MONTGOMERY STREET INCOME SECURITIES INC
N-30D, 1997-09-04
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          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 Company
              AGENT   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 & Rabkin
                      Three Embarcadero Center
                      Seventh Floor
                      San Francisco, CA 94111

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



                                 --------------
                                   MONTGOMERY
                                 --------------




                          MONTGOMERY
                          STREET
                          INCOME
                          SECURITIES

                          ---
                           2
                          ---

                          Semiannual Report
                          June 30, 1997

                          SCUDDER               (logo)

                          Investment Adviser


<PAGE>

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

Dear Shareholder:

The investments of Montgomery Street Income Securities, Inc. (the Fund) produced
a total  return  based on net asset value  (NAV) for the quarter  ended June 30,
1997 of  4.55%.  This  reflects  an  improvement  in bond  prices  and the $0.35
dividend paid in April. The total return of the Fund compared favorably with the
unmanaged Lehman Brothers  Aggregate Bond Index, an index we use for comparative
purposes,  which  had a total  return  of  3.67%.  The June 30 NAV per share was
$20.00,  a nice  increase from the $19.51 at the end of the first  quarter.  The
market price of the Fund's shares,  which trade on the New York Stock  Exchange,
was $17.9375 on June 30, which compared with $17.75 on March 31, 1997.

On July 10,  1997,  the Board of Directors  declared a $0.36 per share  dividend
payable on July 31, 1997 to shareholders of record on July 21, 1997.

The Market and Economic Conditions

The strength of domestic markets, both stock and bond, during the second quarter
was a bit of a surprise. Late in March, the Federal Reserve,  responding to news
of strong economic growth and low  unemployment,  raised the Fed Funds rate from
5.25% to 5.50%.  Initially,  both markets reacted quite negatively,  with stocks
quickly  retreating by close to 10% and bonds breaking  through the important 7%
threshold for long  maturities.  In the bond market,  lower quality  issues also
came under severe  pressure.  However,  the  weakness  did not last long,  and a
dramatic  recovery  began in mid-April and continued to  quarter-end.  The table
below shows a comparison of market levels from the time of the Fed tightening on
March 24 until the end of June:

<TABLE>
<CAPTION>
     -----------------------------------------------------------------------------------------------------------
                                               Yields                                  3/24/97 to 6/30/97
                                               ------                                  ------------------
        Maturity        3/24/97        3/31/97        4/11/97        6/30/97          Yield          Total
                                                                                     Change          Return
     -----------------------------------------------------------------------------------------------------------
     <C>                <C>             <C>             <C>           <C>              <C>           <C>  
     1 Year             5.81%           6.00%           6.01%         5.65%           -0.16%          1.81%
     2 Years            6.24            6.41            6.52          6.06            -0.18           2.07
     3 Years            6.41            6.56            6.68          6.21            -0.20           2.26
     5 Years            6.56            6.75            6.85          6.37            -0.19           2.47
     10 Years           6.70            6.91            6.98          6.49            -0.21           3.29
     30 Years           6.92            7.10            7.17          6.78            -0.14           3.64
     -----------------------------------------------------------------------------------------------------------
</TABLE>


Why did the markets shrug off the central bank's  message so easily?  Primarily,
the rapid first  quarter  growth in real GDP of 5.8% was seen as an  aberration.
The flow of economic data showed  moderation  prior to the close of the quarter,
and  subsequent  measures have  indicated  that second quarter growth might fall
below 2%.  Added to this was the fact that  inflation,  although  of  concern to
almost every  investor,  was nowhere to be seen.  The Producer Price Index (PPI)
actually  was down for the first half of the year,  and the CRB Index,  a widely
watched index of commodity prices, collapsed, as did gold.

                                       2
<PAGE>

The news from overseas was  interesting,  too.  Japanese  industrial  production
remained in the doldrums,  relieving  fears of an early rate hike by the Bank of
Japan.  (Anything that might keep Japanese savings at home is viewed as a threat
to market values in the rest of the world.) Then,  the elections in the U.K. and
France moved the European political balance decidedly to the left, at a critical
time in the European  Monetary  Union (EMU)  preparations.  It was a widely held
view that the new Euro currency unit would be a hard (DM-like) currency, but the
French election placed this in serious doubt.  Suddenly the higher yields in the
U.S. Treasury market,  coupled with the strong dollar, gained some real investor
appeal.  The table below shows a  comparison  of 5 and 10 year  government  bond
yields from selected countries as of June 30:

                                Yields on 6/30/97

         ------------------------------------------------------------
                Country              5-Year            10-Year
         ------------------------------------------------------------
           United Kingdom             7.05%              7.09%
           United States              6.37               6.49
           Italy                      6.24               6.86
           Canada                     5.81               6.34
           Sweden                     5.77               6.64
           Spain                      5.51               6.37
           Germany                    4.56               5.70
           France                     4.55               5.58
           Japan                      1.71               2.64
         ------------------------------------------------------------


The Portfolio

There were no fundamental  changes in portfolio strategy during the quarter.  As
the market  rallied,  the larger  than usual short term  position  that had been
built in  anticipation  of Federal  Reserve  action was  redeployed  into longer
maturities.  This increased portfolio duration from 5.6 years to almost 6 years.
(Duration is a measure of the  portfolio's  sensitivity  to interest  rates.  If
interest rates were to drop by 1% from present  levels,  the value of Montgomery
Street's  portfolio would advance by about 6%.  Alternatively,  if rates were to
increase  by 1%,  the  value of the  portfolio  would  decrease  by  about  6%.)
Portfolio  maturity  also  increased  from 14.3  years to 15.3 years as the cash
equivalents  were put to work. This  lengthening of duration and maturity helped
the  portfolio,  as the market  rallied  from  mid-April  through the end of the
quarter, and income was enhanced.

As has recently been the case,  the Fund's  outperformance  was due primarily to
specific  company  selection within the Corporate  sector.  The Corporate sector
also outperformed Treasuries for the quarter, although, for a change, high grade
issues did as well as lower quality  issues.  Before  expenses,  the  investment
grade portion of the portfolio  returned about 4.59%. The below investment grade
portion of the  portfolio  had a total return  before  expenses of 4.37% for the
quarter, having better income, but less maturity exposure in the strong market.


                                       3
<PAGE>

THE PRINTED DOCUMENT CONTAINS A PIE CHART HERE

     PIE CHART TITLE:
          
                   The Portfolio    

     PIE CHART DATA:
                   --------------------------------
                   Mortgage                   22.6%
                   Treasury                   10.9%
                   Cash                        1.1%
                   Yankee                      5.6%
                   International               0.8%
                   Finance                    16.0%
                   Utility                     9.4%
                   Industrial                 29.7%
                   Asset-Backed                3.9%
                   --------------------------------
                                               100%
                                               ====
 

The pie graph above shows the  portfolio's  sector  weightings at the end of the
half. Our Corporate bond position increased to 60.8% of the portfolio, including
the  preferred  issues.  Note that  "Yankees",  of which we hold 5.6%,  are U.S.
dollar  denominated  bonds issued by foreign  companies.  The  portfolio's  only
foreign currency exposure is in a long Canadian  Government bond, which makes up
0.8%  of  the  total  portfolio.   Belden  &  Blake,   ComCast   Cellular,   LCI
International,  NGC Corp., NRG Energy, Pride Petroleum,  and Profitts,  were new
additions to the Fund, while ADT, Atlantic Richfield,  Continental Bank, Federal
Realty  Investors,  First USA Bank,  Forest Oil, and Tenneco were sold.  Federal
Realty Investors,  a convertible issue, had done quite well,  outperforming like
duration  Treasuries by 3.95% over the 27 month holding  period.  First USA Bank
was another good  performer due to its being  purchased by the higher rated Banc
One.  ADT and  Continental  Bank  were  also  buyout  stories  that had  reached
fruition, in our judgment.

The Mortgage  component  of the  portfolio  remained  constant at 22.6% over the
quarter.  Technical conditions in the mortgage market continued to be attractive
for mortgage "rolls".  A mortgage roll is a transaction where mortgages are sold
for settlement on one date and simultaneously  purchased for a future settlement
date. At the Fund's option,  the future  purchase can be for a lower price or at
the same price with a corresponding  income amount for the  intervening  period.
When  conditions  are favorable,  this technique  augments the income we receive
from our mortgage  holdings.  As of the end of the  quarter,  a little less than
half of our mortgage  pass-through position had been rolled forward from June to
July. At its July 10 meeting, the Board of Directors increased the percentage of
the Fund's  total  assets the adviser  may commit to mortgage  rolls from 15% to
20%, or up to 30% with the approval of the Chairman of the Board.


                                       4
<PAGE>

THE PRINTED DOCUMENT CONTAINS A PIE CHART HERE

     PIE CHART TITLE: 

                   Quality    

     PIE CHART DATA:                     
                   --------------------------------
                   Cash                        1.7%
                   Government                 10.7%
                   Agency                     22.4%
                   AA                          4.9%
                   A                          10.4%
                   BBB                        28.7%
                   BB                         12.9%
                   B                           8.3%
                   --------------------------------
                                               100%
                                               ====


The Fund's  investment  policy  allows the  portfolio to hold up to 30% of total
assets in foreign denominated securities,  preferreds,  convertibles,  and below
investment grade debt securities.  As of quarter end, the Fund held 24.2% of its
assets in these  categories,  similar to the 24.9% held three months  prior.  In
terms of credit rating 22.3% of the portfolio was below  investment  grade.  The
largest  below  investment  grade  position  remained  Borden  Inc., a 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.

Annual Meeting Results

At the July 10, 1997 Annual Meeting,  the shareholders elected the six directors
which  appeared in your proxy  statement.  The selection of Ernst & Young LLP as
the Fund's independent auditors for the fiscal year ending December 31, 1997 was
ratified.  At a Board meeting held immediately prior to the Annual Meeting,  the
directors  removed the third  proposal to be considered at the Annual Meeting --
Approval  or  disapproval  of the  continuance  of the  current  Management  and
Investment  Advisory  Agreement  between the Fund and Scudder,  Stevens & Clark,
Inc.  This was done because  Scudder had just signed a  definitive  agreement to
enter into a  strategic  alliance  with the Zurich  Group.  This  alliance  will
include  the  formation  of a new  investment  management  entity,  to be called
Scudder Kemper Investments, Inc., as a subsidiary of the Zurich Group. The Board
has scheduled a meeting in late August to review the new organization and make a
recommendation  to the  shareholders  regarding a new  Management and Investment
Advisory  Agreement.  Another  meeting of  stockholders  is likely to be set for
October to vote on the Board's recommendation.

                                       5
<PAGE>


At the  Board  meeting  following  the  Annual  Meeting,  James C. Van Horne was
re-elected  Chairman of the Board.  Please see the table  entitled  "Shareholder
Meeting Results" on page 19 for more detailed  information  about the votes cast
at the Annual Meeting.

Thank you for being a shareholder.

Sincerely,     
/s/John T. Packard                                /s/Stephen A. Wohler
John T. Packard                                   Stephen A. Wohler
President                                         Vice President
                                                  Portfolio Manager of the Fund

August 18, 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>


SCHEDULE OF INVESTMENTS
June 30, 1997 (Unaudited)

<TABLE>
<CAPTION>
                                                                                       Principal       Market
                                                                                      Amount ($)*     Value ($)
- ---------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>             <C>      
SHORT-TERM INVESTMENTS -- 12.3%
(under 1 year)

        American Express, 5.54%, 7/14/97 (c) ...................................      9,800,000       9,800,000
        Ford Motor Credit Co., 5.54%, 7/14/97 (c) ..............................      5,200,000       5,200,000
        General Electric Capital Corp., 5.54%, 7/14/97 (c) .....................      2,980,000       2,980,000
        Prudential Funding Corp., 5.53%, 7/2/97 (c) ............................      6,963,000       6,963,000
                                                                                                    -----------
        TOTAL SHORT-TERM INVESTMENTS (Cost $24,943,000) ........................                     24,943,000
                                                                                                    -----------
- ---------------------------------------------------------------------------------------------------------------
INTERMEDIATE-TERM BONDS -- 18.9%
(1 - 8 years)

U.S. TREASURY AND AGENCY -- 10.5%
        U.S. Treasury Note, 8.875%, 2/15/99 (c) ................................      8,000,000       8,347,520
        U.S. Treasury Note, 9.125%, 5/15/99 (c) ................................      2,900,000       3,053,613
        U.S. Treasury Note, 6.5%, 5/31/02 (c) ..................................     10,000,000      10,040,600
                                                                                                    -----------
                                                                                                     21,441,733
                                                                                                    -----------
CONSUMER DISCRETIONARY -- 0.6%
  Specialty Retail
        Profitts Inc., 8.125%, 5/15/04 .........................................      1,250,000       1,253,125
                                                                                                    -----------
FINANCIAL -- 3.2%
  Banks -- 1.7%
        Conti Financial Corp., senior note, 8.375%, 8/15/03 ....................      1,950,000       2,003,625
        First Nationwide Holding Corp., 10.625%, 10/1/03 .......................      1,250,000       1,368,750
                                                                                                    -----------
                                                                                                      3,372,375
                                                                                                    -----------
  Real Estate -- 1.5%
        Taubman Realty Group LP, medium-term note, 7.5%, 6/15/02 ...............      3,000,000       3,045,000
                                                                                                    -----------
MANUFACTURING -- 1.0%
  Diversified Manufacturing
        Borden Chemicals and Plastics L.P., note, 9.5%, 5/1/05 .................      2,000,000       2,105,000
                                                                                                    -----------
MEDIA -- 2.6%
  Cable Television
        Rogers Cablesystems Ltd., senior secured note, 9.63%, 8/1/02 ...........      3,000,000       3,165,000
        Tele-Communications Inc., 8.25%, 1/15/03 ...............................      2,000,000       2,069,660
                                                                                                    -----------
                                                                                                      5,234,660
                                                                                                    -----------
TRANSPORTATION -- 1.0%
  Airlines
        Continental Airlines, Inc., 9.5%, 12/15/01 .............................      2,000,000       2,098,400
                                                                                                    -----------
        TOTAL INTERMEDIATE-TERM BONDS (Cost $37,973,627) .......................                     38,550,293
                                                                                                    -----------
</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 -- 75.8%
(over 8 years)
U.S. TREASURY & AGENCY -- 22.1%
        Federal Home Loan Mortgage Corp., 7.5%, 9/1/27 .........................     20,000,000      20,075,000
        Federal National Mortgage Association,  pass-thru  certificate,
           7.5%, to 9/1/27 (b) .................................................     15,000,000      15,032,700
        Government National Mortgage Association,  pass-thru certificate,
           7.5%, 8/15/26 (c) ...................................................      9,737,893       9,771,294
                                                                                                    -----------
                                                                                                     44,878,994
                                                                                                    -----------
FOREIGN GOVERNMENT -- 0.8%
        Government of Canada, 8%, 6/1/23 .......................................  CAD 2,000,000       1,643,796
                                                                                                    -----------
METALS & MINERALS -- 0.8%
  Steel & Metals
        AK Steel Holding Corp., 9.125%, 12/15/06 ...............................      1,500,000       1,530,000
                                                                                                    -----------
CONSTRUCTION -- 1.0%
  Building Materials
        USG Corp., senior note, 8.5%, 8/1/05 ...................................      2,000,000       2,080,000
                                                                                                    -----------
CONSUMER DISCRETIONARY -- 0.8%
  Specialty Retail
        Cole National Group, 9.875%, 12/31/06 ..................................      1,500,000       1,571,250
                                                                                                    -----------
CONSUMER STAPLES -- 3.7%
  Food & Beverage
        Borden Inc., debenture, 9.2%, 3/15/21 ..................................      4,000,000       4,083,200
        Coca Cola Co., Inc., debenture, 7.38%, 7/29/2093 .......................      3,500,000       3,464,440
                                                                                                    -----------
                                                                                                      7,547,640
                                                                                                    -----------
COMMUNICATIONS -- 5.5%
  Cellular Telephone
        ComCast Cellular, 9.5%, 5/1/07 .........................................      2,000,000       2,010,000
        LCI International, Inc., 7.25%, 6/15/07 ................................      4,000,000       3,962,000
        Rogers Cantel Mobile Communications Inc., 9.375%, 6/1/08 ...............      1,000,000       1,055,000
        Teleport Communications Group Inc., senior note, 9.875%, 7/1/06 ........      2,000,000       2,130,000
        WorldCom Inc., 7.75%, 4/1/27 ...........................................      2,000,000       2,045,060
                                                                                                    -----------
                                                                                                     11,202,060
                                                                                                    -----------
FINANCIAL -- 17.6%
  Banks -- 6.9%
        ABN-AMRO Bank NV, subordinated note, 7.13%, 10/15/2093 (c) .............      5,000,000       4,680,650
        Bank United Financial Corp., 10.25%, 12/31/26 ..........................      1,500,000       1,485,000
        CoreStates Bank, 8%, 12/15/26 ..........................................      5,000,000       4,950,650
        Royal Bank of Scotland, 7.375%, 4/29/49 (c) ............................      3,000,000       2,984,010
                                                                                                    -----------
                                                                                                     14,100,310
                                                                                                    -----------
  Other Financial Companies -- 7.7%
        Commercial Credit Corp., debenture, 10%, 5/15/09 .......................      3,000,000       3,641,910
</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>      
        Greentree Financial Corp., asset-backed, senior subordinated
           pass-thru certificate, Series 1993-4 B1, 7.2%, 1/15/19 (c) ..........      8,000,000       7,862,500
        NGC Corp, 8.32%, 6/1/27 ................................................      3,000,000       4,136,400
                                                                                                    -----------
                                                                                                     15,640,810
                                                                                                    -----------
  Real Estate -- 3.0%
        ERP Operating L.P. Note, 7.57%, 8/15/26 ................................      3,000,000       3,087,750
        Meditrust SBI, 7.82%, 9/10/26 ..........................................      3,000,000       3,101,160
                                                                                                    -----------
                                                                                                      6,188,910
                                                                                                    -----------
MEDIA -- 5.4%
  Broadcasting & Entertainment -- 3.0%
        Paramount Communications, Inc., senior debenture, 7.5%, 7/15/23 ........      2,000,000       1,757,740
        Time Warner Inc., debenture, 9.125%, 1/15/13 (c) .......................      4,000,000       4,422,880
                                                                                                    -----------
                                                                                                      6,180,620
                                                                                                    -----------
  Cable Television -- 2.4%
        British Sky Broadcasting Co., 7.3%, 10/15/06 ...........................      1,600,000       1,601,184
        Tele-Communications Inc., 8.75%, 8/1/15 ................................      2,000,000       3,144,300
                                                                                                    -----------
                                                                                                      4,745,484
                                                                                                    -----------
DURABLES -- 2.8%
  Aerospace -- 1.5%
        Lockheed Martin Corp., 7.2%, 5/1/36 ....................................      3,000,000       3,077,460
                                                                                                    -----------
  Miscellaneous-- 1.3%
        Newport News Shipbuilding Co., senior note, 9.25%, 12/1/06 .............      2,500,000       2,612,500
                                                                                                    -----------
ENERGY -- 10.3%
  Chemicals -- 1.4%
        Lyondell Petrochemical Co., note, 7.55%, 2/15/26 .......................      3,000,000       2,887,680
                                                                                                    -----------
  Oil & Gas Production -- 6.8%
        Lasmo U.S.A. Inc., note, 8.38%, 6/1/23 .................................      3,000,000       3,045,900
        Nuevo Energy Co., senior subordinated note, 9.5%, 4/15/06 ..............      2,000,000       2,080,000
        Saga Petroleum A.S., note, 9.125%, 7/15/14 .............................      3,000,000       3,280,500
        Unocal Corp., debenture, 9.4%, 2/15/11 .................................      3,000,000       3,504,630
        Belden & Blake Corp., 9.875%, 6/15/07 ..................................      2,000,000       1,995,000
                                                                                                    -----------
                                                                                                     13,906,030
                                                                                                    -----------
  Oil Companies -- 0.6%
        Pride Petroleum Services, Inc., 9.375%, 05/1/07 ........................      1,200,000       1,246,800
                                                                                                    -----------
  Miscellaneous -- 1.5%
        NRG Energy Inc, 7.5%, 6/14/07 ..........................................      3,000,000       3,016,080
                                                                                                    -----------
MANUFACTURING -- 0.3%
  Industrial Specialty
        Pierce Leahy Corp., senior subordinated note, 11.125%, 7/15/06 .........        500,000         545,000
                                                                                                    -----------
TECHNOLOGY -- 1.0%
  Semiconductors
        Fairchild Semiconductor Inc., 10.125%, 3/15/07 .........................      2,000,000       2,110,000
                                                                                                    -----------
</TABLE>

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


                                        10
<PAGE>

<TABLE>
<CAPTION>
                                                                                       Principal       Market
                                                                                      Amount ($)*     Value ($)
- ---------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>             <C>      
TRANSPORTATION -- 1.0%
  Airlines
        Northwest Airlines, Corp., 8.7%, 3/15/07 ...............................      2,000,000       2,038,000
                                                                                                    -----------
UTILITIES -- 2.7%
  Natural Gas Distributors -- 1.2%
        ANR Pipeline, debenture, 9.625%, 11/1/21 ...............................      2,000,000       2,444,640
                                                                                                    -----------
  Electric Utilities -- 1.5%
        Southern Co. Capital Trust I, 8.19%, 2/1/37 ............................      3,000,000       3,037,770
                                                                                                    -----------
        TOTAL LONG-TERM BONDS (Cost $151,863,558) ..............................                    154,231,834
                                                                                                    -----------
- ----------------------------------------------------------------------------------------------------------------
WARRANTS -- 0.1%
                                                                                         Shares 
FINANCIAL                                                                                ------ 
  Real Estate                                                                            
        Walden Residential Properties, Inc. Warrants (expire 1/1/02) ...........         80,000         150,000
                                                                                                    -----------
- ---------------------------------------------------------------------------------------------------------------
PREFERRED STOCK -- 2.0%

FINANCIAL
  Real Estate
        United Dominion Realty Trust Inc., "A", 9.25% ..........................         80,000       2,085,000
        Walden Residential Properties, Inc. ....................................         80,000       2,060,000
                                                                                                    -----------
        TOTAL PREFERRED STOCK (Cost $4,000,000) ................................                      4,145,000
                                                                                                    -----------
- ---------------------------------------------------------------------------------------------------------------
        TOTAL INVESTMENT PORTFOLIO -- 109.1% (Cost $218,780,185) (a) ............                   222,020,127
        OTHER ASSETS AND LIABILITIES, NET -- (9.1%) .............................                   (18,517,350)
                                                                                                    -----------
        NET ASSETS -- 100.0% ....................................................                   203,502,777
                                                                                                    ===========
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

 (a)     The cost for federal income tax purposes was $218,780,185. At June 30,
         1997, net unrealized appreciation for all securities based on tax cost
         was $3,239,942. This consisted of aggregate gross unrealized
         appreciation for all securities in which there was an excess of market
         value over tax cost of $4,045,894 and aggregate gross unrealized
         depreciation for all securities in which there was an excess of tax
         cost over market value of $805,952.

 (b)     Mortgage Dollar Roll

 (c)     At June 30,1997, these securities, in part or in whole, have been
         segregated to cover Mortgage Dollar Rolls.

 *       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.


                                        11
<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
June 30, 1997 (Unaudited)

<TABLE>
<S>                                                                            <C>             <C>
ASSETS
   Investments, at market (identified cost $218,780,185) ...............                       $222,020,127
   Receivable for investments sold .....................................                         23,687,651
   Interest and dividends receivable ...................................                          3,127,510
   Other assets ........................................................                              4,275
                                                                                               ------------
                                                            Total Assets                        248,839,563
LIABILITIES
   Investments purchased ...............................................       $30,270,727
   Investments purchased-mortgage dollar rolls .........................        14,800,781
   Due to custodian bank ...............................................            82,712
   Accrued management fee ..............................................            82,418
   Deferred income on mortgage dollar rolls ............................            13,510
   Other payables and accrued expenses .................................            86,638
                                                                                ----------
                                                       Total Liabilities                         45,336,786
                                                                                               ------------
      NET ASSETS, at market value ......................................                       $203,502,777
                                                                                               ============

NET ASSETS Net assets consist of:
      Undistributed net investment income ..............................                       $  3,785,328
      Net unrealized appreciation (depreciation) on:
         Investments ...................................................                          3,239,942
         Foreign currency related transactions .........................                                 17
      Accumulated net realized loss ....................................                         (2,413,940)
      Paid-in capital ..................................................                        198,891,430
                                                                                               ------------
      NET ASSETS, at market value ......................................                       $203,502,777
                                                                                               ============

Net Asset Value Per Share ($203,502,777 / 10,174,992 shares
   of common stock outstanding, $.001 par value,
   30,000,000 shares authorized) .......................................                             $20.00
                                                                                                     ======
</TABLE>

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


                                        12
<PAGE>

STATEMENT OF OPERATIONS
Six Months Ended June 30, 1997 (Unaudited)

<TABLE>
<S>                                                                          <C>              <C>         
INVESTMENT INCOME
   Income:
      Interest ..........................................................                     $  7,802,046
      Dividends .........................................................                          171,268
                                                                                              ------------
                                                                                                 7,973,314
   Expenses:
      Management and investment advisory fee ............................    $  487,524
      Directors' fees and expenses ......................................        39,639
      Services to shareholders ..........................................        45,167
      Reports to shareholders ...........................................        37,035
      Auditing ..........................................................        38,663
      Legal .............................................................        10,946
      Custodian fees ....................................................         7,458
      Other .............................................................        29,967            696,399
                                                                             ----------       ------------
                                                    Net Investment Income                        7,276,915
                                                                                              ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
   Net realized gain (loss) from:
      Investment securities .............................................                          958,194
      Foreign currency related transactions .............................                             (433)
                                                                                              ------------
                                                                                                   957,761
   Net unrealized appreciation (depreciation) during the period on:
      Investments .......................................................                           74,840
      Foreign currency related transactions .............................                               69
                                                                                              ------------
                                                                                                    74,909
                                                                                              ------------
   Net gain (loss) on investments .......................................                        1,032,670
                                                                                              ------------
NET INCREASE IN NET ASSETS RESULTING FROM
   OPERATIONS ...........................................................                     $  8,309,585
                                                                                              ============
</TABLE>

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


                                        13
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                              Six Months            Year
                                                                                 Ended              Ended
                                                                             June 30, 1997      December 31,
INCREASE (DECREASE) IN NET ASSETS                                             (Unaudited)           1996
                                                                           ------------------ ------------------
<S>                                                                        <C>                  <C>          
Operations:
Net investment income ..................................................   $    7,276,915      $  13,940,795
Net realized gain from investment transactions .........................          957,761          2,330,201
Net unrealized appreciation (depreciation) on investment and
   foreign currency related transactions during the period .............           74,909         (6,065,303)
                                                                           --------------     --------------
Net increase (decrease) in net assets resulting from operations ........        8,309,585         10,205,693
                                                                           --------------     --------------
Dividends to shareholders from net investment income ...................       (3,555,593)       (14,163,424)
                                                                           --------------     --------------
Fund share transactions:
   Reinvestment of dividends from net investment income ................          282,963          1,176,267
                                                                           --------------     --------------
Increase (decrease) in net assets ......................................        5,036,955         (2,781,464)
Net assets at beginning of period ......................................      198,465,822        201,247,286
                                                                           --------------     --------------
Net assets at end of period (including undistributed net
   investment income of $3,785,328 and $64,006,
   respectively) .......................................................   $  203,502,777     $  198,465,822
                                                                           ==============     ==============
Other Information
Increase in Fund shares
Shares outstanding at beginning of period ..............................       10,158,937         10,091,241
Shares issued to shareholders in reinvestment of dividends
   from net investment income ..........................................           16,055             67,696
                                                                           --------------     --------------
Shares outstanding at end of period ....................................       10,174,992         10,158,937
                                                                           ==============     ==============
</TABLE>

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


                                        14
<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>
                                        Six Months Ended
                                             June 30,                 Years Ended December 31,
                                               1997       --------------------------------------------
                                           (Unaudited)      1996     1995     1994     1993     1992
                                         ---------------  --------------------------------------------
<S>                                         <C>            <C>      <C>      <C>      <C>      <C>   
Net asset value, beginning of period .....  $19.54         $19.94   $17.72   $20.13   $19.30   $19.17
                                            ------         ------   ------   ------   ------   ------
Income from investment operations:
  Income .................................     .78           1.53     1.57     1.51     1.68     1.84
  Operating expenses .....................    (.07)          (.15)    (.14)    (.14)    (.15)    (.15)
                                            ------         ------   ------   ------   ------   ------
  Net investment income ..................     .71           1.38     1.43     1.37     1.53     1.69
  Net realized and unrealized
   gain (loss) ...........................     .10           (.38)    2.19    (2.42)     .84      .47
                                            ------         ------   ------   ------   ------   ------
Total from investment operations .........     .81           1.00     3.62    (1.05)    2.37     2.16
                                            ------         ------   ------   ------   ------   ------
Dilution resulting from the rights
  offering ...............................    --             --       --       --       --       (.36)
Less distributions:
  From net investment income .............    (.35)         (1.40)   (1.40)   (1.36)   (1.54)   (1.67)
                                            ------         ------   ------   ------   ------   ------
Net asset value, end of period ...........  $20.00         $19.54   $19.94   $17.72   $20.13   $19.30
                                            ======         ======   ======   ======   ======   ======
Per share market value, end of period ....  $17.94         $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 ..................................  $18.63         $19.50   $19.13   $20.25   $22.38   $21.00
   Low ...................................  $17.25         $16.75   $15.75   $15.25   $19.25   $19.00
Total Investment Return
  Per share market value (%) .............    5.29(e)        4.54    23.69   (13.54)    2.02    17.98
  Per share net asset value (%) (b) ......    4.39(e)        6.08    21.78    (4.51)   12.47    11.67
Ratios and Supplemental Data
Net assets, end of period ($ millions) ...     204            198      201      178      200      191
Ratio of operating expenses to
  average net assets (%) .................     .70(d)         .76      .73      .71      .73      .75
Ratio of net investment income to
  average net assets (%) .................    7.34(d)        7.07     7.45     7.28     7.53     8.69
Portfolio turnover rate (%) ..............   112.9(c)(d)     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 value.
(c) The portfolio turnover rate including mortgage dollar roll transactions
    aggregated 200.4% (annualized) for the six months ended June 30, 1997.
(d) Annualized 
(e) Not annualized


                                       15
<PAGE>

NOTES TO FINANCIAL STATEMENTS
June 30, 1997 (Unaudited)

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.

     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.

     Mortgage Dollar Rolls--The Fund may enter into mortgage dollar rolls in
     which the Fund sells mortgage securities for delivery in the current month
     and simultaneously contracts to repurchase similar, but not identical,
     securities at the same price on a fixed date. The Fund receives
     compensation as consideration for entering into the commitment to
     repurchase. The compensation is recorded as deferred income and amortized
     to income over the roll period. The counterparty receives all principal and
     interest payments, including prepayments, made in respect of the security
     while it is the holder. Mortgage dollar rolls may be renewed with a new
     purchase and repurchase price fixed and a cash settlement made at each
     renewal without physical delivery of the securities subject to the
     contract.


                                       16
<PAGE>

     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 six months
ended June 30, 1997, the fee pursuant to the Agreement amounted to $487,524.


                                       17
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)

On June 26, 1997, the Adviser entered into an agreement with The Zurich
Insurance Company ("Zurich"), an international insurance and financial services
organization, pursuant to which Zurich will acquire a majority interest in the
Adviser, and the Adviser will form a new global investment organization by
combining with Zurich's subsidiary, Zurich Kemper Investments, Inc. and change
its name to Scudder Kemper Investments, Inc. Subject to the receipt of the
required regulatory and shareholder approvals, the transaction is expected to
close in the fourth quarter of 1997.

None of the Directors are affiliated with the Adviser. For the six months ended
June 30, 1997, Directors' fees and expenses aggregated $39,639.

Note C--PURCHASES AND SALES OF INVESTMENTS. For the six months ended June 30,
1997, purchases and sales of investment securities (excluding U.S. direct
government obligations, short-term investments, and mortgage dollar roll
transactions) aggregated $121,866,466 and $101,105,828, respectively. Purchases
and sales of direct U.S. Government obligations aggregated $10,063,316 and
$162,151, respectively. Purchases and sales of mortgage dollar roll transactions
aggregated $59,431,286 and $89,176,637, respectively.

Note D--SUBSEQUENT EVENT. On July 10, 1997, the Board of Directors declared a
dividend of $0.36 per share, payable on July 31, 1997 to shareholders of record
on July 21, 1997.


                                       18


<PAGE>


                              SHAREHOLDER MEETING RESULTS

The Annual Meeting of Shareholders of Montgomery Street Income Securities,  Inc.
(the  "Company")  was held on  Thursday,  July 10,  1997,  at the offices of the
Company, 101 California Street, Suite 4100, San Francisco,  California.  The two
matters voted upon by  Shareholders  and the resulting votes for each matter are
presented below.

1.      The  election  of six  Directors  to hold  office  until the next Annual
        Meeting  or until  their  respective  successors  shall  have  been duly
        elected and qualified.

         Director:                               Number of Votes:
         ---------                               ----------------

                                     For        Withheld     Broker Non-Votes*
                                     ---        --------     -----------------
 John C. Atwater                  6,591,391      140,420             0
 Richard J. Bradshaw              6,622,795      109,016             0
 Otto W. Butz                     6,616,418      115,393             0
 Maryellie K. Moore               6,624,339      107,472             0
 Wendell G. Van Auken             6,592,857      138,954             0
 James C. Van Horne               6,617,661      114,150             0


2.      Ratification  or rejection of the action taken by the Board of Directors
        in selecting  Ernst & Young LLP as  independent  auditors for the fiscal
        year ending December 31, 1997.

                                Number of Votes:
                                ----------------
            For            Against         Abstain           Broker Non-Votes*
            ---            -------         -------           -----------------
         6,597,931         45,364           88,515                   0






- --------------------------------------------------------------------------------
*   Broker  non-votes  are  proxies  received  by the  Company  from  brokers or
    nominees when the broker or nominee neither has received  instructions  from
    the beneficial owner or other persons entitled to vote nor has discretionary
    power to vote on a particular matter.

                                       19
<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

                                       20
<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  8200,  Boston,  MA
02266-8200, or by calling (800) 426-5523.



                                       21

                                       
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