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

SELIGMAN COMMON STOCK 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:

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

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] 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:

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(4) Date Filed:

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Seligman Common Stock 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
.

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 Common Stock
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 a proposal to amend the Fund's investment objectives;

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

(5) 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, September , 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.

September , 2002

Seligman Common Stock 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 Common Stock
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 September , 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 a proposal to amend the Fund's investment objectives, (iv)
for proposals to amend or eliminate certain of the Fund's fundamental
investment restrictions, and (v) 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
31,943,626 shares of Class A capital stock, 1,925,199 shares of Class B capital
stock, 832,692 shares of Class C capital stock, 2,346,725 shares of Class D
capital stock and 323,678 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 outstanding voting
securities of the Fund is required (Proposals 3 and 4), 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 report 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 Diplomacy at 61
Director Tufts University, Medford, MA. General Galvin is a Director or
[PHOTO] 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, Bronxville, NY. 61
Director Dr. Ilchman is a Director or Trustee of each of the investment
[PHOTO] 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 Executive Officer 61
Director of Kerr-McGee Corporation, Oklahoma City, OK (a
[PHOTO] 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) 1970 to Date Retired Chairman and Senior Partner, Sullivan & Cromwell, 61
Director New York, NY (law firm). Mr. Merow is a Director or Trustee of
[PHOTO] 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.

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

Betsy S. Michel (60) 1984 to Date Attorney, Gladstone, NJ. Ms. Michel is a Director or Trustee of 61
Director each of the investment companies of the Seligman Group of
[PHOTO] 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 (60) 2000 to Date Chairman and Chief Executive Officer, Q Standards 60
Director Worldwide, Inc., Birmingham, MI (library of technical
[PHOTO] 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. Mr. Riordan is a 61
Director Director or Trustee of each of the investment companies of the
[PHOTO] 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) 1980 to Date Retired Vice President of Pfizer Inc., New York, NY 61
Director (pharmaceuticals). Mr. Shafer is a Director or Trustee of each of
[PHOTO] 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 Operating Officer 61
Director of Sammons Enterprises, Inc., Dallas, TX (diversified holding
[PHOTO] 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 Managing Director and Chief Investment Officer, J. & W. 60
Director to Date Seligman & Co. Incorporated, New York, NY. Mr. Guidone is
[PHOTO] 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, New York, 61
Director, Chairman of the NY. Mr. Morris is Chairman and Chief Executive Officer of each
Board and Chief of the investment companies of the Seligman Group of Funds;+
Executive Officer Chairman of Seligman Advisors, Inc. and Seligman Services, Inc.
[PHOTO] (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** (49) 1993 to Date Director and President, J. & W. Seligman & Co. 61
Director and President Incorporated, New York, NY. Mr. Zino is President of each of
[PHOTO] 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 , 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
Dollar Range of Common in Funds Overseen or to
Shares of the be Overseen by
Name of Nominee Fund Owned by Nominee Nominee in Seligman Group
--------------- ------------------------- -------------------------

Independent Director Nominees

John R. Galvin
Alice S. Ilchman
Frank A. McPherson
John E. Merow
Betsy S. Michel
Leroy C. Richie
James Q. Riordan
Robert L. Shafer
James N. Whitson

Interested Director Nominees

Paul C. Guidone
William C. Morris
Brian T. Zino

As of September , 2002, all Directors and officers of the Fund as a group
owned beneficially less than 1% of the Fund's shares.

As of September , 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
- -------------------------------------------------------------------------------------------

Ben-Ami Gradwohl (43) 2001 to Date Mr. Gradwohl is a Managing Director of
Vice President and the Manager. He is Vice President and Co-
Co-Portfolio Manager Portfolio Manager of Seligman Income
Fund, Inc., Seligman Tax-Aware Fund, Inc.
and Tri-Continental Corporation and Vice
President of Seligman Portfolios, Inc. and
Co-Portfolio Manager of its Common Stock
Portfolio and Income Portfolio. Mr.
Gradwohl was formerly a Portfolio
Manager at Nicholas-Applegate Capital
Management from 1996 to 1999.

David Guy (43) 2001 to Date Mr. Guy is a Managing Director of the
Vice President and Manager. He is Vice President and Co-
Co-Portfolio Manager Portfolio Manager of Seligman Tax-Aware
Fund, Inc. and Tri-Continental Corporation
and Vice President of Seligman Portfolios.
Inc. and Co-Portfolio Manager of its
Common Stock Portfolio. Mr. Guy was
formerly a Portfolio Manager, Systematic
Investment Group, at Nicholas-Applegate
Capital Management from 1997 to 1999.

Lawrence P. Vogel (46) VP: 1992 to Date Mr. Vogel is Senior Vice President and
Vice President Treas: 2000 to Date Treasurer, Investment Companies, of the
and Treasurer Manager and is Vice 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,
Vice President of the 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.

Term of Office and
Name (Age) and Position Length of Time
With the Fund* Served** Principal Occupation During Past Five Years
- ---------------------------------------------------------------------------------------

Frank J. Nasta (37) 1994 to Date Mr. Nasta is General Counsel, Senior Vice
Secretary President, 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 $ 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 $14,465

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 $ 1,483 -0- $94,500
Alice S. Ilchman 1,429 -0- 88,500
Frank A. McPherson 1,456 -0- 90,000
John E. Merow+ 1,483 -0- 94,500
Betsy S. Michel 1,483 -0- 91,500
James C. Pitney+ 1,429 -0- 87,000
Leroy C. Richie 1,389 -0- 90,000
James Q. Riordan 1,429 -0- 87,000
Robert L. Shafer 1,401 -0- 85,500
James N. Whitson+ 1,483 -0- 93,000
-------
$14,465
=======

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 $ , 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 $ , 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 $ , 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 the Fund (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 $47,500.

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. Proposal to Amend the Fund's Investment Objectives
(Proposal 3)

The Board has approved, and recommends that shareholders of the Fund
approve, amendments to the Fund's investment objectives. The investment
objectives would be amended as follows:

Current Investment Objectives Proposed Investment Objective
- ----------------------------- -----------------------------
Produce favorable, but not Total return through a
the highest, current income combination of capital
and long-term growth of both appreciation and current
income and capital value, income.
without exposing capital to
undue risk.

Analysis of Proposed Amendments. Currently, the Fund's investment
objectives place particular emphasis on producing "favorable current income".
Because of the Fund's name, applicable

law requires the Fund to invest at least 80% of its net assets in "common
stocks" and, over the last few years, the Fund has generally invested more than
90% of its net assets in common stocks. However, the level of current income
produced by common stocks, as measured by the dividend yield of the S&P 500
Index (an unmanaged index tracking the performance of 500 of the largest U.S.
stocks and the Fund's primary benchmark), has declined dramatically over the
last several years. The S&P 500 dividend yield, which was 6.61% in June 1982,
was only 1.68% in June 2002, a decline of nearly 75%. As a result, the Manager
believes that it is no longer practical or appropriate for the Fund's objective
to so strongly emphasize favorable current income. Moreover, an emphasis on
total return versus favorable current income would allow the Manager to invest
exclusively in common stocks that it believes will most benefit the Fund's
absolute and relative performance rather than having to allocate a portion of
Fund assets to common stocks that generate current income for the Fund but
perform less favorably overall.

If the investment objectives are amended as proposed, it is anticipated
that the Fund's investment strategies would also be amended to clarify that the
Fund will seek to produce a level of current income consistent with its primary
benchmark. This would allow for variations over time in the level of current
income produced by the Fund, which the Manager believes would provide the
flexibility to construct a portfolio of common stocks capable of providing
shareholders with a more attractive total return. Board, and not shareholder,
approval would be required to amend these investment strategies.

Special Considerations and Risk Factors. Compared to the current investment
objectives, the proposed investment objective would place less emphasis on
current income. Instead, the Fund would target total return through a
combination of capital appreciation and current income, and the capital
appreciation component could represent a significant portion of such total
return. While achieving total return would be beneficial to shareholders, it
may not be desirable for shareholders whose investment goal is a high level of
current income.

In addition, the proposed investment objective would not contain the phrase
"...without exposing capital to undue risk" as in the current investment
objectives. While the Manager would seek to manage risk through prudent
investment strategies, shareholders should be aware that, in return for the
possibility of increased investment performance, their capital may be subject
to greater risk than before.

As discussed above, in pursuing its investment objective, the Fund would
seek current income consistent with its primary benchmark. However, since the
Fund can only distribute its "net" current

income (i.e. current income minus all applicable Fund expenses) to
shareholders, this amount may be lower than the current income produced by the
Fund's primary benchmark (which under the proposed objective would be the S&P
500 Index).

Board Recommendation and Required Vote. The Board considered the Manager's
recommendation to amend the Fund's investment objectives at a meeting held on
July 18, 2002, taking into account a number of factors, including but not
limited to the substantial decline in dividend yields on stocks in the Fund's
primary benchmark, the constraints placed on seeking capital appreciation by
the primary objective of current favorable current income, and the Board's
views of the prospects for future growth of the Fund and the impact of the
changes on Fund shareholders. After careful consideration, the Board determined
that the proposed amendments to the investment objectives and the corresponding
investment strategies were in the best interests of the Fund and its
shareholders. Accordingly, the Board unanimously recommends that shareholders
vote in favor of this proposal.

The affirmative vote of a majority of the outstanding voting securities of
the Fund is required for the adoption of this 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 this proposal is not approved by shareholders, then the Fund's current
investment objectives will remain unchanged.

The Board Unanimously Recommends That You Vote "FOR" the Proposed Amendments to
the Fund's Investment Objectives

D._Proposals to Amend or Eliminate Certain of the Fund's
Fundamental Investment Restrictions
(Proposals 4(a) - 4(n))

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:

. Fundamental restrictions that the Board recommends amending,

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

. 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 4(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 4(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 4(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 4(c): To Amend the Fund's Fundamental Restriction Regarding Borrowing

The Fund currently has a fundamental restriction that prohibits it from
borrowing money, except for temporary or emergency purposes in an amount not to
exceed 15% of the value of its total assets.

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 more restrictive
than the limitations imposed by the 1940 Act on open-end companies such as the
Fund. The 1940 Act effectively permits an open-end fund to borrow an amount up
to one-half of its net assets, without limitation on the purpose of the
borrowing. These borrowings must be from banks. The 1940 Act also permits a
fund to borrow up to an additional 5% of its total assets for temporary
purposes. These temporary borrowings 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. In addition, the
Board has adopted a non-fundamental restriction that is similar to the current
fundamental restriction. This non-fundamental restriction limits borrowings by
the Fund to 15% of its total assets, but without limitation as to purpose. Any
proposal to increase the amount the Fund is authorized to borrow will be
subject to Board approval. 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 4(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 4(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 4(f): 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 outstanding voting securities of
any issuer, or more than 10% of all the 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 4(g): 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.

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" limitation and 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 4(h): 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
4(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 4(i): 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 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 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 4(j): To Eliminate the Fund's Fundamental Restriction Permitting
Purchases of Securities Only for Investment Purposes

The Fund currently has a fundamental restriction that prohibits it from
purchasing securities (other than closing call options) except for investment.

The Board recommends that this restriction be eliminated to permit the Fund
to purchase securities (including options) to the extent permitted by
applicable law and the Fund's other policies, including for hedging purposes
and to cover short positions. More information about the Fund's intended use of
options is provided under Proposal 4(k) below. Short sales are discussed under
Proposal 4(h) above.

The current restriction could be read to restrict the Fund unnecessarily
from engaging in securities transactions for lawful purposes, including hedging
purposes, thus depriving the Fund of a potential tool for protecting itself
from market risk. The restriction could also be read to preclude purchases to
close out short sales, should the Fund ever make them. If the fundamental
restriction permitting purchases of securities only for investment purposes is
eliminated, securities transactions for purposes other than investment will
continue to be restricted by the Fund's other policies. For example, the Fund
will continue to be prohibited (with limited exceptions) from purchasing
securities as an underwriter and from investing to control or manage any
company. These restrictions are discussed under Proposals 4(e) and 4(i),
respectively.

Proposal 4(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 sell covered call options listed on a
national securities exchange or quoted on Nasdaq and to purchase closing call
options so listed or quoted.

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 4(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 4(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 investment 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 4(m): To Eliminate the Fund's Fundamental Restriction Regarding
Unseasoned Companies

The Fund currently has a fundamental restriction that prohibits it from
investing more than 5% of the value of its total assets, at market value, in
securities of any company which, with its prede-

cessors, has been in operation less than three continuous years. Securities
guaranteed by a company that (including predecessors) has been in operation at
least three continuous years are excluded from this calculation.

The Board recommends that this restriction be eliminated to allow the Fund
to invest its assets in unseasoned companies to the extent permissible under
applicable law. The Board determined that this policy might in the future
restrict the Fund's investment objectives unnecessarily and that it imposes an
unnecessary compliance burden. The Manager is currently not aware of any laws
that restrict the Fund's ability to invest in unseasoned companies.

Investing in unseasoned companies presents certain risks that may not be
associated with investments in more seasoned companies. An unseasoned company
by definition has only a short operating history, which makes it difficult to
estimate its future prospects. Similarly, the absence of extensive historical
financial statements makes a company more difficult to assess. Unseasoned
companies may not be followed by stock market analysts, making it difficult to
obtain independent evaluations. They also tend to be smaller than seasoned
companies, and may be dependent upon one or a small number of customers,
suppliers or other third parties for their continued operations. In such cases,
the loss of even a small number of those third parties could have an adverse
effect on a company's prospects.

The Manager has advised the Board that it does not currently anticipate any
significant increase in the Fund's investments in unseasoned companies if this
restriction is eliminated. Therefore, eliminating this fundamental restriction
is not expected to have any near-term 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. However, the Fund's holdings of
unseasoned companies may increase in the future if appropriate investment
opportunities arise.

Proposal 4(n): 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. Exceptions to this restriction
include permitted borrowings on a secured basis and entering into escrow
arrangements in connection with the sales of permitted call options.

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 4(a)-4(n).

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. 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 $ , plus expenses, 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 4(a) through 4(n) 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
and commodity contracts. or 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 buy 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 from The Fund may not issue senior securities or
banks for temporary or emergency purposes (but borrow money, except as permitted by the 1940
not for the purchase of portfolio securities) in an Act or any rule thereunder, any SEC or SEC
amount not to exceed 15% of the value of its staff interpretations thereof or any exemptions
total assets. therefrom which may be granted by the SEC.

In addition, the Board has adopted the following
non-fundamental policy: The Fund may not
borrow more than 15% of the value of its total
assets.
- ---------------------------------------------------------------------------------------------------------

Current Restrictions Proposed Restrictions
- --------------------------------------------------------------------------------------------------------

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

Current Restrictions Proposed Restrictions
- ---------------------------------------------------------------------------------------------------

(k) The Fund may not write or purchase put, call, The restriction will be eliminated.
straddle or spread options except that the Fund
may sell covered call options listed on a national The Fund has adopted the following non-
securities exchange or quoted on NASDAQ and fundamental policy: The Manager must seek
purchase closing call options so listed or quoted. Board approval to invest in any 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 The restriction will be eliminated.
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.
- ---------------------------------------------------------------------------------------------------
(m) The Fund may not invest more than 5% of the The restriction will be eliminated.
value of its total assets, at market value, in
securities of any companies which, with their
predecessors, have been in operation less than
three continuous years, provided, however, that
securities guaranteed by a company that
(including predecessors) has been in operation
at least three continuous years shall be excluded
from this calculation.
- ---------------------------------------------------------------------------------------------------
(n) The Fund may not mortgage or pledge any of its The restriction will be eliminated.
assets, except to effect permitted borrowings on
a secured basis.
- ---------------------------------------------------------------------------------------------------

Seligman Common Stock Fund, Inc.
Managed by
[LOGO] J&WS
J. & W. SELIGMAN & CO.
INCORPORATED
INVESTMENT MANAGERS AND ADVISORS
ESTABLISHED 1864
100 Park Avenue, New York, NY 10017

SELIGMAN
COMMON STOCK
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.

[LOGO] J&WS

PROXY

SELIGMAN COMMON STOCK 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 COMMON STOCK 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. (Continued on the reverse
side)

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.

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
01) John R. Galvin 07) William C. Morris for individual
02) Paul C. Guidone 08) Leroy C. Richie nominees listed
03) Alice S. Ilchman 09) James Q. Riordan
04) Frank A. McPherson 10) Robert L. Shafer
05) John E. Merow 11) James N. Whitson
06) Betsy S. Michel 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. To approve amendments to the Fund's investment [ ] [ ] [ ] 3.
objectives.

4(a). To approve amendments to the Fund's fundamental [ ] [ ] [ ] 4(a).
restriction regarding investments in commodities.

4(b). To approve amendments to the Fund's fundamental [ ] [ ] [ ] 4(b).
restriction regarding the purchase of securities on
margin.

4(c). To approve amendments to the Fund's fundamental [ ] [ ] [ ] 4(c).
restriction regarding borrowing.

4(d). To approve amendments to the Fund's fundamental [ ] [ ] [ ] 4(d).
restriction regarding lending.

4(e). To approve amendments to the Fund's fundamental [ ] [ ] [ ] 4(e).
restriction regarding underwriting.

4(f). To approve amendments to the Fund's fundamental [ ] [ ] [ ] 4(f).
restriction regarding diversification.

4(g). To approve amendments to the Fund's fundamental [ ] [ ] [ ] 4(g).
restriction regarding industry concentration.

4(h). To approve the elimination of the Fund's fundamental [ ] [ ] [ ] 4(h).
restriction regarding short sales.

4(i). To approve the elimination of the Fund's fundamental [ ] [ ] [ ] 4(i).
restriction regarding control or management of any
company.

4(j). To approve the elimination of the Fund's fundamental [ ] [ ] [ ] 4(j).
restriction permitting purchases of securities only for
investment purposes.

4(k). To approve the elimination of the Fund's fundamental [ ] [ ] [ ] 4(k).
restriction regarding transactions in options.

4(l). To approve the elimination of the Fund's fundamental [ ] [ ] [ ] 4(l).
restriction regarding investment in other investment
companies.

4(m). To approve the elimination of the Fund's fundamental [ ] [ ] [ ] 4(m).
restriction regarding unseasoned companies.

4(n). To approve the elimination of the Fund's fundamental [ ] [ ] [ ] 4(n).
restriction regarding mortgages and pledges.

YOUR VOTE IS IMPORTANT.

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