaned securities or a loss of rights in
the collateral should the borrower fail financially. Repurchase agreements may
expose the Fund to 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, a decline in value of the underlying securities and a
loss of interest.

The Manager may in the future recommend to the Board and to the boards of
directors of certain other funds in the Seligman Group that the funds enter into
a credit agreement that permits the funds to lend money to each other and borrow
money from each other. A credit agreement among affiliated funds can be mutually
beneficial because it allows funds to borrow at rates that may be more favorable
than those available from banks and to make short-term loans at rates that may
be more favorable than those available in the money markets. However, such an
arrangement would be

possible only if the Fund's current fundamental restriction regarding lending is
revised as proposed. It would also be necessary to obtain regulatory relief to
enter into such an arrangement. Other than facilitating such a credit agreement
in the event that the Manager recommends it and the Board approves it, revising
this fundamental restriction is not expected to affect the day-to-day management
of the Fund, the investment performance of the Fund, or the securities or
instruments in which the Fund invests.

PROPOSAL 3(E): TO AMEND THE FUND'S FUNDAMENTAL RESTRICTION
REGARDING UNDERWRITING

The Fund currently has a fundamental restriction that prohibits it from
underwriting the securities of other issuers, except insofar as the Fund may be
deemed an underwriter under the Securities Act of 1933, as amended (the "1933
Act") in disposing of a portfolio security.

The Board recommends that this restriction be amended, as set forth in
Exhibit A, to allow the Fund to underwrite the securities of other issuers to
the extent the Fund may be deemed an underwriter under the 1933 Act in disposing
of a portfolio security or in connection with investments in other investment
companies.

The primary purpose of the proposal is to clarify that the Fund is not
prohibited from investing in other investment companies, even if, as a result of
buying and selling shares of other investment companies, the Fund may
technically be considered an underwriter under the federal securities laws.

Revising this fundamental restriction is not expected to affect the
day-to-day management of the Fund, the investment performance of the Fund, or
the securities or instruments in which the Fund invests.

PROPOSAL 3(F): TO AMEND THE FUND'S FUNDAMENTAL RESTRICTION REGARDING PURCHASES
OR SALES OF REAL ESTATE

The Fund currently has a fundamental restriction that prohibits it from
purchasing or holding real estate.

The Board recommends that this restriction be amended, as set forth in
Exhibit A, to permit the Fund to invest in securities secured by real estate or
interests therein or issued by persons that deal in real estate or interests
therein. The amendment would expressly permit the Fund to invest in real estate
investment trusts ("REITs").

A REIT is a company, which may be publicly traded, that invests in a
portfolio of real estate properties, mortgages or both. REITs may specialize in
certain kinds of property (or related mortgages),

such as houses, apartments, shopping centers, or offices. They engage
professional managers to supervise their investments. REITs are afforded special
treatment under federal tax law, most notably in that earnings are not taxed at
the REIT level but instead at the shareholder level. While REITs may offer a
relatively high yield, an investment in a REIT involves certain risks,
particularly price volatility. In addition, if the Fund invests in REITs, the
Fund's shareholders will bear a proportionate share of the REITs expenses (such
as management, legal and audit fees) in addition to the Fund's expenses.

The Manager may also determine that certain other securities that are
secured by real estate or interests therein, or issued by persons that deal in
real estate or interests therein, are potentially attractive investments for the
Fund. Amending this fundamental restriction as proposed would permit the Fund to
make such investments. Investments of this sort may involve special risks. In
particular, real estate assets tend to be relatively illiquid. Companies that
invest in real estate may have difficulty selling their assets. This could
adversely affect the value of securities of such companies held by the Fund.

Because the Manager has no current plans for the Fund to invest in REITs
or otherwise to change the Fund's current practices with respect to real
estate-related investments, revising this fundamental restriction is not
expected to affect the day-to-day management of the Fund, the investment
performance of the Fund, or the securities or instruments in which the Fund
invests.

PROPOSAL 3(G): TO AMEND THE FUND'S FUNDAMENTAL RESTRICTION REGARDING
DIVERSIFICATION

The Fund currently has a fundamental restriction that prohibits it from
investing more than 5% of its total assets (taken at market) in securities of
any one issuer, other than the US Government, its agencies or instrumentalities.
The Fund is also prohibited, under this fundamental restriction, from buying
more than 10% of the voting securities of any issuer.

The Board recommends that this restriction be amended, as set forth in
Exhibit A, to allow the Fund to make any investment consistent with the Fund's
classification as a diversified investment company under the 1940 Act.

The Fund is operated as a diversified investment company under the 1940
Act. In general, this means that, with respect to 75% of the value of the Fund's
total assets, the Fund invests in cash, cash items, obligations of the US
government, its agencies, or instrumentalities, securities of other investment
companies and "other securities". These "other securities" (which, in practice,
represent substantially all of the Fund's portfolio) are subject to two
additional requirements. Specifically, the Fund may not invest more than 5% of
its total assets in the securities of a single issuer, and the Fund may not hold
more than 10% of an issuer's outstanding voting securities.

The Board believes that compliance with the statutory requirements
applicable to a diversified fund provides sufficient protection for shareholders
from the risks of holding securities of too few issuers in the Fund's portfolio.
Moreover, the existing fundamental restriction with respect to diversification
requires that the Fund perform a separate test to establish compliance, in
addition to the test required under the 1940 Act. If this restriction is
eliminated, the Fund would be permitted to invest up to 25% of its total assets
in a single issuer. Investing a larger percentage of the Fund's assets in a
single issuer's securities would increase the Fund's exposure to market, credit
and other risks associated with that issuer's financial condition and business
operations. However, the Manager has no current intention of investing more than
5% of the Fund's total assets in the securities of any one issuer.

PROPOSAL 3(H): TO AMEND THE FUND'S FUNDAMENTAL RESTRICTION
REGARDING INDUSTRY CONCENTRATION

The Fund currently has a fundamental restriction that prohibits it from
investing more than 25% of its total assets at market value in any one industry,
except that the Fund will invest at least 25% 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.

The Board recommends that this restriction be amended, as set forth in
Exhibit A, to clarify that this 25% limitation on industry concentration is a
"25% or more" and not a "more than 25%" limitation and that it also does not
apply to securities issued or guaranteed by the US Government or any of its
agencies or instrumentalities.

A fund "concentrates" in an industry or group of industries if it invests
25% or more of its total assets in that industry or group. Under the 1940 Act,
an investment company's restriction regarding industry concentration must be
fundamental. An investment company is not permitted to concentrate its
investments in any particular industry or group of industries unless it
discloses its intention to do so.

The Fund does not, under normal market conditions, invest a significant
proportion of its assets in US government securities or those issued by its
agencies or instrumentalities. It may do so, however, for temporary defensive
purposes during times of adverse market conditions. As a result, revising this
fundamental restriction is not expected to affect the day-to-day management of
the Fund, the investment performance of the Fund, or the securities or
instruments in which the Fund invests.

PROPOSALS TO ELIMINATE CERTAIN FUNDAMENTAL RESTRICTIONS BECAUSE THE BOARD HAS
ADOPTED SIMILAR NON-FUNDAMENTAL RESTRICTIONS

The Board has approved and recommends that you vote "FOR" the elimination
of each of the following fundamental restrictions, as they are not required by
law. In each case, the Board has adopted a similar non-fundamental restriction.
The Board believes that the Fund should be provided with the maximum flexibility
permitted by law to pursue its investment objective. Changes to non-fundamental
restrictions may be approved by the Board without a vote of the shareholders,
although shareholders would be informed (through a change to the Fund's
Prospectus or Statement of Additional Information, as applicable) of any change
to a non-fundamental restriction that, in turn, results in a material change to
the way the Fund is managed. The Board believes the Fund will benefit from
having these restrictions as non-fundamental instead of fundamental, because the
change will enable the Board to respond more quickly to changes in the law,
regulations or the market, and to evaluate new proposals by the Manager without
incurring the delays and costs associated with shareholder approval.

PROPOSAL 3(I): TO ELIMINATE THE FUND'S FUNDAMENTAL RESTRICTION
REGARDING SHORT SALES

The Fund currently has a fundamental restriction that prohibits it from
selling securities short.

Certain state laws previously required the Fund to have a fundamental
restriction concerning short selling, but these state law requirements are no
longer applicable since the federal securities laws were amended in 1996. As a
result, the Board recommends that this restriction be eliminated, as set forth
in Exhibit A, to allow the Fund to sell securities short or maintain a short
position to the extent the Board approves such actions and doing so is
permissible under applicable law. The Manager is currently not aware of any laws
that restrict the Fund's ability to engage in short sales, although the Fund
would be required to satisfy certain requirements as described in Proposal 3(c)
in order to engage in short sales.

In a short sale, a fund sells a security it does not own when the
portfolio manager thinks that the value will decline. The fund generally borrows
the security to deliver to the buyer in a short sale. The fund then must buy the
security at its market price when the borrowed security must be returned to the
lender.

The use of short sales by the Fund could pose certain risks, including
potential losses, if the market price of the security sold short increases
between the date when the Fund enters into the short position and the date when
the Fund closes the short position.

Because the Manager does not currently intend to seek Board approval to
sell securities short or maintain a short position, eliminating this fundamental
restriction is not expected to affect the day-to-day management of the Fund, the
investment performance of the Fund, or the securities or instruments in which
the Fund invests. The Manager may recommend short-selling activity to the Board
in the future, however, if appropriate investment opportunities arise.

PROPOSAL 3(J): TO ELIMINATE THE FUND'S FUNDAMENTAL RESTRICTION REGARDING CONTROL
OR MANAGEMENT OF ANY COMPANY

The Fund currently has a fundamental restriction that prohibits it from
investing to control or manage any company.

Certain state laws previously required the Fund to have a fundamental
restriction concerning investing to control or manage a company, but these state
law requirements are no longer applicable since the federal securities laws were
amended in 1996. As a result, the Board recommends that this restriction be
eliminated, as set forth in Exhibit A, to allow the Fund to invest for the
purpose of controlling or managing any company to the extent the Board approves
such actions and doing so is permissible under applicable law. The Manager is
currently not aware of any laws that restrict the Fund's ability to invest for
the purpose of controlling or managing any company.

If a fund acquires a large percentage of the securities of a single
issuer, it could be deemed to have invested in such issuer for the purpose of
exercising control. The recommended change will allow the Fund to make such
acquisitions, under circumstances that the Manager deems appropriate. If the
Fund were to make such acquisitions, there is a risk that the Fund would become
less diversified, which could increase the volatility of the Fund and increase
the Fund's exposure to market, credit and other risks associated with certain
issuers' financial condition and business operations.

The Manager does not currently intend to seek Board approval to invest for
the purpose of controlling or managing any company. Therefore, eliminating this
fundamental restriction is not expected to affect the day-to-day management of
the Fund, the investment performance of the Fund, or the securities or
instruments in which the Fund invests. The Manager may seek Board approval to
invest for this purpose in the future, however, if appropriate investment
opportunities arise.

PROPOSALS TO ELIMINATE FUNDAMENTAL RESTRICTIONS

The Board has approved and recommends that you vote "FOR" the elimination
of each of the following fundamental restrictions, as they are not required by
law. Eliminating these restrictions will provide the Fund with greater
flexibility to respond to future legal, regulatory, market or technical changes.

The Board believes that the Fund should be provided with the maximum
flexibility permitted by law to pursue its investment objective. In order to
provide maximum flexibility in managing the Fund and to conform the restrictions
to those of other funds in the Seligman Group, the Board determined that
eliminating the fundamental restrictions listed below would be in the best
interests of the Fund.

PROPOSAL 3(K): TO ELIMINATE THE FUND'S FUNDAMENTAL RESTRICTION
REGARDING TRANSACTIONS IN OPTIONS

The Fund currently has a fundamental restriction that prohibits it from
writing or purchasing put, call, straddle or spread options. The exception to
this restriction permits the Fund to purchase put options solely for the purpose
of hedging against a decline in the price of securities held in the Fund's
portfolio.

The Board recommends that this restriction be eliminated to allow the Fund
to engage in options transactions to the extent they are permissible under
applicable law. The Manager is currently not aware of any laws that restrict the
Fund's ability to engage in options transactions, although the Fund would be
required to satisfy certain requirements as described in Proposal 3(c) in order
to engage in options transactions. As discussed below, the Board has adopted a
non-fundamental operating policy regarding the Fund's use of derivatives, under
which the Fund may not engage in new types of derivative transactions, including
those involving options, without the Board's approval.

An option is a contract that gives the holder the right to purchase
("call") or sell ("put") a specified security for an agreed upon price at any
time before the contract's expiration date. The amount paid for an option is
known as the premium, and the exercise price is known as the strike price. The
purchaser of an option has the right, but not the obligation, to purchase or
sell a security. The seller (or "writer") of an option, conversely, has an
obligation to sell or purchase a security if the option is exercised. Some
options have standardized terms and are traded on securities exchanges. Others
are privately negotiated and have no or only a limited trading market. Options
may be used individually or in combinations (e.g., put spreads and collars) to
hedge securities positions or to seek increased investment returns.

Put spreads and collars are designed to protect against a decline in value
of a security an investor owns. A collar involves the purchase of a put and the
simultaneous writing of a call on the same security at a higher strike price.
The put protects the investor from a decline in the price of the security below
the put's strike price. The call means that the investor will not benefit from
increases in the price of the stock beyond the call's strike price. In a put
spread, an investor purchases a put and simultaneously writes a put on the same
security at a lower strike price. This combination protects the investor against
a decline in the stock price down to the lower strike price. The premium

received for writing the call (in the case of a collar) or writing the put (in
the case of a put spread) offsets, in whole or in part, the premium paid to
purchase the put.

Options transactions can involve a high degree of risk, including the
possibility of a total loss of the amount invested (i.e., the premium). A person
who purchases options runs the risk of losing the entire premium paid if the
option expires "out of the money" (i.e., if the strike price for a call option
is higher than the market price, or the strike price for a put option is lower
than the market price). A person who writes options earns premium income but is
subject to the risk of having to sell a security at less than its market price
(or buy a security at more than its market price).

Under the Fund's derivatives policy, the Manager must seek Board approval
for the Fund to engage in transactions in options and other derivatives if they
are of a type that the Fund has not previously utilized. Pursuant to this
policy, the Board has approved, subject to shareholder approval of this
proposal, the Manager's request that the Fund be permitted to purchase put
options, call options, put spreads and collars, and to sell covered call options
(i.e., where the Fund owns the underlying security). Because of the substantial
risks involved in options transactions, options strategies will be permissible
only if the Manager and the Board determine that their use is advisable. If this
fundamental restriction is eliminated, the Fund's use of options strategies that
the Board has approved will broaden the scope of the securities or instruments
in which the Fund may invest and may affect the day-to-day management of the
Fund and its investment performance.

PROPOSAL 3(L): TO ELIMINATE THE FUND'S FUNDAMENTAL RESTRICTION REGARDING
INVESTMENT IN OTHER INVESTMENT COMPANIES

The Fund currently has a fundamental restriction that prohibits it from
investing in securities issued by other investment companies, except in
connection with a merger, consolidation, acquisition or reorganization or for
the purpose of hedging the Fund's obligations under its deferred compensation
plan for directors.

The Board recommends that this restriction be eliminated to allow the Fund
to invest in securities issued by other investment companies to the extent
permissible under applicable law.

The Fund would continue to remain subject to the limitations on
investments in other investment companies imposed by the 1940 Act. Under the
1940 Act, investment in securities issued by other investment companies is
strictly limited; however, a fundamental restriction regarding investment in
other investment companies is not required. In brief, absent special relief from
the SEC, the 1940 Act prohibits the Fund from holding more than 3% of the
outstanding voting securities of another invest

ment company, and from investing more than 5% of its total assets in any one
investment company, or more than 10% of its total assets in other investment
companies overall.

If the Fund invests in other investment companies, the Fund will
indirectly bear expenses, such as management fees, of those other investment
companies, in addition to the Fund's own expenses.

The Board has approved, subject to shareholder approval of this proposal,
the Manager's request that the Fund be permitted to invest, from time to time,
in exchange-traded funds ("ETFs"), within the limits prescribed by the 1940 Act,
if appropriate investment opportunities arise. ETFs are registered funds that
trade on a stock exchange and generally seek to track the performance of a
specified securities index. Investments in ETFs are relatively liquid and may be
attractive to the Fund at certain times. For example, the Fund might temporarily
invest cash in an ETF before the cash is used to meet redemption requests or to
pay dividends. In this way, the cash may be invested in securities that Seligman
expects to earn a return that is better aligned with the Fund's investment
objective than alternative short-term investments. Eliminating this fundamental
restriction is not otherwise expected to affect the day-to-day management of the
Fund, the investment performance of the Fund, or the securities or instruments
in which the Fund invests.

PROPOSAL 3(m): TO ELIMINATE THE FUND'S FUNDAMENTAL RESTRICTION REGARDING
MORTGAGES AND PLEDGES

The Fund currently has a fundamental restriction that prohibits it from
mortgaging or pledging any of its assets. The exception to this restriction
permits mortgaging or pledging assets to the extent necessary to effect
permitted borrowings of up to 15% of its total assets on a secured basis.

The Board recommends that this restriction be eliminated to allow the Fund
to mortgage or pledge its assets to the extent permissible under applicable law.
The Manager is currently not aware of any laws that restrict the Fund's ability
to mortgage or pledge assets. The Fund may pledge assets in connection with
certain borrowings and derivatives transactions, but any such pledges are not
expected to constitute a significant part of the Fund's investment activities.

Mortgages and pledges of assets can involve substantial risks. In
particular, if the Fund were to default on its payment obligation under an
instrument that is secured by a mortgage or pledge of the Fund's assets, the
counterparty could foreclose on those assets. The loss of the assets could
adversely affect the Fund's performance. However, the Manager has advised the
Board that it does not expect transactions involving mortgages or pledges to
become a significant part of the Fund's investment activity.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS 3(a)-3(m).

D. OTHER MATTERS
----------------

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

A shareholder proposal intended to be represented at any meeting called in
the future must be received by the Fund within a reasonable time before the
solicitation for that meeting is made. Otherwise the Fund will not be able to
include the proposal in the notice of meeting, proxy statement and form of proxy
relating to the meeting. Under the current By-Laws of the Fund, meetings of
shareholders are required to be held only when necessary under the 1940 Act. It
is therefore unlikely that shareholder meetings will be held on an annual basis.
There is no guarantee that any proposal submitted by a shareholder will be
included in the proxy statement. Shareholder proposals are subject to certain
regulations under federal law.

E. EXPENSES
-----------

The Fund will bear the cost of soliciting Proxies except as noted below.
In addition to the use of the mails, Proxies may be solicited personally or by
telephone or via facsimile by Directors, officers and employees of the Fund, the
Manager, Seligman Advisors, Inc., Seligman Services, Inc. and Seligman Data
Corp., and the Fund may reimburse persons holding shares in their names or names
of their nominees for their expenses in sending solicitation material to their
beneficial owners. In addition, Georgeson Shareholder Communications, Inc.
("Georgeson") has been engaged to assist in soliciting shareholders on behalf of
the Fund at an anticipated cost of $410,000, payable by the Fund.

By order of the Board of Directors,

/s/ Frank J. Nasta
------------------
Secretary

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

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. ALL SHAREHOLDERS,
INCLUDING THOSE WHO EXPECT TO ATTEND THE MEETING, ARE URGED TO DATE, FILL IN,
SIGN AND MAIL THE ENCLOSED FORM OF PROXY IN THE ENCLOSED RETURN ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE BY
TELEPHONE OR THROUGH THE INTERNET. PLEASE REFER TO YOUR PROXY CARD FOR COMPLETE
VOTING INSTRUCTIONS. A PROXY IS NOT REQUIRED FOR ADMISSION TO THE MEETING.

EXHIBIT A

FUNDAMENTAL RESTRICTIONS PROPOSED TO BE AMENDED OR ELIMINATED

The following chart outlines the Fund's current fundamental restrictions
for which revisions are proposed, and the corresponding revisions or
eliminations that are proposed. For more information about the proposed changes,
please refer to Proposals 3(a) through 3(m) in the Proxy Statement.

- ----------------------------------------------------------------------------------------------------------------------
CURRENT RESTRICTIONS PROPOSED RESTRICTIONS
- ----------------------------------------------------------------------------------------------------------------------

(a) The Fund may not purchase or sell commodities The Fund may not purchase or sell commodities or
and commodity contracts. commodity contracts, except to the extent permissible
under applicable law and interpretations, as they may
be amended from time to time.

In addition, the Board has adopted the following
non-fundamental policy: The Fund may purchase and sell
commodities and commodity contracts only to the extent
that such activities do not result in the Fund being a
"commodity pool" as defined in the Commodity Exchange
Act and the Commodity Futures Trading Commission's
regulations and interpretations thereunder.

The Fund has adopted the following non-fundamental
policy: The Manager must seek Board approval to invest
in any new type of commodity if it is of a type the
Fund has not previously utilized.
- ----------------------------------------------------------------------------------------------------------------------
(b) The Fund may not purchase securities on "margin". The Fund may not purchase securities on margin except
as permitted by the 1940 Act or any rule thereunder,
any SEC or SEC staff interpretations thereof or any
exemptions therefrom which may be granted by the SEC.
- ----------------------------------------------------------------------------------------------------------------------
(c) The Fund may not borrow money, except in an amount The Fund may not issue senior securities or borrow
not to exceed one-third of the value of its total money, except as permitted by the 1940 Act or any rule
assets, less liabilities other than such borrowing. thereunder, any SEC or SEC staff interpretations
thereof or any exemptions therefrom which may be
granted by the SEC.
- ----------------------------------------------------------------------------------------------------------------------

(d) The Fund may not make loans, except loans of portfolio The Fund may not make loans, except as permitted by the
securities and except to the extent the purchase of 1940 Act or any rule thereunder, any SEC or SEC staff
notes, bonds or other evidences of indebtedness, the interpretations thereof or any exemptions therefrom
entry into repurchase agreements or deposits with banks which may be granted by the SEC.
may be considered loans.
- ----------------------------------------------------------------------------------------------------------------------
(e) The Fund may not underwrite the securities of other The Fund may not underwrite the securities of other
issuers, except insofar as the Fund may be deemed an issuers, except insofar as the Fund may be deemed an
underwriter under the 1933 Act in disposing of a underwriter under the 1933 Act in disposing of a
portfolio security. portfolio security or in connection with investments in
other investment companies.
- ----------------------------------------------------------------------------------------------------------------------
(f) The Fund may not purchase or hold real estate. The Fund may not purchase or hold any real estate,
except the Fund may invest in securities secured by
real estate or interests therein or issued by persons
(including real estate investment trusts) which deal in
real estate or interests therein.
- ----------------------------------------------------------------------------------------------------------------------
(g) The Fund may not invest more than 5% of its total assets The Fund may not make any investment inconsistent with
(taken at market) in securities of any one issuer, its classification as a diversified company under the
other than the US Government, its agencies or 1940 Act.
instrumentalities or buy more than 10% of the voting
securities of any issuer.
- ----------------------------------------------------------------------------------------------------------------------
(h) The Fund may not invest more than 25% of the value of The Fund may not invest 25% or more of its total
its total assets, at market value, in any one industry, assets, at market value, in the securities of issuers
except that the Fund will invest at least 25% of the in any particular industry, provided that this
value of its total assets in securities of companies limitation shall exclude securities issued or
principally engaged in the communications, information guaranteed by the US Government or any of its agencies
and related industries, except when investing for or instrumentalities.
temporary defensive purposes.
- ----------------------------------------------------------------------------------------------------------------------
(i) The Fund may not sell "short". The restriction has been adopted as a non-fundamental
restriction and will be eliminated as a fundamental
restriction.
- ----------------------------------------------------------------------------------------------------------------------
(j) The Fund may not invest to control or manage any The restriction has been adopted as a non-fundamental
company. restriction and will be eliminated as a fundamental
restriction.
- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------
CURRENT RESTRICTIONS PROPOSED RESTRICTIONS
- ----------------------------------------------------------------------------------------------------------------------------

(k) The Fund may not write or purchase put, call, straddle The restriction will be eliminated.
or spread options except that the Fund may purchase put
options solely for the purpose of hedging against a The Fund has adopted the following non-fundamental policy:
decline in the price of securities held in the Fund's The Manager must seek Board approval to invest in any
portfolio. new type of option if it is of the type the Fund has not
previously utilized.
- ----------------------------------------------------------------------------------------------------------------------------
(l) The Fund may not invest in securities issued by other The restriction will be eliminated.
investment companies, except in connection with a merger,
consolidation, acquisition or reorganization or for the
purpose of hedging the Fund's obligations under its
deferred compensation plan for directors.
- ----------------------------------------------------------------------------------------------------------------------------
(m) The Fund may not mortgage or pledge any of its assets, The restriction will be eliminated.
except to the extent necessary to effect permitted
borrowings of up to 15% of its total assets on a secured
basis.
- ----------------------------------------------------------------------------------------------------------------------------

[This page intentionally left blank]

SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC.
MANAGED BY

[LOGO]

J. & W. SELIGMAN & CO.
INCORPORATED
INVESTMENT MANAGERS AND ADVISORS
ESTABLISHED 1864
100 PARK AVENUE, NEW YORK, NY 10017

SELIGMAN
COMMUNICATIONS
AND
INFORMATION
FUND, INC.

Notice of Special Meeting
of Shareholders
and
Proxy Statement
--------------------------------
Time: November 1, 2002
10:00 A.M.
--------------------------------
Place: Offices of the Fund
100 Park Avenue
New York, NY 10017

- --------------------------------------------------------------------------------
Please date, fill in and sign the enclosed proxy card and mail it in the
enclosed return envelope which requires no postage if mailed in the United
States. You can also vote by telephone or through the Internet. Please refer to
your proxy card for complete voting instructions.
- --------------------------------------------------------------------------------

PROXY

SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC.
100 Park Avenue, New York, NY 10017

* * * CONTROL NUMBER: * * *

The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Special Meeting of Shareholders of
SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC., to be held November 1, 2002
and appoints PAUL B. GOUCHER, FRANK J. NASTA and BRIAN T. ZINO (and each of
them) proxies, with power of substitution, to attend the Special Meeting (and
adjournments thereof) and vote all shares the undersigned is entitled to vote
upon the matters indicated on the reverse side and on any other business that
may properly come before the Meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED. IF NO INSTRUCTIONS ARE GIVEN, YOUR PROXIES WILL VOTE FOR THE
ELECTION OF THE NOMINEES OF THE BOARD OF DIRECTORS AND FOR ALL PROPOSALS. THE
SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS. YOUR
VOTE IS IMPORTANT. COMPLETE, SIGN ON REVERSE SIDE AND RETURN THIS CARD AS SOON
AS POSSIBLE. MARK EACH VOTE WITH AN X IN THE BOX.

DATED
----------------------, 2002

---------------------------------------
Signature

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

(CONTINUED ON THE REVERSE SIDE)

IMPORTANT: ELECTRONIC VOTING OPTIONS AVAILABLE

Fast, convenient, easy and available 24 hours a day!

- ----------------------------------------------- ----------------------------------------------
VOTE BY TELEPHONE VOTE BY TELEPHONE

1. Read the Proxy Statement and have this 1. Read the Proxy Statement and have this
card on hand card on hand
2. Call toll-free 1-800-690-6903 2. Go to www.proxyweb.com
3. Enter the control number shown on the 3. Enter the control number shown on the
reverse side and follow the simple reverse side and follow the simple
instructions instructions
4. Keep this card for your records 4. Keep this card for your records
- ----------------------------------------------- ----------------------------------------------

Please fill in box(es) as shown using black or blue ink or number 2 pencil. (X)
PLEASE DO NOT USE FINE POINT PENS.

The Board of Directors recommends that you vote FOR each of the Nominees and FOR
all proposals.

1. ELECTIONS OF DIRECTOR NOMINEES: [ ] FOR [ ] WITHOLD [ ] WITHOLDING 1.
all nominees all nominees AUTHORITY
for individual
01) John R. Galvin 05) John E. Merow 09) James Q. Riordan nominees listed
02) Paul C. Guidone 06) Betsy S. Michel 10) Robert L. Shafer
03) Alice S. Ilchman 07) William C. Morris 11) James N. Whitson
04) Frank A. McPherson 08) Leroy C. Richie 12) Brian T. Zino

(Instruction: To withhold authority to vote for any individual nominee mark the
"WITHHOLDING AUTHORITY for individual nominees listed" box at right and write
that nominee's name below.)

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

FOR AGAINST ABSTAIN

2. Ratification of the selection of Deloitte & Touche LLP [ ] [ ] [ ] 2.
as Auditors.

3(a). To approve amendments to the Fund's fundamental [ ] [ ] [ ] 3(a).
restriction regarding investments in commodities.

3(b). To approve amendments to the Fund's fundamental [ ] [ ] [ ] 3(b).
restriction regarding the purchase of securities on
margin.
3(c). To approve amendments to the Fund's fundamental [ ] [ ] [ ] 3(c).
restriction regarding borrowing.

3(d). To approve amendments to the Fund's fundamental [ ] [ ] [ ] 3(d).
restriction regarding lending.

3(e). To approve amendments to the Fund's fundamental [ ] [ ] [ ] 3(e).
restriction regarding underwriting.

3(f). To approve amendments to the Fund's fundamental [ ] [ ] [ ] 3(f).
restriction regarding purchases or sales of real estate.

3(g). To approve amendments to the Fund's fundamental [ ] [ ] [ ] 3(g).
restriction regarding diversification.

3(h). To approve amendments to the Fund's fundamental [ ] [ ] [ ] 3(h).
restriction regarding industry concentration.

3(i). To approve the elimination of the Fund's fundamental [ ] [ ] [ ] 3(i).
restriction regarding short sales.

3(j). To approve the elimination of the Fund's fundamental [ ] [ ] [ ] 3(j).
restriction regarding control or management of any
company.

3(k). To approve the elimination of the Fund's fundamental [ ] [ ] [ ] 3(k).
restriction regarding transactions in options.

3(l). To approve the elimination of the Fund's fundamental [ ] [ ] [ ] 3(l).
restriction regarding investment in other investment
companies.

3(m). To approve the elimination of the Fund's fundamental [ ] [ ] [ ] 3(m).
restriction regarding mortgages and pledges.

YOUR VOTE IS IMPORTANT.

Please complete, sign and return this card as soon as possible.