SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the 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 Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 SELIGMAN QUALITY MUNICIPAL FUND, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) [INSERT NAME] - -------------------------------------------------------------------------------- (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)(4) 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 Quality Municipal Fund, Inc. 100 Park Avenue, New York, New York 10017 New York City Telephone (212) 850-1864 Toll-Free Telephone (800) 221-2450 Notice of Annual Meeting of Stockholders to be held on May 13, 2004 To the Stockholders: The twelfth Annual Meeting of Stockholders (the "Meeting") of Seligman Quality Municipal Fund, Inc., a Maryland corporation (the "Corporation"), will be held at the offices of the Corporation, 100 Park Avenue, New York, New York 10017 on May 13, 2004 at 10:00 A.M., for the following purposes: (1) To elect four Directors; (2) To act on a proposal to ratify the selection of Deloitte & Touche LLP as auditors of the Corporation for 2004; and (3) 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 March 15, 2004 has been fixed as the record date for the determination of Stockholders 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, April 8, 2004 ----------------- YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN Please indicate your voting instructions 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. In order to avoid the additional expense of further solicitation, we ask your cooperation in mailing your Proxy promptly. A Proxy will not be required for admission to the Meeting. April 8, 2004 Seligman Quality Municipal Fund, Inc. 100 Park Avenue, New York, New York 10017 PROXY STATEMENT for the Annual Meeting of Stockholders to be held on May 13, 2004 This Proxy Statement is furnished to you in connection with the solicitation of Proxies by the Board of Directors of Seligman Quality Municipal Fund, Inc. (the "Corporation") to be used at the twelfth Annual Meeting of Stockholders (the "Meeting") to be held in New York, New York on May 13, 2004. It is expected that the Notice of Annual Meeting, Proxy Statement and form of Proxy will first be mailed to Stockholders on or about April 14, 2004. 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 signed Proxy without instructions, your shares will be voted (i) for the election of four Directors, (ii) for the ratification of the selection of auditors, and (iii) at the discretion of the Proxy holders, on any other matter which may properly have come before the Meeting or any adjournment thereof. You may revoke your Proxy or change it by written notice to the Corporation (Attention: Secretary) or by notice at the Meeting at any time prior to the time it is voted. The close of business on March 15, 2004 has been fixed as the record date for the determination of Stockholders entitled to notice of, and to vote at, the Meeting or any adjournment thereof. On that date, the Corporation had outstanding 672 shares of municipal auction rate cumulative preferred stock, series TH (the "Preferred Shares"), and 4,715,772 shares of common stock, par value $0.01 per share (the "Common Shares"), each such Preferred Share and Common Share outstanding on the record date being entitled to one vote. For all matters to be voted upon, 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 May 13, 2004, 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 1 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 Corporation's manager is J. & W. Seligman & Co. Incorporated (the "Manager"). The Corporation's stockholder service agent is Seligman Data Corp. The address of each of these entities is 100 Park Avenue, New York, NY 10017. The Corporation will furnish, without charge, a copy of its most recent annual report to any Stockholder 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 Corporation undertakes to deliver promptly upon written or oral request a separate copy of the Proxy Statement for a separate account. A. Election of Directors (Proposal 1) The Board of Directors is presently comprised of eleven Directors. The Board is divided into three classes, two of which consist of four directors and one of which consists of three directors. Members of each class hold office for a term of three years unless elected in the interim. The term of one class expires in each year. At the Meeting this year, four directors are to be elected. Dr. Alice S. Ilchman and Messrs. Frank A. McPherson, Leroy C. Richie and Brian T. Zino, each of whose current term will expire at the 2004 Annual Meeting, have been recommended by the Director Nominating Committee of the Board of Directors of the Corporation for election to the class whose term will expire in 2007. Dr. Ilchman and Messrs. McPherson, Richie and Zino have been nominated for election by the holders of the Common Shares and Preferred Shares, voting together as a single class. (Dr. Ilchman and Messrs. McPherson, Richie and Zino are designated as both Common and Preferred Directors.). It is the intention of the persons named in the accompanying form of Proxy to nominate and to vote such Proxy on behalf of the holders of Common Shares and Preferred Shares for the election of Dr. Ilchman and Messrs. McPherson, Richie and Zino. Dr. Ilchman has been a Director of the Corporation since 1991, Mr. McPherson has been a Director of the Corporation since 1995, Mr. Richie has been a Director of the Corporation since 2000 and Mr. Zino has been a Director and President of the Corporation since 1993 and 1995, respectively, and Chief Executive Officer of the Corporation since 2002. Dr. Ilchman and Messrs. McPherson, Richie and Zino were last elected by Stockholders at the 2001 Annual Meeting. 2 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 Corporation, but if that should occur before the Meeting, Proxies will be voted for the persons the Director Nominating Committee and the Board of Directors recommend. Background information regarding Dr. Ilchman and Messrs. McPherson, Richie and Zino, as well as the other Directors of the Corporation, follows. 3 INFORMATION REGARDING NOMINEES FOR ELECTION BY HOLDERS OF BOTH PREFERRED SHARES AND COMMON SHARES Term of Number of Office if Portfolios in Elected and Principal Occupation(s) During Fund Complex Name (Age) and Length of Past 5 Years, to be Overseen Position With Corporation* Time Served Directorships and Other Information by Nominee - -------------------------- ------------ -------------------------------------------------------------------- -------------- Independent Director Nominees Alice S. Ilchman (69) 2004-2007; President Emerita, Sarah Lawrence College, Bronxville, 61 Director 1991 to Date NY. Dr. Ilchman is a Director or Trustee of each of the investment [PHOTO] companies of the Seligman Group of Funds+. She is also a Director of the Jeannette K. Watson Fellowship (summer internships for Alice S. Ilchman college students); a Trustee of Save the Children (non-profit child- assistance organization); a Trustee of the Committee for Economic Development; Governor, Court of Governors, London School of Economics; and Director, Public Broadcasting Service (PBS). She was formerly the Chairman of The Rockefeller Foundation (charitable foundation); and a Director of the New York Telephone Company. Frank A. McPherson (71) 2004-2007; Retired Chairman of the Board and Chief Executive Officer of 61 Director 1995 to Date Kerr-McGee Corporation, Oklahoma City, OK (diversified [PHOTO] energy and chemical company). Mr. McPherson is a Director or Trustee of each of the investment companies of the Seligman Group Frank McPheron of Funds+. He is also a Director of ConocoPhillips (integrated international oil corporation), 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) and the Federal Reserve System's Kansas City Reserve Bank. 4 INFORMATION REGARDING NOMINEES FOR ELECTION BY HOLDERS OF BOTH PREFERRED SHARES AND COMMON SHARES Number of Term of Office Portfolios in if Elected and Principal Occupation(s) During Fund Complex Name (Age) and Length of Past 5 Years, to be Overseen Position With Corporation* Time Served Directorships and Other Information by Nominee - -------------------------- -------------- ------------------------------------------------------------------ -------------- Independent Director Nominee Leroy C. Richie (62) 2004-2007; Chairman and Chief Executive Officer, Q Standards 60 Director 2000 to Date 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 Leroy Richie exception of Seligman Cash Management Fund, Inc. He is also a Director of Kerr-McGee Corporation (diversified energy and chemical 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; Chairman and Chief Executive Officer of Capital Coating Technologies, Inc. (applied coating technologies); and Vice President and General Counsel, Automotive Legal Affairs, of Chrysler Corporation. Interested Director Nominee Brian T. Zino** (51) 2004-2007; Director and President, J. & W. Seligman & Co. Incorporated, 61 Director, President and Dir.: 1993 New York, NY. Mr. Zino is President, Chief Executive Officer Chief Executive Officer to Date and Director or Trustee of each of the investment companies of the [PHOTO] Pres.: 1995 Seligman Group of Funds+. He is also a Director of Seligman to Date Advisors, Inc. and Seligman Services, Inc. (broker-dealer); Brian Zino CEO: 2002 Chairman, Seligman Data Corp.; Member of the Board of to Date Governors of the Investment Company Institute; and Chairman, ICI Mutual Insurance Company. 5 Other Directors The other Directors of the Corporation whose terms will not expire in 2004 are: Term of Number of Office Portfolios in and Length Principal Occupation(s) During Fund Complex Name (Age) and of Time Past 5 Years, Overseen by Position With Corporation* Served Directorships and Other Information Director - -------------------------- ------------ ------------------------------------------------------------------- ------------- Independent Directors Robert B. Catell (67) 2003-2006; Chairman, Chief Executive Officer and Director of KeySpan 60 Director 2003 to date Corporation, Brooklyn, NY (diversified energy, gas and electric company). Mr. Catell is a Director or Trustee of each of the investment companies of the Seligman Group of Funds+, with the exception of Seligman Cash Management Funds, Inc. He is also a Director or Trustee of Alberta Northeast Gas, Ltd., Boundary Gas Inc., The Houston Exploration Company (oil and gas exploration, development and production companies), Edison Electric Institute, New York State Energy Research and Development Authority, Independence Community Bank, Business Council of New York State, Inc., New York City Partnership and the Long Island Association (business and civic organizations). John R. Galvin (74) 2003-2006; Dean Emeritus, Fletcher School of Law and Diplomacy at Tufts 61 Director 1995 to Date University, Medford, MA. General Galvin is a Director or Trustee of each of the investment companies of the Seligman Group of Funds+. He is also Chairman Emeritus, American Council on Germany. He was formerly a Director of USLIFE Corporation (life insurance) and of Raytheon Co. (defense and commercial electronics) and Governor of the Center for Creative Leadership. From June 1987 to June 1992, General Galvin was the Supreme Allied Commander, Europe and the Commander-in-Chief, United States European Command. 6 Term of Number of Office Portfolios in and Length Principal Occupation(s) During Fund Complex Name (Age) and of Time Past 5 Years, Overseen by Position With Corporation* Served Directorships and Other Information Director - -------------------------- ------------ --------------------------------------------------------------------- ------------- John E. Merow (74) 2002-2005; Retired Chairman and Senior Partner, Sullivan & Cromwell LLP, 61 Director 1991 to Date New York, NY (law firm). Mr. Merow is 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 Emeritus of the Municipal Art Society of New York; Executive Committee Member and Secretary of the U.S. Council for International Business; Trustee of the New York- Presbyterian Hospital; Trustee and Vice Chairman of the New York- Presbyterian Healthcare System, Inc. and a Member of the American Law Institute and the Council on Foreign Relations. Betsy S. Michel (61) 2002-2005; Attorney, Gladstone, NJ. Ms. Michel is a Director or Trustee of 61 Director 1991 to Date each of the investment companies of the Seligman Group of Funds+. She is also a Trustee of The Geraldine R. Dodge Foundation (charitable foundation) and World Learning, Inc. (international educational training). She was formerly Chairman of the Board of Trustees of St. George's School (Newport, RI). Robert L. Shafer (71) 2003-2006; Retired Vice President, Pfizer Inc., New York, NY 61 Director 1991 to Date (pharmaceuticals). Mr. Shafer is a Director or Trustee of each of the investment companies of the Seligman Group of Funds+. He was formerly a Director of USLIFE Corporation (life insurance). James N. Whitson (69) 2002-2005; Retired Executive Vice President and Chief Operating Officer of 61 Director 1993 to Date Sammons Enterprises, Inc., 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 of CommScope, Inc. (manufacturer of coaxial cable). Mr. Whitson was formerly a Director and Consultant of Sammons Enterprises, Inc. and a Director of C-SPAN (cable television network). 7 Term of Number of Office Portfolios in and Length Principal Occupation(s) During Fund Complex Name (Age) and of Time Past 5 Years, Overseen by Position With Corporation* Served Directorships and Other Information Director - -------------------------- ------------ -------------------------------------------------------------------- ------------- Interested Director William C. Morris** (66) 2003-2006; Chairman, J. & W. Seligman & Co. Incorporated, New York, NY. 61 Director and Chairman 1991 to Date Mr. Morris is Chairman of the Board and Director or Trustee of each of the Board of the investment companies of the Seligman Group of Funds+; Chairman of Seligman Advisors, Inc., Seligman Services, Inc. (broker-dealer), and Carbo Ceramics Inc. (manufacturer of ceramic proppants for oil and gas industry); a Director of Seligman Data Corp.; and President and Chief Executive Officer of The Metropolitan Opera Association. He was formerly a Director of Kerr-McGee Corporation (diversified energy and chemical company) and Chief Executive Officer of each of the investment companies of the Seligman Group of Funds. - -------- + The Seligman Group of Funds currently consists of twenty-three registered investment companies, including the Corporation. * The address for each Director or Nominee is 100 Park Avenue, New York, New York 10017. ** Mr. Morris and Mr. Zino are considered "interested persons" of the Corporation, as defined in the Investment Company Act of 1940, as amended ("1940 Act"), by virtue of their positions with the Manager and its affiliates. 8 Beneficial Ownership of Shares of the Corporation and Funds of Complex As of February 27, 2004, the Directors (or Nominees) beneficially owned shares of the Corporation and the investment companies of the Seligman Group of Funds as follows: Dollar Range of Common Aggregate Dollar Range of Shares Owned Shares Owned by Director in All Funds Overseen or to be Overseen Name of Director (or Nominee) or Nominee of the Corporation by Nominee in Seligman Group - ----------------------------- ----------------------------- --------------------------------------- Independent Directors/Nominees Robert B. Catell $1-$10,000 $50,001-$100,000 John R. Galvin $1-$10,000 $50,001-$100,000 Alice S. Ilchman $1-$10,000 Over $100,000 Frank A. McPherson $1-$10,000 Over $100,000 John E. Merow $10,001-$50,000 Over $100,000 Betsy S. Michel $1-$10,000 Over $100,000 Leroy C. Richie $1-$10,000 $10,001-$50,000 Robert L. Shafer $1-$10,000 Over $100,000 James N. Whitson $10,001-$50,000 Over $100,000 Interested Directors/Nominees William C. Morris $10,001-$50,000 Over $100,000 Brian T. Zino $10,001-$50,000 Over $100,000 As of February 27, 2004, all Directors and officers of the Corporation as a group owned beneficially less than 1% of the Corporation's Common Shares. 9 As of February 27, 2004, no person was known by the Corporation to beneficially own more than 5% of the Corporation's Common Shares except as set forth in the table below. Number of Common Shares Name and Address of Owner Beneficially Owned Percent of Class ------------------------- ----------------------- ---------------- Karpus Management, Inc.* 244,825 5.19% d/b/a Karpus Investment Management 183 Sullys Trail Pittsford, NY 14534 - ----------------- * Information as to beneficial ownership is based upon a Schedule 13D report filed with the Securities and Exchange Commission on February 10, 2004. Board Committees The Board of Directors met seven times during the fiscal year ended October 31, 2003. The standing committees of the Board include the Board Operations Committee, Audit Committee and Director Nominating Committee (the "Nominating Committee"). These Committees are comprised solely of Directors who are not "interested persons" of the Corporation as that term is defined in 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 Corporation. The Committee met six times during the fiscal year ended October 31, 2003. Members of the Committee are Messrs. McPherson (Chairman), Catell, Galvin, Merow, Richie, Shafer and Whitson, Dr. Ilchman, and Ms. Michel. Audit Committee. This Committee assists the Board in its oversight of the Corporation's financial reporting process and operates pursuant to a written charter most recently amended on March 18, 2004. A copy of the amended charter is included as Appendix 1 to this Proxy Statement. The Committee met three times during the fiscal year ended October 31, 2003. Members of this Committee are Messrs. Whitson (Chairman), Galvin, Merow and Richie, and Ms. Michel. The members of the Committee are "independent" as required by applicable listing standards of the New York Stock Exchange. The report of the Audit Committee, as approved on March 18, 2004, is attached to this Proxy Statement as Appendix 2. 10 Director Nominating Committee. Members of the Nominating Committee are Messrs. Shafer (Chairman), Catell, McPherson and Dr. Ilchman. The Nominating Committee met once during the fiscal year ended October 31, 2003. The members of the Nominating Committee are not "interested persons" of the Corporation as defined in the 1940 Act. On March 18, 2004, the Board of Directors adopted a charter for the Nominating Committee, a copy of which is attached as Appendix 3. Pursuant to the charter, the Nominating Committee identifies, evaluates, selects and nominates, or recommends for nomination, candidates for the Board. It also may set standards or qualifications for Directors. The Nominating Committee may consider candidates for the Board submitted by current Directors, the Corporation's investment adviser, the stockholders and other appropriate sources. The Nominating Committee will consider candidates submitted by a stockholder or group of stockholders who have owned at least $10,000 of the Corporation's outstanding common stock for at least one year at the time of submission and who timely provide specified information about the candidates and the nominating stockholder or group. To be timely for consideration by the Nominating Committee, the submission, including all required information, must be submitted in writing to the attention of the Secretary at 100 Park Avenue, New York, NY 10017 not less than 120 days before the date of the proxy statement for the previous year's annual meeting of stockholders. The Nominating Committee will consider only one candidate submitted by such a stockholder or group for nomination for election at an annual meeting of stockholders. The Nominating Committee will not consider self-nominated candidates or candidates nominated by members of a candidate's family, including such candidate's spouse, children, parents, uncles, aunts, grandparents, nieces and nephews. The Nominating Committee will consider and evaluate candidates submitted by stockholders on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. These criteria may include the candidate's relevant knowledge, experience, and expertise, the candidate's ability to carry out his or her duties in the best interests of the Corporation and the candidate's ability to qualify as a disinterested Director. A detailed description of the criteria used by the Nominating Committee as well as information required to be provided by stockholders submitting candidates for consideration by the Nominating Committee is included in Appendix 3. Procedures for Communications to the Board of Directors The Board of Directors has adopted a process for stockholders to send communications to the Board. To communicate with the Board of Directors of the Corporation or an individual Director, a 11 stockholder must send written communications to 100 Park Avenue, New York, NY 10017, addressed to the Board of Directors or the individual Director. All stockholder communications received in accordance with this process will be forwarded to the Board of Directors or the individual Director. Each member of the Board of Directors is invited to attend the Corporation's annual meeting of stockholders. There was one member of the Board of Directors of the Corporation and no stockholders of the Corporation not affiliated with the Manager in attendance at the Corporation's 2003 annual meeting of stockholders. Executive Officers of the Corporation 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 Corporation Length of Time Served* Principal Occupation During Past Five Years - ------------------------------------------------------------------------------------------------ Thomas G. Moles (61) EVP: 2002 to Date Mr. Moles is a Director and Managing Director Executive Vice President Portfolio Mgr.: of the Manager. He is also Executive Vice and Co-Portfolio Manager 1991-2003 President and Co-Portfolio Manager of Co-Portfolio Mgr.: Seligman Select Municipal Fund, Inc. and Vice 2003 to Date President and Co-Portfolio Manager of four of the open-end investment companies of the Seligman Group of Funds. He was formerly President of the Corporation and Seligman Select Municipal Fund Inc. and a Director of Seligman Advisors, Inc. and Seligman Services, Inc. Eileen A. Comerford (46) VP: 1991 to Date Ms. Comerford is a Senior Vice President, Vice President and Co-Portfolio Mgr.: Investment Officer of the Manager. She is also Co-Portfolio 2003 to Date Vice President and Co-Portfolio Manager of Manager Seligman Select Municipal Fund, Inc. and Co- Portfolio Manager of four of the open-end investment companies of the Seligman Group of Funds. Audrey G. Kuchtyak (44) 1991 to Date Ms. Kuchtyak is a Senior Vice President, Invest- Vice President ment Officer of the Manager. She is also Vice President of Seligman Select Municipal Fund, Inc. 12 Name (Age) and Position Term of Office and With the Corporation Length of Time Served* Principal Occupation During Past Five Years - ------------------------------------------------------------------------------------------------ Lawrence P. Vogel (47) 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 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 (46) 2000 to Date Mr. Rose is Senior Vice President, Finance, of Vice President the Manager, Seligman Advisors, Inc. and Seligman Data Corp. since May 2000. 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 (39) 1994 to Date Mr. Nasta is Managing Director, General Secretary Counsel, 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. - ----------------- * All officers are elected annually by the Board of Directors and serve until their successors are elected and qualify or their earlier resignation. The address of each of the foregoing officers is 100 Park Avenue, New York, New York 10017. 13 Remuneration of Directors and Officers Directors of the Corporation who are not employees of the Manager or its affiliates each receive from the Corporation an annual retainer fee of $60,000, the amount of which is shared by the Corporation and the other investment companies in the Seligman Group of Funds. For the fiscal year ended October 31, 2003, the Corporation paid each Director an aggregate retainer fee of $791 (other than with respect to Mr. Catell who received an aggregate retainer fee of $443). 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 Corporation 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. Total Directors' fees paid by the Corporation to the Directors listed below for the fiscal year ended October 31, 2003 were as follows: Number of Directors Aggregate Direct in Group Capacity in which Remuneration was Received Remuneration - -------------------------------------------------------------------------------- 9 Directors and Members of Committees $12,855 Director's attendance, retainer and/or committee fees paid to each Director during fiscal 2003 were as follows: Aggregate Pension or Retirement Total Compensation Compensation Benefits Accrued as From Corporation and Name From Corporation Part of Corporation Expenses Fund Complex* - ---- ---------------- ---------------------------- -------------------- Robert B. Catell+ $ 563 -0- $ 34,413 John R. Galvin 1,572 -0- 102,000 Alice S. Ilchman 1,516 -0- 99,000 Frank A. McPherson 1,516 -0- 99,000 John E. Merow+ 1,572 -0- 102,000 Betsy S. Michel 1,572 -0- 102,000 Leroy C. Richie 1,572 -0- 102,000 Robert L. Shafer 1,400 -0- 94,500 James N. Whitson+ 1,572(1) -0- 102,000(1) ------- $12,855 ======= - -------- * In the fiscal year ended October 31, 2003 there were twenty-three registered investment companies of the Seligman Group of Funds. + Mr. Catell was elected to the Corporation's Board of Directors on May 8, 2003. + Mr. Merow, who deferred receiving his fees from the Corporation and other investment companies of the Seligman Group of Funds from 1991 to 1997, had a balance as of October 31, 2003 of $2,698 in his deferred plan account, net of earnings/losses. Mr. Whitson, who deferred receiving his fees from the Corporation and other investment companies of the Seligman Group of Funds, from 1993 to 2002, had a balance as of October 31, 2003 of $10,239 in his deferred plan account, net of earnings/losses. (1) Includes deferred fees of $367 and $22,500 from the Corporation and Fund Complex, respectively. 14 No compensation is paid by the Corporation to Directors or officers of the Corporation who are employees of the Manager. The affirmative vote of a plurality of the votes cast at the meeting is required to approve the election of each of the Nominees. Your Board of Directors Unanimously Recommends that the Stockholders Vote FOR the Election of Each of the Nominees to Serve as Director of the Corporation. B. Ratification of Selection of Auditors (Proposal 2) The Audit Committee of the Board of Directors has recommended, and the Board of Directors, including a majority of those members who are not "interested persons" of the Corporation (as defined in the 1940 Act), has selected, Deloitte & Touche LLP as auditors of the Corporation for 2004. 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 Corporation. Deloitte & Touche LLP has audited the annual financial statements of the Corporation and provided attestation and tax-related services to the Corporation. Deloitte & Touche LLP has also rendered non-audit services to the Manager and Seligman Data Corp. ("SDC"), the stockholder service agent for the Corporation (together, the "Affiliated Service Providers"). In making its recommendation, the Audit Committee has considered whether the provision by the independent auditors to the Corporation of nonaudit services to the Corporation or of professional services to the Affiliated Service Providers is compatible with maintaining the auditors' independence and has discussed the auditors' independence with them. 15 Principal Accountant Fees and Services Aggregate fees billed to the Corporation for the last two fiscal years for professional services rendered by Deloitte & Touche LLP were as follows: 2003 2002 ------- ------- Audit Fees........ $24,986 $24,260 Audit-Related Fees 41,008 40,250 Tax Fees.......... 2,000 2,000 All Other Fees.... 4,506 0 Audit fees include amounts related to the audit of the Corporation's annual financial statements and services normally provided by Deloitte & Touche LLP in connection with statutory and regulatory filings. Audit-related fees include the performance of certain agreed-upon procedures with respect to the Corporation's preferred stock. Tax fees include amounts related to tax compliance, tax planning, and tax advice. Other fees include the Corporation's pro-rata share of amounts for services related to documentation of certain internal control procedures for the Corporation and certain other investment companies advised by the Manager. Aggregate fees billed by Deloitte & Touche LLP for the last two fiscal years for non-audit services provided to the Manager and any affiliate of the Manager that provides ongoing services to the Corporation, where the engagement relates directly to the operations and financial reporting of the Corporation, were as follows: 2003 2002 ------- ------- Audit-Related Fees $95,514 $95,891 Tax Fees.......... 7,500 24,250 Audit-related fees include amounts for (i) attestation services for SDC; (ii) review of certain internal controls of SDC's sub-agent; and (iii) actuarial services provided prior to May 6, 2003 to the Manager and SDC (such services were no longer permitted to be performed for SDC after May 5, 2003). Tax fees include amounts related to tax compliance, tax planning, and tax advice for and an evaluation of certain tax reporting procedures of SDC. The Audit Committee is required to preapprove audit and non-audit services performed for the Corporation by Deloitte & Touche LLP in order to assure that the provision of such services does not impair Deloitte & Touche LLP's independence. The Audit Committee also is required to preapprove certain non-audit services performed for the Manager and certain of the Manager's affiliates that provide services directly related to the operations and financial reporting of the Corporation. 16 Unless a type of service to be provided by Deloitte & Touche LLP has received preapproval, it will require specific preapproval by the Audit Committee. The Audit Committee has delegated preapproval authority to Mr. James N. Whitson, the Audit Committee's Chairman. Mr. Whitson will report any preapproval decisions to the Audit Committee at its next scheduled meeting. Notwithstanding the foregoing, under certain circumstances, preapproval of non-audit services of a de minimis amount is not required. The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by Deloitte & Touche LLP for non-audit services rendered to the Corporation, the Manager and affiliates of the Manager that provides ongoing services to the Corporation were $150,528 and $162,391, respectively. All non-audit services discussed above were pre-approved by the Audit Committee, who considered whether these services were compatible with maintaining Deloitte & Touche LLP's independence. Your Board of Directors Unanimously Recommends that the Stockholders Vote FOR the Ratification of the Selection of Deloitte & Touche LLP as Auditors of the Corporation. C. Other Matters The Corporation 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 Stockholder proposal of which the Corporation first received notice after February 26, 2004. In addition, the Corporation's by-laws permit the Corporation to exclude from consideration at the Meeting any Stockholder proposal first brought to the attention of the Corporation after March 9, 2004. Notice is hereby given that, under the Securities and Exchange Commission's stockholder proposal rule (Rule 14a-8), any Stockholder proposal which may properly be included in the proxy solicitation material for the next Annual Meeting, now scheduled for May 2005, must be received by the Corporation no later than December 15, 2004. Timely notice of Stockholder proposals submitted outside of the Rule 14a-8 process must be received by the Corporation no earlier than February 12, 2005 and no later than March 14, 2005 to be eligible for presentation at the May 2005 Annual Meeting. 17 D. Expenses The Corporation 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 Corporation, the Manager, Seligman Advisors, Inc., Seligman Services, Inc. and SDC, and the Corporation may reimburse persons holding shares in their names or names of their nominees for their expenses in sending solicitation material to their beneficial owners. The Corporation has engaged Morrow & Co., Inc., 445 Park Avenue, New York, NY 10022 to assist in soliciting for a fee of $1,000, plus expenses. By order of the Board of Directors, /s/ Frank J. Nasta Secretary ----------------- It is important that Proxies be returned promptly. All Stockholders, 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. A Proxy is not required for admission to the Meeting. 18 APPENDIX 1 Seligman Quality Municipal Fund, Inc. (the "Company") AUDIT COMMITTEE CHARTER I. Composition of the Audit Committee: The Audit Committee shall be composed of at least three directors, each of whom shall satisfy the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, and shall otherwise satisfy any applicable membership requirements under the rules or the New York Stock Exchange, Inc., as such requirements are interpreted by the Board of Directors (the "Board") in its business judgment. II. The Audit Committee: The function of the Audit Committee is oversight. The purposes of the Audit Committee are to: 1. assist Board oversight of (i) the integrity of the Company's financial statements, (ii) the Company's compliance with legal and regulatory requirements, (iii) the independent auditors' qualifications and independence, and (iv) the performance of the independent auditors; and 2. prepare an audit committee report for inclusion in the Company's annual proxy statement, if such proxy statement is required by applicable SEC rules. The independent auditors shall submit to the Audit Committee at least annually formal written statements (the "Auditors' Statements") describing: (i) the auditors' internal quality-control procedures, and any material issues raised by the most recent internal quality-control review or peer review of the auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditors, and any steps taken to deal with any such issues; and (ii) (to assess the auditors' independence) all relationships between the independent auditors and the Company, J. & W. Seligman & Co. Incorporated ("Seligman") and any entity controlling, controlled by or under common control with Seligman (the "Seligman Affiliates"), whether or not they provide ongoing services to the Company, and including at least the matters set forth in Independence Standards Board Standard No. 1 and any other required information. The description of relationships should include a description of the non-audit services, including the fees associated therewith, that were not pre-approved by the Company's Audit Committee. Seligman Data Corp. shall be considered a Seligman Affiliate for purposes of this Charter. The Audit Committee shall consider whether any relationship or service, including non-audit services, 1-i disclosed in these Statements, may impact the quality of services or the objectivity and independence of the independent auditors. III. Meetings of the Audit Committee: The Audit Committee shall meet semi-annually, or more frequently if circumstances dictate, to discuss with management and the independent auditors the annual audited financial statements and to address the matters set forth in Article IV. The Audit Committee should meet separately at least annually with each of management and the independent auditors to discuss any matters that the Audit Committee or any of these persons or firms believe should be discussed privately. IV. Duties and Powers of the Audit Committee: To carry out its purposes, the Audit Committee shall have the following duties and powers: 1. with respect to the independent auditors, (i) to be directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditors (including the resolution of disagreements between management and the independent auditors regarding financial reporting), and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or to perform audit, review or attestation services; the independent auditor and any other such registered public accounting firm shall each report directly to the Audit Committee; provided that the independent auditor appointment shall be subject to ratification by the Board members who are not interested persons; (ii) to pre-approve, or to adopt appropriate procedures to pre-approve, all audit and non-audit services to be provided by the independent auditors; (iii) to obtain from the independent auditors in connection with any audit a timely report relating to the Company's annual audited financial statements describing all critical accounting policies and practices used, all alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors, and any material written communications between the independent auditors and management, such as any "management" letter or schedule of unadjusted differences; and 1-ii (iv) to discuss with management the timing and process for implementing the rotation of the lead audit partner, the concurring partner and any other active audit engagement team partner; 2. with respect to accounting principles and policies, financial reporting and internal controls over financial reporting, (i) to advise management, relevant service providers and the independent auditors that they are expected to provide or cause to be provided to the Audit Committee a timely analysis of significant issues and practices relating to accounting principles and policies, financial reporting and internal control over financial reporting, and to advise the independent auditors that they must disclose to the Audit Committee any significant communications between the audit team and the independent auditor's national office respecting auditing or accounting issues presented by the engagement; (ii) to consider any reports or communications (and management's and/or applicable service providers' responses thereto) submitted to the Audit Committee by the independent auditors required by or referred to in Statement of Auditing Standards No. 61 (as codified by AU Section 380) or other applicable auditing literature, as may be modified or supplemented; (iii) to meet with management and/or the independent auditors and, if appropriate, the relevant service providers: . to discuss the scope of the annual audit or any audit or review of periodic financial statements; . to discuss the annual audited financial statements and other periodic financial statements, if any, including any Company disclosure relating to management's discussion of fund performance; . to discuss any significant matters arising from any audit or report or communication referred to in item 2(ii) above, including any audit problems or difficulties, whether raised by management, relevant service providers, or the independent auditors, relating to the Company's financial statements; . to discuss any problems or difficulties the independent auditors encountered in the course of the audit, including any restrictions on their activities or access to requested information and management's responses to such problems or difficulties, and to resolve significant disagreements with management and the independent auditors; 1-iii . to discuss any "management" or "internal control" letter issued, or proposed to be issued, by the independent auditors to the Company; . to discuss, as appropriate: (a) any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles, and major issues as to the adequacy of the Company's internal controls and any special audit steps adopted in light of material control deficiencies; (b) analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements; and (c) the effect of regulatory and accounting initiatives on the financial statements of the Company; and . to discuss guidelines and policies governing the process by which management of the Company and the relevant service providers of the Company assess and manage the Company's exposure to risk, and to discuss the Company's most significant financial risk exposures and the steps management has taken to monitor and control such exposures; (iv) to inquire of the Company's chief executive officer and chief financial officer as to the existence of any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information and as to the existence of any fraud, whether or not material, that involves management or service providers that have a significant role in the Company's internal control over financial reporting; (v) to establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by Company or Seligman employees, or employees of any applicable service provider that provides accounting related services to the Company, of concerns regarding questionable accounting or auditing matters; and (vi) to review policies of Seligman, the Seligman Affiliates and any other entity within the Company's Investment Company Complex, as such term is defined in Regulation S-X, for hiring employees or former employees of the independent auditors whose responsibilities are to include an accounting role or financial reporting oversight role with respect to the Company. 1-iv 3. with respect to Seligman Data Corp., to perform such of the duties set forth in this Article IV in respect of the Company as are appropriate, and to exercise such powers as are provided in this Charter, as are appropriate in respect of the accounting principles and policies, financial reporting and internal controls over financial reporting, the financial statements and the audit thereof, management and the independent auditors of Seligman Data Corp. 4. with respect to reporting, recommendations and other matters, (i) to prepare any report or other disclosures, including any recommendation of the Audit Committee, required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement, if any; (ii) to prepare and review with the Board an annual performance evaluation of the Audit Committee, which evaluation shall compare the performance of the Audit Committee with the requirements of this Charter; (iii) to report its activities to the full Board on a regular basis and to make such recommendations with respect to the above and other matters (including changes to this Charter) as the Audit Committee may deem necessary or appropriate; and (iv) to perform such other functions and to have such other powers as may be necessary or appropriate in the efficient and lawful discharge of the foregoing. V. Delegation to Subcommittee: The Audit Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Audit Committee. The Board and the Audit Committee have authorized the Chairman of the Audit Committee (or any other Audit Committee member to whom this responsibility has been delegated) to pre-approve any audit or non-audit services to be performed by the independent auditors, provided that any such approvals are presented to the Audit Committee at its next scheduled meeting. VI. Resources and Authority of the Audit Committee: The Audit Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special or independent counsel, accountants or other experts and advisors, as it deems necessary or appropriate, without seeking approval of the Board or management. Amended and Restated on March 18, 2004. 1-v APPENDIX 2 SELIGMAN QUALITY MUNICIPAL FUND, INC. ( the "Fund") AUDIT COMMITTEE REPORT The Audit Committee operates pursuant to a written charter that was last amended and restated by the Fund's Board of Directors on March 18, 2004. The purposes of the Audit Committee are to 1) assist the Board of Directors in its oversight of (i) the integrity of the Fund's financial statements; (ii) the Fund's compliance with legal and regulatory requirements; and (iii) the independent auditors' independence, qualifications and performance; and 2) to prepare this report. Management of the Fund is responsible for the preparation, presentation and integrity of the Fund's financial statements, the Fund's accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for auditing the Fund's financial statements and expressing an opinion as to their conformity with generally accepted accounting principles. In the performance of its oversight function, the Audit Committee has considered and discussed the audited financial statements with management and the independent auditors of the Fund. The Audit Committee has also discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as currently in effect. The Audit Committee has also considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund's independent auditors to the Adviser or Manager and to any entity controlling, controlled by or under common control with the Adviser or Manager that provides ongoing services to the Fund is compatible with maintaining the auditors' independence. Finally, the Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as currently in effect, and has discussed with the auditors the auditors' independence. The members of the Audit Committee are not full-time employees of the Fund and are not performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee necessarily rely on the information provided to them by management and the independent auditors. Accordingly, the Audit Committee's considerations and discussions referred to above do not assure 2-i that the audit of the Fund's financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the Fund's auditors are in fact "independent." Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above, the Audit Committee recommended to the Board of Directors of the Fund that the audited financial statements of the Fund be included in the Fund's annual report to stockholders for the most recent fiscal period. SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS John R. Galvin John E. Merow Betsy S. Michel Leroy C. Richie James N. Whitson As approved on March 18, 2004. 2-ii APPENDIX 3 Seligman Quality Municipal Fund, Inc. Seligman Select Municipal Fund, Inc. Tri-Continental Corporation Nominating Committee Charter (Adopted as of March 18, 2004) The Board of Directors (each a "Board") of each of the registered investment companies listed above (each, separately, a "Fund" and, collectively, the "Funds"), has adopted this Charter to govern the activities of the Nominating Committee (the "Committee") of the particular Board. This Charter applies separately to each Fund and its particular Board and Committee. Statement of Purposes and Responsibilities The primary purposes and responsibilities of the Committee are (i) to identify individuals qualified to become members of the Board in the event that a position is vacated or created, (ii) to consider all candidates proposed to become members of the Board, subject to the procedures and policies set forth in this Charter, the Fund's Bylaws or resolutions of the Board, (iii) to select and nominate, or recommend for nomination by the Board, candidates for election as Directors (iv) to set any necessary standards or qualifications for service on the Board, and (v) to make recommendations with respect to compensation of the Independent Directors (as defined below). Organization and Governance The Committee shall be composed of as many Directors as the Board shall determine in accordance with the Fund's Bylaws, but in any event not less than two (2) Directors. The Committee must consist entirely of Board members who are not "interested persons" of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended ("Independent Directors"). The Board may remove or replace any member of the Committee at any time in its sole discretion. One or more members of the Committee may be designated by the Board as the Committee's chairman or co-chairman, as the case may be. Committee meetings shall be held in accordance with the Fund's Bylaws as and when the Committee or the Board determines necessary or appropriate. Except as may be otherwise set forth in the Fund's Bylaws, the chairman, a co-chairman, any two members of the Committee or the Fund's secretary may set the time and place of its meeting unless the Board shall otherwise provide. 3-i Criteria for Director Nominees The Committee may take into account a wide variety of factors in considering Director candidates, including (but not limited to): (i) the candidate's knowledge in matters relating to the investment company industry; (ii) any experience possessed by the candidate as a director or senior officer of other public or private companies; (iii) the candidate's educational background; (iv) the candidate's reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board's existing mix of skills and qualifications; (vi) the candidate's perceived ability to contribute to the ongoing functions of the Board, including the candidate's ability and commitment to attend meetings regularly, work collaboratively with other members of the Board and carry out his or her duties in the best interests of the Fund; (vii) the candidate's ability to qualify as an Independent Director; and (viii) such other criteria as the Nominating Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies or other factors. Identification of Nominees In identifying potential nominees for the Board, the Committee may consider candidates recommended by one or more of the following sources: (i) the Fund's Directors, (ii) the Fund's officers, (ii) the Fund's investment adviser(s), (iv) the Fund's stockholders (see below) and (v) any other source the Committee deems to be appropriate. The Committee will not consider self-nominated candidates or candidates nominated by members of a candidate's family, including such candidate's spouse, children, parents, uncles, aunts, grandparents, nieces and nephews. The Committee may, but is not required to, retain a third party search firm at the Fund's expense to identify potential candidates. Consideration of Candidates Recommended by Stockholders The Committee will consider and evaluate nominee candidates properly submitted by stockholders on the same basis as it considers and evaluates candidates recommended by other sources. Appendix A to this Charter, as it may be amended from time to time by the Committee, sets forth qualifications and procedures that must be met or followed by stockholders to properly submit a nominee candidate to the Committee (recommendations not properly submitted in accordance with Appendix A will not be considered by the Committee). 3-ii Appendix A Procedures for Stockholders to Submit Nominee Candidates (As of March 18, 2004) A Fund stockholder must follow the following procedures to properly submit a nominee recommendation for the Committee's consideration. 1. A stockholder or group of stockholders (referred to in either case as a "Nominating Stockholder") that, individually or as a group, has beneficially owned at least $10,000 of the Fund's common stock for at least one year prior to the date the Nominating Stockholder submits a candidate for nomination as a Director may submit one candidate to the Committee for consideration at an annual meeting or other meeting of stockholders at which directors will be elected. Nominations will not be considered except in connection with such meetings of stockholders. 2. The Nominating Stockholder must submit any such recommendation (a "Stockholder Recommendation") in writing to the Fund via first class mail, to the attention of the Secretary, at the address of the principal executive offices of the Fund. 3. The Stockholder Recommendation must be mailed via first class mail and received at the principal executive offices of the Fund not less than one hundred twenty (120) calendar days before the date of the Fund's proxy statement released to stockholders in connection with the previous year's annual meeting. If an annual meeting of stockholders was not held in the previous year, the Stockholder Recommendation must be so delivered or mailed and received by a date specified in a public notice by the Fund. Such public notice shall be made at least 30 calendar days prior to the deadline for submission of Stockholder Recommendations for the upcoming annual meeting of stockholders (for this purpose, a special meeting at which directors will be elected shall be considered an annual meeting), which is expected under normal circumstances to be approximately 120 calendar days prior to the anticipated date of the proxy statement for such meeting. Such public notice may be given in a stockholder report or other mailing to stockholders or by any other means deemed by the Nominating Committee or the Board of Directors to be reasonably calculated to inform stockholders. 4. The Stockholder Recommendation must include: (i) a statement in writing setting forth 3-iii A) the name, date of birth, business address and residence address of the person recommended by the Nominating Stockholder (the "candidate"); B) any position or business relationship of the candidate, currently or within the preceding five years, with the Nominating Stockholder or an Associated Person of the Nominating Stockholder; C) the class or series and number of all shares of the Fund owned of record or beneficially by the candidate, as reported to such Nominating Stockholder by the candidate; D) any other information regarding the candidate that is required to be disclosed about a nominee in a proxy statement or other filing required to be made in connection with the solicitation of proxies for election of Directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder; E) whether the Nominating Stockholder believes that the candidate is or will be an "interested person" of the Fund (as defined in the Investment Company Act of 1940, as amended) and, if believed not to be an "interested person," information regarding the candidate that will be sufficient for the Fund to make such determination; and F) information as to the candidate's knowledge of the investment company industry, experience as a director or senior officer of public or private companies, directorships on the boards of other registered investment companies and educational background; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Director if elected; (iii) the written and signed agreement of the candidate to complete a directors' and officers' questionnaire if elected; (iv) the Nominating Stockholder's name as it appears on the Fund's books and consent to be named as such by the Fund; (v) the class or series and number of all shares of the Fund owned beneficially and of record by the Nominating Stockholder and any Associated Person of the Nominating Stockholder and the dates on which such shares were acquired, specifying the number of shares owned beneficially but not of record by each and identifying the nominee holders for the Nominating Stockholder and each such Associated Person of the Nominating Stockholder; and 3-iv (vi) a description of all arrangements or understandings between the Nominating Stockholder (including any member of a group that constitutes a Nominating Stockholder), the candidate and/or any other person or persons (including their names) pursuant to which the recommendation is being made by the Nominating Stockholder. "Associated Person of the Nominating Stockholder" as used in this paragraph 4 means any person required to be identified pursuant to clause (vi) and any other person controlling, controlled by or under common control with, directly or indirectly, the Nominating Stockholder or any person required to be identified pursuant to clause (vi). 5. The Committee may require the Nominating Stockholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished pursuant to paragraph 4 above or to determine the qualifications and eligibility of the candidate proposed by the Nominating Stockholder to serve on the Board. If the Nominating Stockholder fails to provide such other information in writing within seven days of receipt of written request from the Committee, the recommendation of such candidate as a nominee will be deemed not properly submitted and will not be considered by the Committee. 3-v SELIGMAN QUALITY MUNICIPAL FUND, INC. Notice of Annual Meeting of Stockholders and Proxy Statement Seligman Quality Municipal 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 Time:May 13, 2004 10:00 A.M. Place:Offices of the Corporation 100 Park Avenue New York, New York 10017 Please date, fill in and sign the enclosed form of Proxy and mail it in the enclosed return envelope which requires no postage if mailed in the United States. [LOGO] J&WS PROXY SELIGMAN QUALITY MUNICIPAL FUND, INC. P 100 Park Avenue, New York, NY 10017 R E The undersigned, revoking previous proxies, acknowledges receipt of the F Notice of Meeting and Proxy Statement for the Annual Meeting of E Stockholders of SELIGMAN QUALITY MUNICIPAL FUND, INC., to be held May 13, R 2004 and appoints PAUL B. GOUCHER, FRANK J. NASTA and BRIAN T. ZINO (and R each of them) proxies, with power of substitution, to attend the Annual E Meeting (and adjournments thereof) and vote all shares the undersigned is D entitled to vote upon the matters indicated on the reverse side and on any other business that may properly come before the Meeting. S E This proxy when properly executed will be voted in the manner directed by R the undersigned. If no instructions are given, your proxies will vote FOR I the election of the nominees of the Board of Directors and FOR Proposal 2. E S -------------------------------------------------------------------------- THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS T -------------------------------------------------------------------------- H 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 and to be signed on the reverse side) ==================================================================================================================================== The Board of Directors recommends that you vote FOR each of the Nominees and FOR Proposal 2. 1. ELECTION OF DIRECTORS [ ] FOR [ ] WITHHOLD [ ] WITHHOLDING AUTHORITY NOMINEES: Alice S. Ilchman, Frank A. all nominees all nominees for individual nominees listed McPherson, Leroy C. Richie and Brian T. Zino --------------------------------------------------- 2. Ratification of the selection of Deloitte & [ ] FOR [ ] AGAINST [ ] ABSTAIN Touche LLP as Auditors. DATED:_______________________________________________, 2004 ___________________________________________________________ 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. YOUR VOTE IS IMPORTANT. Please complete, sign and return this card as soon as possible. Mark each vote with an X in the box. ================================================================================ PROXY SELIGMAN QUALITY MUNICIPAL FUND, INC. 100 Park Avenue, New York, NY 10017 C The undersigned, revoking previous proxies, acknowledges receipt of the O Notice of Meeting and Proxy Statement for the Annual Meeting of M Stockholders of SELIGMAN QUALITY MUNICIPAL FUND, INC., to be held May 13, M 2004 and appoints PAUL B. GOUCHER, FRANK J. NASTA and BRIAN T. ZINO (and O each of them) proxies, with power of substitution, to attend the Annual N 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 Proposal 2. -------------------------------------------------------------------------- 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 and to be signed on the reverse side) ==================================================================================================================================== The Board of Directors recommends that you vote FOR each of the Nominees and FOR Proposal 2. 1. ELECTION OF DIRECTORS [ ] FOR [ ] WITHHOLD [ ] WITHHOLDING AUTHORITY NOMINEES: Alice S. Ilchman, Frank A. all nominees all nominees for individual nominees listed McPherson, Leroy C. Richie and Brian T. Zino --------------------------------------------------- 2. Ratification of the selection of Deloitte & [ ] FOR [ ] AGAINST [ ] ABSTAIN Touche LLP as Auditors. DATED:_______________________________________________, 2004 ___________________________________________________________ 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. YOUR VOTE IS IMPORTANT. Please complete, sign and return this card as soon as possible. Mark each vote with an X in the box.