MONTGOMERY STREET INCOME SECURITIES INC
N-30D, 1997-03-07
Previous: MERRILL LYNCH & CO INC, 424B3, 1997-03-07
Next: THIOKOL CORP /DE/, S-8, 1997-03-07




    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
                EDWARD J. O'CONNELL
                  Vice President and
                  Assistant Treasurer
                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 8209
                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



MONTGOMERY STREET INCOME SECURITIES

ANNUAL REPORT
DECEMBER 31, 1996





SCUDDER



Investment Adviser

<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  based on net asset  value  (NAV) of 4.15% for the  quarter  ended
December 31, 1996. The NAV per share at year end was $19.54,  a slight  increase
from  $19.53  at the end of  September  as a result of a  moderate  rise in bond
prices,  offset by dividend payments of $0.34 per share in October and $0.37 per
share in  December.  The total  return of the Fund for the  fourth  quarter  was
higher than that of the unmanaged Lehman Brothers Aggregate Bond Index, an index
we use for  comparative  purposes,  which had a total  return of 3.00%.  For the
entire year,  the Fund's total  return of 6.08% also  compares  favorably to the
Lehman Brothers  Aggregate Bond Index total return of 3.63%. The market price of
the Fund's shares,  which trade on the New York Stock  Exchange,  was $17.375 on
December 31, 1996 compared to $17.25 at the beginning of the quarter, reflecting
a  decrease  in the  discount  of the  market  value to the NAV to 11.1%.  As of
January 31, 1997 the discount has further narrowed to 9.0%.

On December 6, 1996 the Board of Directors  declared a $0.37 per share  dividend
payable on December 31, 1996 to shareholders of record on December 17, 1996. The
amount of this  dividend is $0.03  higher than the previous  two  dividends  and
represents the distribution of excess accumulation at year end.

Economic Conditions

During  1996  the  Federal  Reserve  Board  made  only  one  target  funds  rate
adjustment,  and that was on January 31, a quarter point reduction.  The cut was
made in an effort to jump-start  the economy and avoid a recession.  Greenspan's
February  comments  depicting  strong  economic trends and the stunning surge in
February employment payrolls, reported in early March, changed the perception of
the economic picture entirely.  The Fed took on a bias toward a more restrictive
policy in its July meeting and has maintained that bias through the beginning of
1997.  Fed  members  remain  concerned  about a  possible  uptick in  inflation,
focusing on the labor markets, which appear to have little slack. Wage increases
have been a  continued  concern  but have yet to flow  through  to  bottom  line
inflation.  CPI for 1996 came in at 3.3%,  including food and energy,  and 2.6%,
excluding these more volatile commodities.

The fourth quarter saw a resumption of moderate economic growth, from the slower
growth seen during the third quarter. It appears that the slowing economic trend
we  questioned  in our  previous  letter has not taken hold.  Investors  are now
concerned about accelerating economic growth,  although in our view any domestic
strength  will be tempered  by the  doldrums  overseas.  We  reiterate  that the
economic expansion is mature by any measure, with the consumer overextended, but
it will  probably  take a crack in the stock market  euphoria to alter  investor
perceptions.  As the  dollar  has  advanced  vs.  the yen and  deutschmark,  the
expectations  of continued  strong foreign  central bank purchases of Treasuries
are fading.  Although it remains unlikely that the foreign central banks will be
net sellers of Treasuries  soon,  many feel that the dollar run has gone on long
enough.

Market Conditions

The rally  following  the third  quarter  economic  respite  carried  on through
November,  but more recent evidence of economic  strength caused bonds to finish
the year on a weaker note. With the exception of the negative return  registered
in 1994, 1996 ended up being the worst year for the U.S. bond market since 1987.

                                       2
<PAGE>

For the year, broad bond indices underperformed cash investments and were hardly
visible when compared to larger  company  equity  returns.  The bulk of the bond
market  pain was felt in the  first  half of the year,  as  market  participants
adjusted  from  expectations  of a weakening  global  economy  and easy  Federal
Reserve posture to a more positive  economic  picture and  restrictive  Fed. The
latter half of the year saved the bond  market  from a repeat of 1994.  Interest
rates were unchanged over the third  quarter,  and declined 26 basis points,  on
average,  over the fourth quarter.  A substantial  slowing of the economy during
the third quarter,  along with  expectations for growth continuing at a moderate
pace into 1997 and subdued price inflation  readings,  brought about the partial
reversal of the first half-year bludgeoning.

The fourth quarter was not all pleasure for bond market participants though. The
first  half of  December  saw rates  rise  almost 40 basis  points as the market
wobbled to the twin punches of Fed Chairman Greenspan's  "irrational exuberance"
comment during a dinner  speech,  referring to rising equity  valuations,  and a
Wall  Street   Journal   article   questioning   future   substantive   Japanese
participation in U.S. Treasury auctions.

The low yield on the long bond for the year was 5.92%,  registered on the year's
first  trading day, and the high was reached twice around the start of summer at
7.16%. The long bond ended the year with a yield of 6.64% (see table below).  In
yield terms,  the most volatile  maturity range for Treasuries over the year was
in the three to five year area.  Peak-to-trough  yields  covered  over 170 basis
points in this maturity range.

<TABLE>
<CAPTION>
                         U.S. Treasury Interest Rates

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

                           Yields                   4th Quarter 1996                     1996
                           ------                   ----------------                     ----
                                                                 Total                          Total
                  9/30/96        12/31/96          Yield        Return           Yield          Return
 Maturity             %              %             Change          %             Change           %                             
- -----------------------------------------------------------------------------------------------------------
<S>                 <C>             <C>             <C>          <C>              <C>            <C>

3 months           5.03            5.19             .16          1.30             .11            5.31

1 year             5.68            5.49            -.19          1.62             .36            5.50

2 years            6.09            5.87            -.22          2.05             .72            4.50

5 years            6.45            6.21            -.24          2.72             .83            2.83

10 years           6.70            6.42            -.28          3.69             .85            0.34

30 years           6.92            6.64            -.28          5.35             .69           -2.26


       Yield Spreads (in basis points)

1 to 30 years      124             115              -9                            33

10 to 30 years      22              22               0                           -16
- -----------------------------------------------------------------------------------------------------------
</TABLE>

                                       3
<PAGE>


After posting the best return among G-7 country bonds in 1995,  when measured in
local  currency,  the benchmark  U.S.  Treasury  return ranked last in 1996 (see
table  below).  When  measured  in dollars,  the U.S.  benchmark  fared  better,
outperforming the Japanese and German benchmark bonds.

                Ten-Year Government Bond Returns (local currency)
                                   and Yields
    ----------------------------------------------------------------------

                     4th Quarter 1996        1996               1996
      Country         Total Return       Total Return      Year End Yield      
    ----------------------------------------------------------------------
    
      Italy                10.3%            31.2%               7.55%

      France                4.2             13.5                5.74

      Canada                7.6             12.4                6.39

      Germany               3.6              7.8                5.78

      UK                    3.1              7.2                7.51

      Japan                 2.1              7.1                2.75

      US                    3.7              0.3                6.42
    ----------------------------------------------------------------------


At present,  the U.S. market seems  attractive on a yield basis when compared to
many  foreign  markets,  especially  as the dollar has shown good  strength  and
resiliency.

The Portfolio

Fourth  quarter  activity in the Fund's  portfolio  centered  on relative  value
within the Corporate market. Trades extended the maturity of the portfolio as we
sought the better values along the yield curve.  The Fund's  duration  increased
outward from 5.6 years to nearly 6.0 years, while its average maturity increased
to 14.6 years from 14.1 years. Cash was reduced from 2.8% in September to nearly
0% at year end.  Because the yield curve improved by about 25 basis points,  the
extension to longer Corporates enhanced portfolio value for the quarter.

As in the previous  quarter,  the positive  performance of the portfolio was due
primarily to company selection within the Corporate  sector,  including a number
of the below  investment  grade  holdings.  The  graph  below  shows the  sector
weightings at the end of the quarter.  Our corporate bond position  increased to
66.1%  of  the   portfolio,   including  the  preferred   issues.   British  Sky
Broadcasting,  ERP Operating LP (REIT),  Celestica,  Cole National,  Newport New
Shipbuilding,  AK Steel, US Bancorp,  Rogers Cantel,  Walden Residential (REIT),
and BankUnited were new names in the portfolio at quarter end, while Continental
Cable, PT Alatief (Freeport McMoran),  Loral, and Seagram were sold. Continental
Cable was an especially successful holding, in that it was bought out by US West
in November  1996,  causing a large  upgrade in quality.  PT Alatief was another
bond that had done its job. Originally  purchased in April of 1994 at +300 basis
points above Treasuries when below  investment  grade, it was sold at +104 basis
points above  Treasuries,  providing a return of 15.6% above  Treasuries for the
holding period (37.8% vs. 22.2%).  Both Loral and Seagram had also  outperformed
like maturity government bonds.

                                       4
<PAGE>
THE PRINTED DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART TITLE:

                      Percent of Portfolio as of 12/31/96

BAR CHART DATA:
        -----------------------------------------------------
        Cash                                          0%
        -----------------------------------------------------
        Treasury and Agency (Gov't)                 5.9
        -----------------------------------------------------
        Mortgage                                   23.2
        -----------------------------------------------------
        Asset-Backed                                4.0
        -----------------------------------------------------
        Industrial                                 35.2
        -----------------------------------------------------
        Communications & Cable                      7.0
        -----------------------------------------------------
        Utility                                     1.2
        -----------------------------------------------------
        Finance                                    22.7
        -----------------------------------------------------
        Foreign                                     0.8
        -----------------------------------------------------

The mortgage  component of the portfolio  increased slightly to 23.2% from 21.4%
over the quarter, as we traded down in coupon.  During the quarter we traded our
previous  mortgage  holdings  into the 7.5% coupon  area,  buying a mix of GNMA,
FNMA, and FHLMC, 30-year pass-throughs.  This step was taken to avoid prepayment
risk and to  improve  the  upside  potential  of the  mortgage  holdings  in the
portfolio.

THE PRINTED DOCUMENT CONTAINS A PIE CHART HERE

CHART DATA:

              Quality                                                    
             ----------------------------------------------
              Cash                                     6%
             ----------------------------------------------
              Government                              23%
             ----------------------------------------------
              AA                                       5%
             ----------------------------------------------
              A                                       11%
             ----------------------------------------------
              BBB                                     31%
             ----------------------------------------------
              BB                                      16%
             ----------------------------------------------
              B                                        8%
             ----------------------------------------------
                                                     100%
                                                     ----
                                                     ----
           
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 26.9% of its  assets in these  categories,  up  slightly  from 26.3%  three
months  before.  23.5% of the portfolio was below  investment  grade in terms of
credit rating. The largest below investment grade position remained Borden Inc.,
a dairy and packaging  company,  at 2.0% of the total.  Average  quality for the
overall  portfolio was 'A-',  with the quality  breakdown shown in the pie graph
above.

After enjoying a period of sustained recovery from the woes of two years ago, we
sold our 3.5% commitment in U.S. dollar denominated Mexican Corporates.  We felt
that  the  risks  entailed  in a  declining  peso  made  these  emerging  market
Corporates too risky when compared to their  remaining  upside  potential.  Also
reduced was the Fund's only foreign currency exposure,  the Canadian  Government
long  bonds,  where  we sold  over  half of our  position,  leaving  just a 0.8%
commitment.  These Canadian bonds were a star performer in the portfolio  during
1996.

                                       5
<PAGE>


We also sold our remaining  structured note holding,  the Student Loan Marketing
Association  (SLMA) note whose coupon depended inversely on German 5-year rates.
This note was structured to have a minimum coupon of 4%. The coupon was reset to
4.84% and the note's price moved up close to par.  Having reached our objective,
we sold.

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 16 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 five years.  Mark has nine years'
experience in investment  management  and focuses on the mortgage  sector of the
portfolio.  Kristin Bradbury,  C.F.A., is responsible for quantitative  analysis
and  trading  for the  portfolio.  Kristin  has 11 years of  investment  related
experience.

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.

Thank You For Being A Shareholder

In summary,  1996 was a year of rising yields and slightly  declining  prices in
the bond market,  in general,  which  produced a below average bond market year.
The Fund  fared  slightly  better  than its  benchmark,  turning  in a  credible
performance  and  providing a dividend of $1.40 per share to  shareholders,  the
same  amount  as the  prior  year.  As we  enter a year  of  slower  growth  and
anticipated lower inflation,  we are relatively optimistic about the outlook for
fixed income securities.  We have appreciated having you as a shareholder during
this period and we look forward to working with you again 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 7, 1997


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>

<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS
December 31, 1996

                                                                      Principal    Market
                                                                      Amount($)*   Value($)
- -------------------------------------------------------------------------------------------
<S>                                                                     <C>          <C>    
INTERMEDIATE-TERM BONDS - 20.0%
(1 - 8 years)

U.S. TREASURY AND AGENCY -- 5.8%
      U.S. Treasury Note, 8.875%, 2/15/99 .........................   8,000,000   8,463,760
      U.S. Treasury Note, 9.125%, 5/15/99 .........................   2,900,000   3,098,911
                                                                                 ----------
                                                                                 11,562,671
                                                                                 ----------
CONSUMER DISCRETIONARY -- 1.6%
  Department and Chain Stores
      Federated Department Stores, Inc., senior note, 10%, 2/15/01    2,000,000   2,181,000
      Federated Department Stores, Inc., 8.5%, 6/15/03 ............   1,000,000   1,042,500
                                                                                 ----------
                                                                                  3,223,500
                                                                                 ----------
FINANCIAL -- 7.1%
  Banks -- 4.5%
      Conti Financial Corp., senior note, 8.375%, 8/15/03 .........   1,950,000   2,008,500
      First Nationwide Corp., 10.625%, 10/1/03 ....................   1,250,000   1,350,000
      Continental Bank, subordinated note, 12.5%, 4/1/01 ..........   3,000,000   3,632,700
      First USA Bank, global subordinated note, 7.65%, 8/1/03 .....   2,000,000   1,999,120
                                                                                 ----------
                                                                                  8,990,320
                                                                                 ----------
  Other Financial Companies -- 2.6%
      Olympic Financial Ltd., subordinated note, 13%, 5/1/00 ......   2,000,000   2,180,000
      Taubman Realty Group LP, medium-term note, 7.5%, 6/15/02 ....   3,000,000   3,026,250
                                                                                 ----------
                                                                                  5,206,250
                                                                                 ----------
SERVICE INDUSTRIES -- 1.1%
  Service Industries
      ADT Operations, senior subordinated note, 9.25%, 8/1/03 .....   2,000,000   2,145,000
                                                                                 ----------
MEDIA -- 2.6%
  Cable Television
      Rogers Cablesystems Ltd., senior secured note, 9.63%, 8/1/02    3,000,000   3,127,500
      Tele-Communications Inc., 8.25%, 1/15/03 ....................   2,000,000   2,019,660
                                                                                 ----------
                                                                                  5,147,160
                                                                                 ----------
ENERGY -- 1.8%
  Oil & Gas Production
      Forest Oil Corp., subordinated note, 11.25%, 9/1/03 .........     300,000     316,500
      Louis Dreyfus Natural Gas Corp., senior note,  9.25%, 6/15/04   3,000,000   3,210,300
                                                                                 ----------
                                                                                  3,526,800
                                                                                 ----------
      TOTAL INTERMEDIATE-TERM BONDS (Cost $38,554,969) ............              39,801,701
                                                                                 ==========
</TABLE>

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


                                        8

<PAGE>

<TABLE>
<CAPTION>
                                                                                      Principal       Market
                                                                                     Amount ($)*     Value ($)
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>             <C>       
LONG-TERM BONDS -- 75.5%
(over 8 years)
U.S. TREASURY & AGENCY -- 22.8%
        Federal Home Loan Mortgage Corp., 7.5%, with various maturities to 
        12/1/26 ...............................................................      15,150,000      15,164,090 
        Federal National Mortgage Association,
        pass-thru certificate, 7.5%, with various
          maturities to 11/1/26 ...............................................      20,199,996      20,187,270
        Government National Mortgage Association, pass-thru 
          certificate, 7.5%, 8/15/26 ..........................................       9,900,010       9,903,079
                                                                                                    -----------
                                                                                                     45,254,439
                                                                                                    -----------
FOREIGN GOVERNMENT -- 0.8%
        Government of Canada, 8%, 6/1/23 ......................................   CAD 2,000,000       1,623,042
                                                                                                    -----------
METALS & MINERALS -- 0.8%
  Steel & Metals
        AK Steel Holding Corp., 9.125%, 12/15/06 ..............................       1,500,000       1,541,250
                                                                                                    -----------
CONSTRUCTION -- 1.1%
  Building Materials
        USG Corp., senior note, 8.5%, 8/1/05 ..................................       2,000,000       2,090,000
                                                                                                    -----------
CONSUMER DISCRETIONARY -- 1.8%
  Hotels & Casinos -- 1.0%
        Marriott Corp., debenture, 9.38%, 6/15/07 .............................       2,000,000       1,985,500
                                                                                                    -----------
  Specialty Retail -- 0.8%
        Cole National Group, 9.875%, 12/31/06 .................................       1,500,000       1,545,000
                                                                                                    -----------
CONSUMER STAPLES -- 3.8%
  Food & Beverage
        Borden Inc., debenture, 9.2%, 3/15/21 .................................       4,000,000       3,963,400
        Coca Cola Co., Inc., debenture, 7.38%, 7/29/2093 ......................       3,500,000       3,563,385
                                                                                                    -----------
                                                                                                      7,526,785
                                                                                                    -----------
COMMUNICATIONS -- 2.6%
  Cellular Telephone
        Rogers Cantel Mobile Communications Inc., 9.375%, 6/1/08 ..............       1,000,000       1,050,000
        Teleport Communications Group Inc., senior note, 9.875%, 7/1/06 .......       2,000,000       2,135,000
        360 Communications Co., 7.5%, 3/1/06 ..................................       2,000,000       1,983,820
                                                                                                    -----------
                                                                                                      5,168,820
                                                                                                    -----------
FINANCIAL -- 16.1%
  Banks -- 7.2%
        ABN-AMRO Bank NV, subordinated note, 7.13%, 10/15/2093 ................       5,000,000       4,702,250
        Bank United Financial Corp., 10.25%, 12/31/26 .........................       1,500,000       1,503,750
        Royal Bank of Scotland, 7.375%, 4/29/49 ...............................       3,000,000       3,002,670
</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>       
        U.S. Bancorp, 8.27%, 12/15/26 .........................................       5,000,000       5,120,000
                                                                                                    -----------
                                                                                                     14,328,670
                                                                                                    -----------
  Other Financial Companies -- 8.9%
        Commercial Credit Corp., debenture, 10%, 5/15/09 ......................       3,000,000       3,673,230
        ERP Operating L.P. Note, 7.57%, 8/15/26 ...............................       3,000,000       3,060,660
        Greentree Financial Corp., asset-backed, senior subordinated 
          pass-thru certificate, Series 1993-4 B1, 7.2%, 1/15/19 ..............       8,000,000       7,893,750
        Meditrust SBI, 7.82%, 9/10/26 .........................................       3,000,000       3,108,510
                                                                                                    -----------
                                                                                                     17,736,150
                                                                                                    -----------
MEDIA -- 6.4%
  Broadcasting & Entertainment -- 4.2%
        News America Holdings Inc., 10.125%, 10/15/12 .........................       2,000,000       2,293,620
        Paramount Communications, Inc., senior debenture, 7.5%, 7/15/23 .......       2,000,000       1,708,880
        Time Warner Inc., debenture, 9.125%, 1/15/13 ..........................       4,000,000       4,366,800
                                                                                                    -----------
                                                                                                      8,369,300
                                                                                                    -----------
  Cable Television -- 2.2%
        British Sky Broadcasting Co., 7.3%, 10/15/06 ..........................       1,600,000       1,608,416
        Tele-Communications Inc., 7.875%, 2/15/26 .............................       3,000,000       2,683,380
                                                                                                    -----------
                                                                                                      4,291,796
                                                                                                    -----------
DURABLES -- 2.6%
  Aerospace -- 1.6%
        Lockheed Martin Corp., 7.2%, 5/1/36 ...................................       3,000,000       3,104,760
                                                                                                    -----------
  Miscellaneous -- 1.0%
        Newport News Shipbuilding Co. senior note, 9.25%, 12/1/06 .............       1,850,000       1,896,250
                                                                                                    -----------
ENERGY -- 11.2%
  Chemicals -- 1.5%
        Lyondell Petrochemical Co., note, 7.55%, 2/15/26 ......................       3,000,000       2,898,030
                                                                                                    -----------
  Oil & Gas Production -- 7.8%
        Coastal Corp., debenture, 9.625%, 5/15/12 .............................       3,000,000       3,577,230
        Lasmo U.S.A. Inc., note, 8.375%, 6/1/23 ...............................       3,000,000       3,071,340
        Nuevo Energy Co., senior subordinated note, 9.5%, 4/15/06 .............       2,000,000       2,125,000
        Saga Petroleum A.S., note, 9.125%, 7/15/14 ............................       3,000,000       3,333,960
        Unocal Corp., debenture, 9.4%, 2/15/11 ................................       3,000,000       3,494,490
                                                                                                    -----------
                                                                                                     15,602,020
                                                                                                    -----------
  Oil Companies -- 1.9%
        Atlantic Richfield, medium-term note, 9.88%, 3/1/16 ...................       3,000,000       3,755,640
                                                                                                    -----------
MANUFACTURING -- 3.4%
  Diversified Manufacturing -- 2.3%
        Borden Chemicals and Plastics L.P., note, 9.5%, 5/1/05 ................       2,000,000       2,040,000
        Tenneco Inc., debenture, 10.2%, 3/15/08 ...............................       2,000,000       2,468,400
                                                                                                    -----------
                                                                                                      4,508,400
                                                                                                    -----------
</TABLE>

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


                                       10
<PAGE>

<TABLE>
<CAPTION>
                                                                                      Principal       Market
                                                                                     Amount ($)*     Value ($)
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>             <C>       
  Industrial Specialty -- 1.1%
        Celestica International Inc., 10.5%, 12/31/06 .........................       1,500,000       1,575,000
        Pierce Leahy Corp., senior subordinated note, 11.125%, 7/15/06                  500,000         546,250
                                                                                                    -----------
                                                                                                      2,121,250
                                                                                                    -----------
TRANSPORTATION -- 0.9%
  Airlines
        American Airlines, Inc., medium-term note, 10.45%, 3/10/11 ............       1,500,000       1,813,440
                                                                                                    -----------
UTILITIES -- 1.2%
  Natural Gas Distributors
        ANR Pipeline, debenture, 9.625%, 11/1/21 ..............................       2,000,000       2,424,320
                                                                                                    -----------

        TOTAL LONG-TERM BONDS (Cost $147,976,867)                                                   149,584,862
                                                                                                    -----------
- ----------------------------------------------------------------------------------------------------------------
CONVERTIBLE BONDS -- 0.9%


FINANCIAL
  Real Estate
        Federal  Realty  Investment  Trust,  convertible  bond,  
          5.25%,  10/28/03  (Cost $1,630,625) .................................       2,000,000       1,825,000
                                                                                                    -----------
- ----------------------------------------------------------------------------------------------------------------
WARRANTS -- 0.0%


FINANCIAL
  Real Estate
        Walden Residential Properties, Inc. Warrants (expire 1/1/02) ..........          80,000          96,000
                                                                                                    -----------
- ----------------------------------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCKS -- 1.1%


FINANCIAL
  Real Estate
        United Dominion Realty Trust Inc., "A", 9.25% (Cost $2,000,000) .......          80,000       2,110,000
                                                                                                    -----------
- ----------------------------------------------------------------------------------------------------------------
PREFERRED STOCK -- 0.9%


FINANCIAL
  Real Estate
        Walden Residential Properties, Inc. (Cost $2,000,000) .................          80,000       1,910,000
                                                                                                    -----------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       11

<PAGE>

SCHEDULE OF INVESTMENTS (continued)

<TABLE>
<CAPTION>
                                                                                                       Market
                                                                                                      Value ($)
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                                                  <C>        
        TOTAL INVESTMENT PORTFOLIO -- 98.4% (Cost $192,162,461) (a) ...........                      195,327,563
        OTHER ASSETS AND LIABILITIES, NET -- 1.6% .............................                        3,138,259
                                                                                                     -----------
        NET ASSETS -- 100.0% ..................................................                      198,465,822
                                                                                                     ===========
</TABLE>

- ----------
 (a)     The cost for federal income tax purposes was $192,162,461. At December
         31, 1996, net unrealized appreciation for all securities based on tax
         cost was $3,165,102. This consisted of aggregate gross unrealized
         appreciation for all securities in which there was an excess of market
         value over tax cost of $4,660,620 and aggregate gross unrealized
         depreciation for all securities in which there was an excess of tax
         cost over market value of $1,495,518.

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

         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, 1996

<TABLE>
<CAPTION>

<S>                                                                             <C>            <C>          
ASSETS
   Investments, at market (identified cost $192,162,461)
      (Note A) .........................................................                       $  195,327,563
   Cash ................................................................                                9,568
   Receivables:
         Interest and dividends receivable .............................                            3,331,768
                                                                                               --------------
                                                            Total Assets                          198,668,899

LIABILITIES
   Accrued management fee (Note B) .....................................       $    80,558
   Other accrued expenses ..............................................           122,519
                                                                               -----------
                                                       Total Liabilities                              203,077
                                                                                               --------------
      NET ASSETS, at market value ......................................                       $  198,465,822
                                                                                               ==============

NET ASSETS Net assets consist of:
      Undistributed net investment income ..............................                       $       64,006
      Net unrealized appreciation (depreciation) on:
         Investments ...................................................                            3,165,102
         Foreign currency related transactions .........................                                  (52)
      Accumulated net realized loss ....................................                           (3,371,701)
      Paid-in capital ..................................................                          198,608,467
                                                                                               --------------
      NET ASSETS, at market value ......................................                       $  198,465,822
                                                                                               ==============

Net Asset Value Per Share ($198,465,822 / 10,158,937 shares of common stock
   outstanding, $.001 par value, 30,000,000
   shares authorized) ..................................................                               $19.54
                                                                                                       ======
</TABLE>

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


                                       13
<PAGE>

STATEMENT OF OPERATIONS
Year Ended December 31, 1996

<TABLE>
<CAPTION>

<S>                                                                             <C>             <C>          
INVESTMENT INCOME
   Income:
      Interest ..........................................................                       $  15,155,803
      Dividends .........................................................                             292,813
                                                                                                -------------
                                                                                                   15,448,616

   Expenses:
      Management and investment advisory fee (Note B) ...................       $  959,376
      Directors' fees and expenses (Note B) .............................           79,001
      Transfer agent and dividend disbursing agent fees .................          110,388
      Reports to shareholders ...........................................           93,315
      Reincorporation ...................................................           70,000
      Auditing ..........................................................           58,782
      State franchise tax ...............................................           26,668
      Legal .............................................................           21,509
      Custodian fees ....................................................           19,259
      Other .............................................................           69,523          1,507,821
                                                                               -----------      -------------
                                                    Net Investment Income                          13,940,795
                                                                                                -------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 
   Net realized gain from:  
      Investments .......................................................                           2,327,877
      Foreign currency related transactions .............................                               2,324
                                                                                                -------------
                                                                                                    2,330,201
                                                                                                -------------
   Net unrealized depreciation during the period on:
      Investments .......................................................                          (6,065,251)
      Foreign currency related transactions .............................                                 (52)
                                                                                                -------------
                                                                                                   (6,065,303)
                                                                                                -------------
   Net loss on investments ..............................................                          (3,735,102)
                                                                                                -------------
NET INCREASE IN NET ASSETS RESULTING FROM
   OPERATIONS ...........................................................                       $  10,205,693
                                                                                                =============
</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,
                                                                           -------------------------------

INCREASE (DECREASE) IN NET ASSETS                                              1996               1995
                                                                           ------------       ------------
<S>                                                                        <C>                <C>         
Operations:
Net investment income ................................................     $ 13,940,795       $ 14,339,953
Net realized gain from investment transactions .......................        2,330,201             20,961
Net unrealized appreciation (depreciation) on investment and
   foreign currency related transactions during the period ...........      (6,065,303)         22,105,681
                                                                           ------------       ------------
Net increase in net assets resulting from operations .................       10,205,693         36,466,595
                                                                           ------------       ------------
Dividends to shareholders from net investment income .................      (14,163,424)       (14,069,861)
                                                                           ------------       ------------
Fund share transactions:
   Reinvestment of dividends from net investment income ..............        1,176,267          1,168,280
                                                                           ------------       ------------
Increase (decrease) in net assets ....................................      (2,781,464)         23,565,014
Net assets at beginning of period ....................................      201,247,286        177,682,272
                                                                           ------------       ------------
Net assets at end of period (accumulated undistributed net
   investment income of $64,006 and $206,477,
   respectively) .....................................................     $198,465,822       $201,247,286
                                                                           ============       ============

Other Information
Increase in Fund shares
Shares outstanding at beginning of period ............................       10,091,241         10,024,589
Shares issued to shareholders in reinvestment of dividends
   from net investment income ........................................           67,696             66,652
                                                                           ------------       ------------
Shares outstanding at end of period ..................................       10,158,937         10,091,241
                                                                           ============       ============
</TABLE>

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


                                       15

<PAGE>

FINANCIAL HIGHLIGHTS

The following table includes selected data (a) 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,
                                                        ----------------------------------------------------
                                                         1996       1995        1994        1993       1992
                                                        ----------------------------------------------------
<S>                                                     <C>        <C>         <C>         <C>        <C>   
Net asset value, beginning of period ...............    $19.94     $17.72      $20.13      $19.30     $19.17
                                                        ------     ------      ------      ------     ------
Income from investment operations:
  Income ...........................................      1.53       1.57        1.51        1.68       1.84
  Operating expenses ...............................      (.15)      (.14)       (.14)       (.15)      (.15)
                                                        ------     ------      ------      ------     ------
  Net investment income ............................      1.38       1.43        1.37        1.53       1.69
  Net realized and unrealized
   gain (loss) .....................................      (.38)      2.19       (2.42)        .84        .47
                                                        ------     ------      ------      ------     ------
Total from investment operations ...................      1.00       3.62       (1.05)       2.37       2.16
                                                        ------     ------      ------      ------     ------
Dilution resulting from the rights offering ........       --         --         --           --        (.36)
Less distributions:
  From net investment income .......................     (1.40)     (1.40)      (1.36)      (1.54)     (1.67)
                                                        ------     ------      ------      ------     ------
Net asset value, end of period .....................    $19.54     $19.94      $17.72      $20.13     $19.30
                                                        ======     ======      ======      ======     ======
Per share market value, end of period ..............    $17.38     $18.00      $15.75      $19.75     $20.88
                                                        ======     ======      ======      ======     ======
Price range on New York Stock Exchange for 
  each share of Common Stock outstanding 
  during the period (Unaudited):
  High .............................................    $19.50     $19.13      $20.25      $22.38     $21.00
  Low ..............................................    $16.75     $15.75      $15.25      $19.25     $19.00
Total Investment Return
  Per share market value (%) .......................      4.54      23.69      (13.54)       2.02      17.98
  Per share net asset value (%) (b) ................      6.08      21.78       (4.51)      12.47      11.67
Ratios and Supplemental Data
Net assets, end of period ($ millions) .............       198        201         178         200        191
Ratio of operating expenses to
  average net assets (%) ...........................       .76        .73         .71         .73        .75
Ratio of net investment income to
  average net assets (%) ...........................      7.07       7.45        7.28        7.53       8.69
Portfolio turnover rate (%) ........................      92.1       76.4       137.0       122.8      137.6
</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, 1996

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. The Fund's
financial statements are prepared in accordance with generally accepted
accounting principles which require the use of management estimates. On July 11,
1996, the shareholders approved the Fund's change of domicile (the
"Reincorporation") from Delaware to Maryland. The Reincorportation became
effective on July 23, 1996 and was done to reduce franchise fees paid by the
Fund.

     Significant accounting policies are summarized as follows:

     Valuation of Investments-Portfolio debt securities with remaining
     maturities greater than sixty days upon purchase 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 upon purchase 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.


                                       17
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)

     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, 1996, the Fund had a net tax basis capital loss
     carryforward of approximately $3,372,000, which may be applied against any
     realized net taxable capital gains of each succeeding year until fully
     utilized or until December 31, 2002 ($1,124,000) and December 31, 2003
     ($2,248,000), the respective
     expiration dates, whichever occurs first.

     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 and foreign denominated 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, 1996, the fee pursuant to the Agreement amounted to $959,376.

None of the Directors are affiliated with the Adviser. For the year ended
December 31, 1996, Directors' fees and expenses aggregated $79,001.


                                       18
<PAGE>

Note C--PURCHASES AND SALES OF INVESTMENTS. For the year ended December 31,
1996, purchases and sales of investment securities other than direct U.S.
government obligations and short-term investments aggregated $177,379,870 and
$174,178,641, respectively. Purchases of direct U.S. government obligations
aggregated $535,703.


                                       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, 1996, 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 and financial highlights. Our procedures
     included confirmation of securities owned as of December 31, 1996, 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, 1996, 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.


                                                 /s/ Ernst & Young LLP
     Boston, Massachusetts
     January 20, 1997


                                       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, 6.02% 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.  Although subject to change,  shareholders
are currently charged $1 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 $2.50  service  fee 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.

                                       23


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission