MONTGOMERY STREET INCOME SECURITIES INC
N-30D, 1996-02-29
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MONTGOMERY

MONTGOMERY 
STREET 
INCOME 
SECURITIES

4

Annual Report
December 31, 1995

SCUDDER

Investment Adviser


    DIRECTORS         JOHN C. ATWATER
                      RICHARD J. BRADSHAW
                      OTTO W. BUTZ
                      MARYELLIE K. MOORE
                      WENDELL G. VAN AUKEN
                      JAMES C. VAN HORNE
                        Chairman

     OFFICERS         JOHN T. PACKARD
                        President
                      DANIEL PIERCE
                        Vice President and
                        Assistant Treasurer
                      EDWARD J. O'CONNELL
                        Vice President
                      THOMAS F. McDONOUGH
                        Vice President and
                        Secretary
                      PAMELA A. McGRATH
                        Vice President and
                        Treasurer
                      KATHRYN L. QUIRK
                        Vice President and
                        Assistant Secretary
                      STEPHEN A. WOHLER
                        Vice President
                      MARK S. BOYADJIAN
                        Vice President

   INVESTMENT         Scudder, Stevens & Clark, Inc.
      MANAGER         101 California Street, Suite 4100
                      San Francisco, CA 94111

     TRANSFER         State Street Bank and Trust
        AGENT         Company
                      P.O. Box 8200
                      Boston, MA 02266-8200

    CUSTODIAN         Chase Manhattan Bank, N.A.
                      4 Chase Metro Tech Center
                      18th Floor
                      Brooklyn, NY 11245

LEGAL COUNSEL         Howard, Rice, Nemerovski,
                        Canady, Falk & Rabin
                      Three Embarcadero Center
                      Seventh Floor
                      San Francisco, CA 94111

  INDEPENDENT        Ernst & Young LLP
     AUDITORS        200 Clarendon Street
                     Boston, MA 02116


                                     
<PAGE>


                                               101 California Street, Suite 4100
                                                         San Francisco, CA 94111
                                                                  (415) 981-8191

Dear Shareholder:

The portfolio of Montgomery Street Income Securities, Inc. (the Fund) produced a
total return for the quarter  ended  December  31, 1995 of 4.81%.  The net asset
value (NAV) per share was $19.94,  a slight  increase  from $19.79 in September,
reflecting  higher bond prices  partially offset by the payment of two dividends
in the final quarter of the year. Dividend payments of $0.35 per share were made
on October 31 and $0.36 per share on December 29. The $0.01  higher  dividend in
December  represented the distribution of excess income accumulation at year end
as opposed to an  increase  in the earning  power of the Fund's  portfolio.  The
market price of the Fund's  shares,  which trade on the New York Stock  Exchange
(NYSE), was $18.00 on December 31, 1995,  compared to $17.75 on September 30. At
quarter end, the annualized dividend yield of the Fund based on market value was
7.8%, approximately 2.2% above the yield of the 10-year U.S. Treasury Note.

For the full  year the  change  in NAV from  $17.72  to  $19.94  represented  an
increase  of  12.53%.  When the  dividend  of $1.40  for the year is taken  into
consideration,  the total return for the Fund was 21.78%.  The unmanaged  Lehman
Brothers Aggregate Bond Index produced a total return of 18.47% during this same
period.  The change in the Lehman Brothers  Aggregate Bond Index was the largest
in the last decade and almost double the return the Index had in 1993, which was
another strong year for bonds.  The Index posted positive  returns for 11 months
in 1995 with only the month of July  showing a negative  return.  The NYSE share
price of the Fund  increased to $18.00 from $15.75 per share at the end of 1994,
a gain of 14.29% before taking income into consideration. The market discount to
NAV declined  from 11.1% at the end of 1994 to 9.7% on December  31,  1995;  the
discount was even lower in early February.

The total return of the Fund based on NAV, which reflects the performance of the
underlying portfolio,  has been competitive.  Annualized total returns (based on
NAV and dividends) vs. the unmanaged  Lehman  Brothers  Aggregate Bond Index for
the last 5 years are shown below.

                   -------------------------------------------------------
                                  Montgomery         Lehman    
                                    Street          Brothers  
                                    Income         Aggregate      Return     
                                  Securities       Bond Index    Advantage    
                   -------------------------------------------------------
                     1  year         21.78%          18.47%       3.31%
                     2  years         7.84            7.24        0.60
                     3  years         9.36            8.07        1.29
                     4  years         9.93            7.90        2.03
                     5  years        12.30            9.48        2.82
                   -------------------------------------------------------

We believe  that the total return  performance  of the Fund has been quite good,
especially  considering the moderate risk profile that we have maintained in the
face of  volatile  markets.  Duration  has been  kept in the 5 to 6 year  range,
shorter than many other bond funds. A  conservative  course has been followed in
the use of below investment grade bonds, limiting the size of this commitment to
about 20% of the overall portfolio and using primarily BB rated issues.

Market and Economic Conditions

During the fourth quarter bonds  continued to increase in price,  reflecting the
increasingly  apparent slowdown in the growth of business and the expectation of
another move by the Federal  Reserve Board to ease  short-term  interest  rates.

                                       2
<PAGE>

This did occur on December 19 when the Federal  Funds  target rate was cut by 25
basis  points for the second time in 1995.  Economic  growth  continued  to show
signs of slowing, especially in the retail sales area. In addition, the cycle in
capital  goods may be rolling  over,  and a weak Europe  probably  spells weaker
exports. Inflation remains in check and there is nothing apparent on the horizon
which would cause it to increase rapidly from the current level.

The budget impasse has been nothing short of astounding.  The potential  default
in connection  with the January 29 Treasury  refinancing was avoided with a last
minute third extension of the national debt ceiling.  The inability to reconcile
this  situation  could lead to a crisis of  confidence.  On the other hand,  the
public  may  interpret  it as  politics  as  usual  and,  while  miffed  at  the
inconvenience it is causing, may not treat it as a significant problem. There is
risk that the bond market may be  disappointed  if true resolution must await an
uncertain election in November.

As you can see from the yield curves below,  short-term  rates have been held up
by the Fed, while longer  maturities  have come down in yield sharply since last
year. The yield curve has actually rallied to a flatter shape, once again due to
the Fed's reluctance to lower short term rates until the budget deal is done.

                              Treasury Yield Curves

          0.25      5.682         0.25       5.406         0.25      5.072
          0.5       6.495         0.5        5.576         0.5       5.147
          1         7.162         1          5.674         1         5.132
          2         7.690         2          5.851         2         5.150
          3         7.778         3          5.914         3         5.208
          5         7.827         5          6.015         5         5.374
         10         7.827        10          6.178        10         5.570
         30         7.876        30          6.504        30         5.949

      Years       12/31/94                  9/30/95                12/31/95
        to                                      
     Maturity                                   


Corporate  securities  showed very good  performance  for the year, as financing
needs were relatively light because of excellent  corporate cash flow generation
from business operations.  This combination of less debt issuance, better credit
fundamentals, and good buying demand, brought the yields on corporates closer to
Treasurys through most of the year. Mortgages, however, generally underperformed
as the market rallied, as they were subjected to rapidly escalating  pre-payment
assumptions.   Higher  prepayments  shortened  the  expected  life  of  mortgage
securities, reducing their price advance as yields moved lower.

The Portfolio

As yields fell in 1995,  the portfolio was benefited by the low cash position we
held during the year.  Because rates fell more in the  intermediate  maturities,
that portion of the yield curve had good  returns,  especially on a duration (or

                                       3
<PAGE>

risk) adjusted basis.  During the fourth quarter the portfolio was extended from
an average  maturity  of 12.5 years to 13.6 years.  Duration  was moved from 5.1
years to 5.5 years,  reflecting our view that the Fed would  eventually  have to
ease in response to a weakening economy.

Our  corporate  bond  position  remained  relatively  stable  at  57.5%  of  the
portfolio.  NationsBank,  First Union Corp.,  and Olympic  Financial  were added
during the last quarter as we increased our exposure in the financial sector. We
added to mortgage pass-throughs as they lagged the market during the rally since
summer.  Mortgages  provide a high  quality  source of income,  however,  during
volatile periods they tend to underperform. We think the market's recent run has
made selected pass-through  securities attractive again. Our mortgage commitment
is currently focused in seasoned higher coupon areas, where we think prepayments
will be below  general  expectations,  and in the 15-year final  maturity  area,
which  should  take  advantage  of a  steeper  curve as the Fed  eases in coming
months.  The  comparative bar graph below shows the changes that occurred during
the quarter in the sector allocation of the portfolio.

                      Percent of Portfolio as of 12/31/95

                                   9/30/95     12/31/95

Cash                                  8.3         0.7
Treasury and Agency (Gov't)           7.5         7
Mortgage                             17.7        24.5
Asset-Backed                          4.          4.
Industrial                           36.         34.
Utility                               7.2         6.8
Finance                              13.         16.7
Foreign                               6.2         5.1



The Fund's  investment  policy  allows the  portfolio to hold up to 30% of total
assets in foreign  denominated  securities,  preferreds,  convertibles,  private
placements,  and below investment grade debt securities. As of year end the Fund
held  24.6%  of its  assets  in these  categories,  20.1%  of  which  are  below
investment grade in terms of credit rating.  The single largest below investment
grade holding is Safeway,  a  supermarket  chain,  comprising  2.0% of the total
portfolio. Average quality for the portfolio at year end was "A". The PT Alatief
(a subsidiary of Freeport  McMoran  Resources)  holding was upgraded to "BBB" --
from below investment grade during the quarter.  We sold our positions in Unisys
due to concerns about credit trends.


                                       4
<PAGE>



The pie chart below shows the quality breakdown of the portfolio.

                                    Quality
                              -------------------
                              Cash           0.7%
                              Government    31.5%
                              AAA            0.9%
                              AA             6.5%
                              A              9.1%
                              BBB           48.7%
                              BB             2.6%
                              -------------------
                                           100.0%
                                           ------
                                           ------

Our 3.2% commitment in U.S. dollar denominated Mexican corporates performed well
during  the  quarter,  as most  emerging  markets  enjoyed  some  resurgence  of
investment  favor.  We reduced our only  non-dollar  position in  Government  of
Canada  bonds to 1.9% from 3.0% prior to the  Quebec  referendum.  Although  the
Separatists  were  defeated,  the  election  was razor close and  unsettled  the
currency market.

Our position in the structured note area remains unchanged. The General Electric
Capital  Corp.  inverse  floating  rate  note's  coupon was lowered to 2.918% in
November  where it provides an expected yield to maturity of 6.04% based on year
end pricing.  However,  this instrument  advanced in price from $89.63 to $93.13
over the quarter as lower European short-term rates have been anticipated by the
market. The Student Loan Marketing Association inverse floater remains at 4.40%,
above its floor of 4.00%. Declining German yields auger well for returns on this
agency credit.

Investment Policy Addendum

During  the  year,  the  Board  of  Directors  of the  Fund  adopted  investment
guidelines for a type of mortgage  transaction  called a "dollar roll".  In this
transaction a mortgage security held in the portfolio is sold, and the same type
of  security  (same  issuer,  same  coupon,  same type of  underlying  mortgage)
purchased  for delivery at a later date. At times,  technical  conditions in the
mortgage market make this type of transaction attractive by enhancing the income
earned by the portfolio.  The Board put  restrictions in place to help limit the
counterparty and leverage risks which are sometimes associated with this type of
transaction.  The Fund will be able to commit no more than 15% of net  assets to
dollar rolls at any time,  although there were no transactions of this nature in
1995.

Portfolio Management Responsibilities and Team

Stephen A.  Wohler,  Vice  President  of the Fund,  leads the  Fund's  portfolio
management  team,  having assumed  responsibility  for day-to-day  management in
1988. Stephen has over 15 years' experience managing  fixed-income  investments.
Mark S.  Boyadjian,  C.F.A.,  a Vice President of the Fund, has been a member of
the Fund's portfolio  management team for over four years. Mark has eight years'
experience in investment  management.  Kristin Bradbury,  C.F.A., is responsible
for  quantitative  analysis and trading for the portfolio.  Ms.  Bradbury has 10
years of investment related experience.


                                       5
<PAGE>

Dividend Reinvestment and Cash Purchase Option

The Fund maintains an optional Dividend Reinvestment and Cash Purchase Plan (the
Plan)  for the  automatic  reinvestment  of your  dividends  and  capital  gains
distributions  in the  shares of the Fund.  This  Plan also  allows  you to make
additional  cash  investments  in Fund shares.  We  recommend  that you consider
enrolling  in the Plan to build your  investments.  State  Street Bank and Trust
Company  is the  Fund's  Plan  Agent,  and the  Plan's  features  are  described
beginning on page 22 of this report.

Director Retiring

Mr.  John A. White  resigned  last month from his role as  honorary  director of
Montgomery Street Income Securities. Mr. White was one of the original directors
of the Fund and guided the Fund as an active  director for 18 years  through his
leadership and  dedication.  After his retirement as an active director in 1991,
he  continued  to provide  counsel to the Board as an  honorary  director  until
January 1996. His strong interest in the welfare of the Fund's  shareholders and
his sound  advice  over the years have set a high  standard  of  professionalism
which we will aspire to uphold.

Thank you for being a shareholder this year.

Sincerely,

/s/John T. Packard                         /s/Stephen A. Wohler

John T. Packard                            Stephen A. Wohler
President                                  Vice President
                                           Portfolio Manager of the Fund

February 8, 1996

This report is sent to shareholders of Montgomery Street Income Securities, Inc.
for their  information.  It is not a  prospectus,  circular,  or  representation
intended  for  use in the  purchase  or  sale of  shares  of the  Fund or of any
securities mentioned in the report.


                                       6
<PAGE>


INVESTMENT OBJECTIVES

Your Fund is a closed-end  diversified  management investment company registered
under the Investment  Company Act of 1940,  investing and reinvesting its assets
in a portfolio of selected  securities.  The Fund's primary investment objective
is to seek as high a level of  current  income  as is  consistent  with  prudent
investment  risks,  from a diversified  portfolio  primarily of debt securities.
Capital appreciation is a secondary objective. 

PRINCIPAL INVESTMENT POLICIES

Investment  of  your  Fund  is  guided  by the  following  principal  investment
policies:  

At least 70% of total  assets  must be invested  in:  straight  debt  securities
(other than municipal  securities) rated within the four highest grades assigned
by Moody's Investors Service, Inc. or Standard & Poor's; bank debt of comparable
quality;  U.S.  government or agency  securities;  commercial paper;  cash; cash
equivalents; or Canadian government, provincial, or municipal securities (not in
excess of 25% of total assets).

Up to 30% of total assets (the "30%  basket") may be invested in U.S. or foreign
securities that are straight debt securities,  whether or not rated, convertible
securities, preferred stocks, or dividend-paying utility company common stock.

Not more than 25% of total  assets  may be  invested  in  securities  of any one
industry  (neither utility companies as a whole nor finance companies as a whole
are considered an "industry" for the purposes of this limitation).

Not more  than 15% of total  assets  may be  invested  in  securities  which are
restricted as to resale.

Not more  than 5% of total  assets  may be  invested  in  securities  of any one
issuer, other than U.S. government or agency securities.

The Fund may invest money pursuant to repurchase  agreements so long as the Fund
is initially  wholly secured with  collateral  consisting of securities in which
the Fund can invest under its investment  objectives and policies.  In addition,
investment in repurchase  agreements  must not, at the time of any such loan, be
as a whole more than  20%--and  be as to any one  borrower  more than 5%--of the
Fund's total assets.

The Fund  may  loan  portfolio  securities  so long as the Fund is  continuously
secured  by  collateral  at least  equal to the market  value of the  securities
loaned. In addition, loans of securities must not, at the time of any such loan,
be as a whole more than 10% of the Fund's total assets.

The Fund may borrow funds to purchase  securities,  provided  that the aggregate
amount of such  borrowings  may not exceed 30% of the Fund's  assets  (including
aggregate borrowings), less liabilities (excluding such borrowings).

The Fund may  enter  into  forward  foreign  currency  sale  contracts  to hedge
portfolio  positions,  provided,  among other things, that such contracts have a
maturity of one year or less and at the time of purchase, the Fund's obligations
under such  contracts  may not  exceed  either  the  market  value of  portfolio
securities  denominated  in the  foreign  currency  or 15% of the  Fund's  total
assets.

Subject to adoption of Board  guidelines,  the Fund may enter into interest rate
futures  contracts  and  purchase  or write  options on  interest  rate  futures
contracts,  provided, among other things, that the Fund's obligations under such
instruments  may not exceed the market value of the Fund's assets not subject to
the 30% basket.


                                       7
<PAGE>
SCHEDULE OF INVESTMENTS
December 31, 1995

<TABLE>
<CAPTION>
                                                                                               Principal        Market     
                                                                                              Amount ($)*      Value ($)   
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>            <C>           
SHORT-TERM INVESTMENTS -- 0.7%                                                                                              
(UNDER 1 YEAR)                                                                                                             
                                                                                                                           
        American Express Credit Corp., 5.609%, 1/5/96 ................................            270,000       270,000    
        Beneficial Corp., 5.929%, 1/5/96 .............................................          1,204,000     1,204,000    
                                                                                                             ----------    
        TOTAL SHORT-TERM INVESTMENTS (Cost $1,474,000) ...............................                        1,474,000    
                                                                                                             ----------    
- -----------------------------------------------------------------------------------------------------------------------
                                                                                                                           
INTERMEDIATE-TERM BONDS -- 29.9%                                                                                            
(1 - 8 YEARS)                                                                                                              
                                                                                                                           
U.S. TREASURY AND AGENCY -- 8.6%                                                                                            
        Federal Home Loan Mortgage Corp., REMIC, 1724, principal only                                                      
                certificate, 5/15/01 .................................................          3,450,198     2,926,739    
        Federal National Mortgage Association, pass-thru certificate, 8%,                                                  
                with various maturities to 11/1/01 ...................................            615,798       632,731    
        Student Loan Marketing Association, floating rate debenture, coupon                                                
                inversely indexed to 5 year German Swap Rate, 4.4%, 3/23/98** ........          2,500,000     2,437,500    
        U.S. Treasury Note, 8.875%, 2/15/99 ..........................................          8,000,000     8,820,000    
        U.S. Treasury Note, 9.125%, 5/15/99 ..........................................          2,400,000     2,678,256    
                                                                                                             ----------    
                                                                                                             17,495,226    
                                                                                                             ----------    
FOREIGN GOVERNMENT -- 1.7%                                                                                                  
        Banco Nacional de Comercio Exterior SNC, 8%, 8/5/03 ..........................          2,000,000     1,590,000    
        Nacional Financiera SNC, 9.375%, 7/15/02 .....................................          2,000,000     1,780,000    
                                                                                                             ----------    
                                                                                                              3,370,000    
                                                                                                             ----------    
                                                                                                                          
METALS & MINERALS -- 1.6%                                                                                                   
 Precious Metals                                                                                                            
        Alatief Freeport Financial Co., note, 9.75%, 4/15/01 .........................          3,000,000     3,352,500    
                                                                                                             ----------    
                                                                                                                           
CONSUMER DISCRETIONARY -- 3.0%                                                                                               
 Department and Chain Stores -- 1.0%                                                                                         
        Federated Department Stores, Inc., senior note, 10%, 2/15/01 .................          2,000,000     2,180,000    
                                                                                                             ----------    
 Retail -- 2.0%                                                                                                              
        Safeway Stores Inc., senior subordinated note, 10%, 12/1/01 ..................          3,500,000     3,955,000    
                                                                                                             ----------    
                                                                                                                           
CONSUMER STAPLES -- 1.5%                                                                                                    
 Food & Beverage                                                                                                            
        Empresa La Moderna S.A., 10.25%, 11/12/97 ....................................          1,000,000       980,000    
        Fomento Economico Mexicano, S.A. (FEMSA), 9.5%, 7/22/97 ......................          1,000,000       995,000    
        Gruma, 9.75%, 3/9/98 .........................................................          1,000,000       972,500    
                                                                                                             ----------    
                                                                                                              2,947,500 
                                                                                                             ----------    
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                       8

<PAGE>


<TABLE>
<CAPTION>
                                                                                                Principal      Market
                                                                                               Amount ($)*    Value ($)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>            <C>
FINANCIAL -- 8.1%
 Banks -- 3.0%
        Continental Bank, subordinated note, 12.5%, 4/1/01 ...........................          3,000,000     3,854,100
        First USA Bank, global subordinated note, 7.65%, 8/1/03 ......................          2,000,000     2,085,940
                                                                                                             ----------
                                                                                                              5,940,040
                                                                                                             ----------
 Other Financial Companies -- 3.5%                                                                                       
        General Electric Capital Corp., medium-term basket structured note,                                            
          coupon inversely indexed to 6 month Italian LIBOR and                                                        
          Swedish STIBOR, 2.91825%, 5/21/98** ........................................          2,000,000     1,862,500
        Olympic Financial Ltd., 13%, 5/1/00 ..........................................          2,000,000     2,185,000
        Taubman Realty Group LP, medium-term note, 7.5%, 6/15/02 .....................          3,000,000     3,013,500
                                                                                                             ----------
                                                                                                              7,061,000
                                                                                                             ----------
 Real Estate -- 1.6%                                                                                                     
        Federal Realty Investment Trust, convertible bond, 5.25%, 10/28/03 ...........          2,000,000     1,760,000
        Health Care Properties Investors Inc., 6%, 11/8/00 ...........................          1,500,000     1,483,125
                                                                                                             ----------
                                                                                                              3,243,125
                                                                                                             ----------
                                                                                                                      
SERVICE INDUSTRIES -- 1.1%                                                                                              
 Service Industries                                                                                                     
        ADT Operations, senior subordinated note, 9.25%, 8/1/03 ......................          2,000,000     2,145,000
                                                                                                             ----------
MEDIA -- 1.6%                                                                                                           
 Cable Television                                                                                                       
        Rogers Cablesystems Ltd., senior secured note, 9.625%, 8/1/02 ................          3,000,000     3,142,500
                                                                                                             ----------
ENERGY -- 1.7%                                                                                                          
 Chemicals                                                                                                              
        Lyondell Petrochemical Co., note, 10%, 6/1/99 ................................          3,000,000     3,358,350
                                                                                                             ----------
TECHNOLOGY -- 1.0%                                                                                                      
 Electronic Data Processing                                                                                             
        Digital Equipment Corp., global note, 7.125%, 10/15/02 .......................          2,000,000     2,019,780
                                                                                                             ----------
        TOTAL INTERMEDIATE-TERM BONDS (Cost $57,737,018) .............................                       60,210,021
                                                                                                             ----------
- -----------------------------------------------------------------------------------------------------------------------
LONG-TERM BONDS -- 66.2%                                                                                                
(OVER 8 YEARS)                                                                                                         
                                                                                                                       
U.S. TREASURY & AGENCY -- 22.3%                                                                                         
        Federal Home Loan Mortgage Corp., 6%, 12/1/10 ................................          5,100,000     5,044,206
        Federal Home Loan Mortgage Corp., 8%, 7/1/25 .................................          7,816,467     8,099,814
        Federal Home Loan Mortgage Corp., REMIC, interest only certificate,                                            
          7%, 9/15/23 ................................................................          2,677,991     1,210,954
        Federal National Mortgage Association, pass-thru certificate, 9%,                                              
          with various maturities to 10/1/25 .........................................          1,723,465     1,815,016
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       9

<PAGE>


SCHEDULE OF INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                Principal      Market
                                                                                               Amount ($)*    Value ($)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                <C>
        Federal National Mortgage Association, REMIC, interest only
          certificate, 7%, 8/25/23 ...................................................          2,307,142     1,155,734
        Government National Mortgage Association, pass-thru certificate, 6.5%,
          with various maturities to 5/15/09 .........................................         18,306,171    18,472,024
        Government National Mortgage Association, pass-thru certificate, 8%,
          with various maturities to 5/20/25 .........................................          8,806,595     9,169,458
                                                                                                             ----------
                                                                                                             44,967,206
                                                                                                             ----------
FOREIGN GOVERNMENT -- 1.9%
        Government of Canada, 8%, 6/1/23 .............................................    CAD   5,000,000     3,839,846
                                                                                                             ----------
COMMUNICATIONS -- 1.1%
        TCI Communications Inc., senior note, 8%, 8/1/05 .............................          2,000,000     2,122,980
                                                                                                             ----------
CONSTRUCTION -- 2.1%
        Georgia-Pacific Corp., debenture, 7.7%, 6/15/15 ..............................          2,000,000     2,093,400
        USG Corp., senior note, 8.5%, 8/1/05 .........................................          2,000,000     2,070,000
                                                                                                             ----------
                                                                                                              4,163,400
                                                                                                             ----------
CONSUMER DISCRETIONARY -- 1.0%
 Hotels & Casinos
        Marriott Corp., debenture, 9.375%, 6/15/07 ...................................          2,000,000     1,997,500
                                                                                                             ----------
CONSUMER STAPLES -- 4.1%
 Food & Beverage
        Borden Inc., debenture, 9.2%, 3/15/21 ........................................          4,000,000     4,245,640
        Coca Cola Co., Inc., debenture, 7.375%, 7/29/2093 ............................          3,500,000     3,953,110
                                                                                                             ----------
                                                                                                              8,198,750
                                                                                                             ----------
FINANCIAL -- 11.7%
 Banks -- 5.7%
        ABN-AMRO Bank N.V., subordinated note, 7.125%, 10/15/2093 ....................          5,000,000     5,141,400
        First Union Corp. subordinated note, 6.55%, 10/15/35 .........................          3,000,000     3,120,090
        NationsBank Corp., 7.75%, 8/15/15 ............................................          3,000,000     3,286,050
                                                                                                             ----------
                                                                                                             11,547,540
                                                                                                             ----------
 Other Financial Companies -- 6.0%
        Commercial Credit Corp., debenture, 10%, 5/15/09 .............................          3,000,000     3,935,970
        Greentree Financial Corp., asset-backed, senior subordinated
          pass-thru certificate, 7.2%, 1/15/19 .......................................          8,000,000     8,040,000
                                                                                                             ----------
                                                                                                             11,975,970
                                                                                                             ----------
MEDIA -- 3.2%
 Broadcasting & Entertainment
        Paramount Communications, Inc., senior debenture, 7.5%, 7/15/23 ..............          2,000,000     1,921,920
        Time Warner Inc., debenture, 9.125%, 1/15/13 .................................          4,000,000     4,507,800
                                                                                                             ----------
                                                                                                              6,429,720
                                                                                                             ----------
</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                       10

<PAGE>


<TABLE>
<CAPTION>
                                                                                                Principal       Market
                                                                                               Amount ($)*     Value ($)
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>          <C>  
DURABLES -- 1.4%
 Aerospace
        McDonnell Douglas, debenture, 9.75%, 4/1/12 ..................................          2,250,000     2,896,740
                                                                                                            -----------
ENERGY -- 10.2%
 Oil & Gas Production -- 8.2%
        Lasmo U.S.A. Inc., note, 8.375%, 6/1/23 ......................................          3,000,000     3,180,300
        Louis Dreyfus Natural Gas Corp., senior note, 9.25%, 6/15/04 .................          3,000,000     3,245,280
        Saga Petroleum A.S., debenture, 9.125%, 7/15/14 ..............................          3,000,000     3,503,760
        Seagull Energy, senior subordinated note, 8.625%, 8/1/05 .....................          3,000,000     2,895,000
        Unocal Corp., debenture, 9.4%, 2/15/11 .......................................          3,000,000     3,768,780
                                                                                                            -----------
                                                                                                             16,593,120
                                                                                                            -----------
 Oil Companies -- 2.0%
        Atlantic Richfield, medium-term note, 10.875%, 7/15/05 .......................          3,000,000     3,927,960
                                                                                                            -----------
MANUFACTURING -- 2.3%
 Diversified Manufacturing
        Borden Chemicals and Plastics, Ltd., 9.5%, 5/1/05 ............................          2,000,000     2,060,000
        Tenneco Inc., debenture, 10%, 3/15/08 ........................................          2,000,000     2,572,220
                                                                                                            -----------
                                                                                                              4,632,220
                                                                                                            -----------
TECHNOLOGY -- 0.9%
 Military Electronics
        Loral Corp., note, 8.375%, 6/15/24 ...........................................          1,500,000     1,722,495
                                                                                                            -----------
TRANSPORTATION -- 0.9%
 Airlines
        American Airlines, Inc., medium-term note, 10.45%, 3/10/11 ...................          1,500,000     1,865,880
                                                                                                            -----------
UTILITIES -- 3.1%
 Natural Gas Distributors
        ANR Pipeline, debenture, 9.625%, 11/1/21 .....................................          2,000,000     2,579,740
        Coastal Corp., debenture, 9.625%, 5/15/12 ....................................          3,000,000     3,603,870
                                                                                                            -----------
                                                                                                              6,183,610
                                                                                                            -----------
        TOTAL LONG-TERM BONDS (Cost $126,530,712) ....................................                      133,064,937
                                                                                                            -----------
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                       11

<PAGE>


SCHEDULE OF INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>

                                                                                                              Market
                                                                                                   Shares    Value ($)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>      <C>
PREFERRED STOCK -- 1.7%

FINANCIAL
 Banks -- 0.7%
        First Nationwide Bank, non-cumulative 11.5% ..................................             12,500     1,403,125
                                                                                                            -----------
 Real Estate -- 1.0%
        United Dominion Realty Trust Inc., "A", 9.25% ................................             80,000     2,070,000
                                                                                                            -----------

        TOTAL PREFERRED STOCK (Cost $3,250,000) ......................................                        3,473,125
                                                                                                            -----------
- -----------------------------------------------------------------------------------------------------------------------
        TOTAL INVESTMENT PORTFOLIO -- 98.5% (Cost $188,991,730)(a) ...................                      198,222,083
        OTHER ASSETS AND LIABILITIES, NET -- 1.5% ....................................                        3,025,203
                                                                                                            -----------
        NET ASSETS -- 100.0% .........................................................                      201,247,286
                                                                                                            ===========
</TABLE>

- ---------------
(a) The cost for federal income tax purposes was $188,991,730. At December 31,
    1995, net unrealized appreciation for all securities based on tax cost was
    $9,230,353. This consisted of aggregate gross unrealized appreciation for
    all securities in which there was an excess of market value over tax cost of
    $10,467,928 and aggregate gross unrealized depreciation for all securities
    in which there was an excess of tax cost over market value of $1,237,575.

*   Principal amount is stated in U.S. dollars unless otherwise specified.

**  Inverse floating rate notes are instruments whose yields have an inverse
    relationship to benchmark interest rates. These securities are shown at
    their rate as of December 31, 1995.

    CURRENCY ABBREVIATIONS USED IN THIS PORTFOLIO:

    CAD   Canadian Dollar


  The accompanying notes are an integral part of the financial statements.

                                       12

<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
<TABLE>
<S>                                                                                        <C>            <C>
ASSETS
        Investments, at market (identified cost $188,991,730)
                (Note A) .............................................................                    $ 198,222,083
        Cash .........................................................................                              745
        Interest and dividends receivable ............................................                        3,210,558
                                                                                                          -------------
                                                                          TOTAL ASSETS                      201,433,386
LIABILITIES
        Accrued management fee (Note B) ..............................................     $ 84,564
        Other accrued expenses .......................................................      101,536
                                                                                           --------
                                                                     TOTAL LIABILITIES                          186,100
                                                                                                          -------------
                NET ASSETS, at market value ..........................................                    $ 201,247,286
                                                                                                          =============

NET ASSETS
        Net assets consist of:
                Undistributed net investment income ..................................                    $     206,477
                Net unrealized appreciation on investments ...........................                        9,230,353
                Accumulated net realized loss ........................................                       (5,621,744)
                Common stock .........................................................                       10,091,241
                Additional paid-in capital ...........................................                      187,340,959
                                                                                                          -------------
                NET ASSETS, at market value ..........................................                    $ 201,247,286
                                                                                                          =============
NET ASSET VALUE PER SHARE ($201,247,286 divided by 10,091,241 shares
        of common stock outstanding, $1.00 par value, 15,000,000
        shares authorized) ...........................................................                           $19.94
                                                                                                                 ======
</TABLE>


  The accompanying notes are an integral part of the financial statements.

                                       13

<PAGE>


STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995


<TABLE>
<S>                                                                      <C>        <C>
INVESTMENT INCOME
        INCOME:
                Interest ..........................................                 $15,472,086
                Dividends .........................................                     277,875
                                                                                    -----------
                                                                                     15,749,961

        EXPENSES:
                Management and investment advisory fee (Note B) ...       $946,575              
                Directors' fees (Note B) ..........................         80,143              
                Transfer agent and dividend disbursing agent fees..         92,824              
                Reports to shareholders ...........................         77,127              
                Auditing ..........................................         64,479              
                State franchise tax ...............................         41,034              
                Legal .............................................         29,351              
                Custodian fees ....................................         14,761              
                Other .............................................         63,714     1,410,008
                                                                          --------   -----------   
                                              NET INVESTMENT INCOME                   14,339,953
                                                                                     -----------

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS  
        Net realized gain from investment transactions ............                      20,961
        Net unrealized appreciation during the period on:  
                Investments .......................................                  22,105,285
                Foreign currency related transactions .............                         396
                                                                                    -----------
        Net gain on investments ...................................                  22,126,642
                                                                                    -----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ..............                 $36,466,595
                                                                                    ===========
</TABLE>

  The accompanying notes are an integral part of the financial statements.

                                       14

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                                                                      Years Ended December 31,
                                                                                      ------------------------
                                                                                        1995           1994
                                                                                        ----           ----
<S>                                                                                <C>              <C>
INCREASE (DECREASE) IN NET ASSETS                                                     
OPERATIONS:
     Net investment income ....................................................    $  14,339,953    $ 13,714,204
     Net realized gain (loss) from investment transactions ....................           20,961      (5,045,581)
     Net unrealized appreciation (depreciation) on investment
         transactions during the period .......................................       22,105,681     (19,015,182)
                                                                                   -------------    ------------
Net increase (decrease) in net assets resulting from operations ...............       36,466,595     (10,346,559)
                                                                                   -------------    ------------
Dividends to shareholders from net investment income
     ($1.40 and $1.36 per share, respectively) ................................      (14,069,861)    (13,575,510)
                                                                                   -------------    ------------
Fund share transactions:
     Reinvestment of dividends from net investment income .....................        1,168,280       1,106,625
                                                                                   -------------    ------------
INCREASE (DECREASE) IN NET ASSETS .............................................       23,565,014     (22,815,444)
Net assets at beginning of period .............................................      177,682,272     200,497,716
                                                                                   -------------    ------------
NET ASSETS AT END OF PERIOD (including undistributed net
     investment income of $206,477 and $93,446, respectively) .................    $ 201,247,286    $177,682,272
                                                                                   =============    ============

OTHER INFORMATION
INCREASE IN FUND SHARES
Shares outstanding at beginning of period .....................................       10,024,589       9,958,150
Shares issued to shareholders in reinvestment of dividends
     from net investment income ...............................................           66,652          66,439
                                                                                   -------------    ------------ 
Shares outstanding at end of period ...........................................       10,091,241      10,024,589
                                                                                   =============    ============
</TABLE>

  The accompanying notes are an integral part of the financial statements.

                                       15

<PAGE>

FINANCIAL HIGHLIGHTS

THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL
STATEMENTS AND MARKET PRICE DATA.

<TABLE>
<CAPTION>
                                                                          Years Ended December 31, 
                                                              ----------------------------------------------
                                                               1995(a)    1994(a)   1993(a)  1992(a)  1991
                                                              ----------------------------------------------
<S>                                                           <C>        <C>       <C>      <C>      <C>                      
Net asset value, beginning of period ...................      $17.72     $20.13    $19.30   $19.17   $17.21                   
                                                              ------     ------    ------   ------   ------
Income from investment operations:                                                                             
        Income .........................................        1.57       1.51      1.68     1.84     1.88   
        Operating expenses .............................        (.14)      (.14)     (.15)    (.15)    (.13)  
                                                              ------     ------    ------   ------   ------
        Net investment income ..........................        1.43       1.37      1.53     1.69     1.75   
        Net realized and unrealized gain (loss) ........        2.19      (2.42)      .84      .47     1.97   
                                                              ------     ------    ------   ------   ------
Total from investment operations .......................        3.62      (1.05)     2.37     2.16     3.72   
                                                              ------     ------    ------   ------   ------
Dilution resulting from the rights offering ............          --         --        --     (.36)      --   
Less distributions from net investment                                                                         
        income .........................................       (1.40)     (1.36)    (1.54)   (1.67)   (1.76)  
                                                              ------     ------    ------   ------   ------
Net asset value, end of period .........................      $19.94     $17.72    $20.13   $19.30   $19.17   
                                                              ======     ======    ======   ======   ======
Per share market value, end of period ..................      $18.00     $15.75    $19.75   $20.88   $19.63   
                                                              ======     ======    ======   ======   ======
Price range on New York Stock Exchange                                                                         
        for each share of Common Stock                                                                         
        outstanding during the period (Unaudited):                                                             
        High ...........................................      $19.13     $20.25    $22.38   $21.00   $20.25   
        Low ............................................      $15.75     $15.25    $19.25   $19.00   $17.00   
TOTAL INVESTMENT RETURN                                                                                        
        Per share market value (%) .....................       23.69     (13.54)     2.02    17.98    23.11   
        Per share net asset value (%) (b) ..............       21.78      (4.51)    12.47    11.67    22.28   
RATIOS AND SUPPLEMENTAL DATA                                                                                   
Net assets, end of period ($ millions) .................         201        178       200      191      157   
Ratio of operating expenses to                                                                                 
        average net assets (%) .........................         .73        .71       .73      .75      .69   
Ratio of net investment income to                                                                              
        average net assets (%) .........................        7.45       7.28      7.53     8.69     9.60   
Portfolio turnover rate (%) ............................        76.4      137.0     122.8    137.6     72.0   
                                                                                                     
</TABLE>

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

(a)   Based on monthly average shares outstanding during the period.

(b)   Total investment returns reflect changes in net asset value per share
      during each period and assumes that dividends and capital gains
      distributions, if any, were reinvested. The dilution resulting from the
      rights offering in 1992 has been treated as a distribution for the total
      return calculation. These percentages are not an indication of the
      performance of a shareholder's investment in the Fund based on market.

                                       16

<PAGE>

NOTES TO FINANCIAL STATEMENTS
December 31, 1995

NOTE A--SIGNIFICANT ACCOUNTING POLICIES. Montgomery Street Income Securities,
Inc. (the "Fund") is registered under the Investment Company Act of 1940, as
amended, as a closed-end diversified management investment company.

   Significant accounting policies are summarized as follows:

   Valuation of Investments--Portfolio debt securities with remaining maturities
   greater than sixty days are valued by pricing agents approved by the Officers
   of the Fund, which prices reflect broker/dealer-supplied valuations and
   electronic data processing techniques. If the pricing agents are unable to
   provide such quotations, or if the Adviser does not believe that the value
   supplied by the pricing agent represents fair market value, the most recent
   bid quotation supplied by a bona fide market maker shall be used. Short-term
   investments having a maturity of sixty days or less are valued at amortized
   cost. Securities for which market quotations are not available are valued as
   determined in good faith by or under the direction of the Board of Directors
   of the Fund.

   Foreign Currency Translations--The books and records of the Fund are
   maintained in U.S. dollars. Foreign currency transactions are translated
   into U.S. dollars on the following basis:

   (i)   market value of investment securities, other assets and liabilities at
         the daily rates of exchange, and

   (ii)  purchases and sales of investment securities, interest income and
         certain expenses at the rates of exchange prevailing on the
         respective dates of such transactions.

   The Fund does not isolate that portion of gains and losses on investments
   which is due to changes in foreign exchange rates from that which is due
   to changes in market prices of the investments. Such fluctuations are
   included with the net realized and unrealized gains and losses from
   investments.

   Net realized and unrealized gain (loss) from foreign currency related
   transactions includes gains and losses between trade and settlement dates on
   securities transactions, gains and losses arising from the sales of foreign
   currency, and gains and losses between the accrual and payment dates on
   interest and foreign withholding taxes.

   Federal Income Taxes--The Fund's policy is to comply with the requirements
   of the Internal Revenue Code which are applicable to regulated investment
   companies and to distribute all of its taxable income to its shareholders.
   The Fund, accordingly, paid no federal income taxes and no federal income
   tax provision was required.

   As of December 31, 1995, the Fund had a net tax basis capital loss
   carryforward of approximately $5,622,000, which may be applied against any
   realized net taxable capital gains of each succeeding year until fully
   utilized or until December 31, 1999 ($61,000), December 31, 2002
   ($3,313,000), and December 31, 2003 ($2,248,000), the respective expiration
   dates, whichever occurs first.


                                       17

<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
        
   Distribution of Income and Gains--Distributions of net investment income are
   made quarterly. During any particular year, net realized gains from
   investment transactions, in excess of available capital loss carryforwards,
   would be taxable to the Fund if not distributed and, therefore will be
   distributed to shareholders. An additional distribution may be made to the
   extent necessary to avoid the payment of a four percent federal excise tax.
   The Fund uses the specific identification method for determining realized
   gain or loss on investments sold for both financial and federal income tax
   reporting purposes.

   The timing and characterization of certain income and capital gains
   distributions are determined annually in accordance with federal tax
   regulations which may differ from generally accepted accounting principles
   (GAAP). These differences relate primarily to investments in mortgage backed
   securities. As a result, net investment income and net realized gain (loss)
   on investment transactions for a reporting period may differ significantly
   from distributions during such period. Accordingly, the Fund may periodically
   make reclassifications among certain of its capital accounts without
   impacting the net asset value of the Fund.

   Other--Investment security transactions are accounted for on a trade-date
   basis. Dividend income and distributions to shareholders are recorded on the
   ex-dividend date. Interest income is recorded on the accrual basis.

NOTE B--MANAGEMENT AND INVESTMENT ADVISORY FEE. Under the Fund's Management and
Investment Advisory Agreement (the "Agreement") with Scudder, Stevens & Clark,
Inc. (the "Adviser"), the Fund agrees to pay the Adviser for services rendered,
an annual fee, payable monthly, equal to .50 of 1% of the value of the net
assets of the Fund up to and including $150 million; .45 of 1% of the value of
the net assets of the Fund over $150 million and up to and including $200
million; and .40 of 1% of the value of the net assets of the Fund over $200
million. The Agreement also provides that the Adviser will reimburse the Fund
for all expenses (excluding interest, taxes, brokerage commissions, and
extraordinary expenses) borne by the Fund in any fiscal year in excess of the
sum of one and one-half percent of the first $30 million of average net assets
and one percent of average net assets in excess of $30 million. Further, if
annual expenses as defined in the Agreement exceed 25% of the Fund's annual
gross income, the excess will be reimbursed by the Adviser. For the year ended
December 31, 1995, the fee pursuant to the Agreement amounted to $946,575.

None of the Directors are affiliated with the Adviser. For the year ended
December 31, 1995, Directors' fees aggregated $80,143.

NOTE C--PURCHASES AND SALES OF INVESTMENTS. For the year ended December 31,
1995, purchases and sales of investment securities other than direct U.S.
government obligations and short-term investments aggregated $119,300,033 and
$114,237,705, respectively. Purchases and sales of direct U.S. government
obligations aggregated $19,395,782 and $23,861,953, respectively.


                                       18

<PAGE>

NOTE D -- UNAUDITED QUARTERLY RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                1995
                             -----------------------------------------------------------------
                               FIRST        SECOND        THIRD         FOURTH        TOTAL
                             ----------   ----------    ----------    ----------   -----------
<S>                          <C>          <C>           <C>           <C>          <C>
Total investment income ..   $3,950,161   $4,007,202    $3,942,426    $3,850,172   $15,749,961
Net investment income ....    3,615,759    3,653,580     3,567,375     3,503,239    14,339,953
        Per share ........        $0.36        $0.36         $0.36         $0.35         $1.43
Net realized gains
 (losses) and change in
 net unrealized
 appreciation
 (depreciation) on
 investments .............    5,041,317    9,713,301     2,112,135     5,259,889    22,126,642

<CAPTION>
                                                                1994
                             -----------------------------------------------------------------
                               FIRST        SECOND        THIRD         FOURTH        TOTAL
                             ----------   ----------    ----------    ----------   -----------
<S>                          <C>          <C>           <C>           <C>          <C>        
Total investment income ..   $3,700,348   $3,757,881    $3,732,525    $3,869,078   $15,059,832
Net investment income ....    3,338,823    3,426,127     3,394,951     3,554,303    13,714,204
  Per share ..............        $0.34        $0.34         $0.34         $0.35         $1.37
Net realized gains
  (losses) and change in
  net unrealized
  appreciation
  (depreciation) on
  investments ............   (9,979,259)  (8,109,555)   (1,656,208)   (4,315,741)  (24,060,763)
</TABLE>


                                       19

<PAGE>


REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS

To the Shareholders and Board of Directors
Montgomery Street Income Securities, Inc.
San Francisco, California

We have audited the accompanying statement of assets and liabilities of
Montgomery Street Income Securities, Inc. (the "Fund"), including the schedule
of investments, as of December 31, 1995, and the related statement of operations
for the year then ended, the statement of changes in net assets for each of the
two years in the period then ended, and the financial highlights for each of the
five years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Montgomery Street Income Securities, Inc. at December 31, 1995, the results of
its operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended, and the financial highlights for each
of the five years in the period then ended, in conformity with generally
accepted accounting principles.

Boston, Massachusetts
January 22, 1996

                                       20

<PAGE>


TAX INFORMATION

By now shareholders for whom year-end tax reporting is required by the IRS
should have received their Form 1099-DIV and tax information letter from the
Fund.

In many states the amount of income you received from direct obligations of the
U.S. Government is exempt from your state income taxes. Of the Montgomery Street
Income Securities, Inc.'s dividend from ordinary income, 7.2% was derived from
direct obligations of the U.S. Government.

Please consult a tax adviser if you have questions about federal or state income
tax laws, or on how to prepare your tax returns. If you have specific questions
about your Montgomery Street account, please call 1-800-426-5523.


                                       21



<PAGE>

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

   All registered shareholders of the Fund's Common Stock are offered the
opportunity of participating in a Dividend Reinvestment and Cash Purchase Plan
(the "Plan"). Registered shareholders, on request or on becoming registered
shareholders, are mailed information regarding the Plan, including a form by
which they may elect to participate in the Plan and thereby cause their future
net investment income dividends and capital gains distributions to be invested
in shares of the Fund's Common Stock. State Street Bank and Trust Company is the
agent (the "Plan Agent") for shareholders who elect to participate in the Plan.

   If a shareholder chooses to participate in the Plan, the shareholder's
dividends and capital gains distributions will be promptly invested,
automatically increasing the shareholder's holdings in the Fund. If the Fund
declares a dividend or capital gains distributions payable either in cash or in
stock of the Fund, the shareholder will automatically receive stock. If the
market price per share on the payment date for the dividend (the "Valuation
Date") equals or exceeds the net asset value per share, the Fund will issue new
shares to the shareholder at the greater of the following on the Valuation Date:
(a) net asset value per share or (b) 95% of the market price per share. If the
market price per share on the Valuation Date is less than the net asset value
per share, the Fund will issue new shares to the shareholder at the market price
per share on the Valuation Date. In either case, for federal income tax purposes
the shareholder will be deemed to receive a distribution equal to the market
value on the Valuation Date of the new shares issued. If dividends or capital
gains distributions are payable only in cash, then the shareholder will receive
shares purchased on the New York Stock Exchange or otherwise on the open market.
In this event, for federal income tax purposes the amount of the distribution
will equal the cash distribution paid. State and local taxes may also apply. All
reinvestments are in full and fractional shares, carried to three decimal
places.

   Shareholders participating in the Plan can also purchase additional shares
quarterly in any amount from $100 to $3,000 (a "Voluntary Cash Investment") by
sending in a check together with the cash remittance slip which will be sent
with each statement of the shareholder's account. Such additional shares will be
purchased on the open market by the Plan Agent. The purchase price of shares
purchased on the open market, whether pursuant to a reinvestment of dividends
payable only in cash or a Voluntary Cash Investment, will be the average price
(including brokerage commissions) of all shares purchased by the Plan Agent on
the date such purchases are effected. In addition, shareholders may be charged a
service fee in an amount up to 5% of the value of the Voluntary Cash Investment.
Although subject to change, shareholders are currently charged a minimum of $1
and maximum of $3, for each Voluntary Cash Investment.

   Shareholders may terminate their participation in the Plan at any time and
elect to receive dividends and other distributions in cash by notifying the Plan
Agent in writing. Such notification must be received not less than 10 days prior
to the record date of any distribution. There is no charge or other penalty for
such termination. The Plan may be terminated by the Fund or the Plan Agent upon
written notice mailed to the shareholders at least 30 days prior to the record
date of any distribution. Upon termination, the Fund will issue certificates for
all full shares held under the Plan and cash for any fractional share.

   Alternatively, shareholders may request the Plan Agent to sell any full
shares and remit the proceeds, less a 5% service fee up to $5 and less brokerage
commissions. The sale of shares (including fractional shares) will be a taxable

                                       22
<PAGE>

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN (continued)

event for federal income tax purposes and may be taxable for state and local tax
purposes.

   The Plan may be amended by the Fund or the Plan Agent at any time. Except
when required by law, written notice of any amendment will be mailed to
shareholders at least 30 days prior to its effective date. The amendment will be
deemed accepted unless written notice of termination is received prior to the
effective date.

   An investor holding shares in its own name can participate directly in the
Plan. An investor holding shares in the name of a brokerage firm, bank or other
nominee should contact that nominee, or any successor nominee, to determine
whether the nominee can participate in the Plan on the investor's behalf and to
make any necessary arrangements for such participation.

   Additional information, including a copy of the Plan and its Terms and
Conditions and an enrollment form, can be obtained from the Plan Agent by
writing State Street Bank and Trust Company, P.O. Box 8209, Boston, MA
02266-8209, or by calling (800) 426-5523.

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