MONTGOMERY STREET INCOME SECURITIES INC
N-30D, 2000-08-29
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    DIRECTORS   JOHN C. ATWATER                                [MONTGOMERY LOGO]
                RICHARD J. BRADSHAW
                MARYELLIE K. JOHNSON
                WENDELL G. VAN AUKEN
                JAMES C. VAN HORNE                          MONTGOMERY
                  Chairman                                  STREET
     OFFICERS   VICTOR L. HYMES                             INCOME
                  President                                 SECURITIES
                ROBERT S. CESSINE
                  Vice President
                BRUCE H. GOLDFARB                            ---
                  Vice President and                        | 2 |
                  Assistant Secretary                        ---
                JOHN R. HEBBLE
                  Treasurer                                 Semiannual Report
                MAUREEN E. KANE                             June 30, 2000
                  Vice President and Secretary
                ANN M. McCREARY
                  Vice President
                KATHRYN L. QUIRK
                  Vice President and
                  Assistant Secretary
                HARRY E. RESIS
                  Vice President
                RICHARD L. VANDENBERG
                  Vice President

   INVESTMENT   Scudder Kemper Investments, Inc.
      MANAGER   101 California Street, Suite 4100
                San Francisco, CA 94111
     TRANSFER   EquiServe
        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                     SCUDDER
                Three Embarcadero Center                    INVESTMENTS(SM)
                Seventh Floor                               [LOGO]
                San Francisco, CA 94111

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

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

Dear Stockholder:

The  investments  of  Montgomery  Street  Income  Securities,  Inc. (the "Fund")
produced a total  return based on net asset value (NAV) of 1.39% for the quarter
ended  June 30,  2000.  The total  NAV  return  of the Fund  underperformed  the
unmanaged Lehman Brothers  Aggregate Bond Index, an index we use for comparative
purposes,  which  had a total  return  of  1.73%  for the  quarter.  The  Fund's
continued emphasis on corporate bonds, which  underperformed  Treasuries for the
quarter, restrained returns relative to the Index.

The June 30,  2000 NAV per share  was  $18.55,  versus  $18.68 at the end of the
first  quarter.  On July 13,  2000,  the  Board of  Directors  declared  a $0.34
dividend payable on July 31, 2000, to shareholders of record on July 24, 2000.

The  market  price of the  Fund's  shares,  which  trade  on the New York  Stock
Exchange, was $16.125 per share at the end of June, which compared with $15.3125
at the end of March.  The market price discount of the shares as a percentage of
the NAV was slightly over 13% at quarter-end,  which is a narrower discount from
the prior quarter.

The Market and Economic Conditions

While economic conditions remain robust in the U.S., data released in the second
quarter allowed for a more favorable  environment  for fixed income  securities.
Gross Domestic  Product (GDP) rose 5.5% during the first quarter,  a strong pace
but slower than that of the fourth quarter.  While there were signs early in the
second  quarter that  inflation  was creeping  higher,  slower  retail sales and
housing starts provided  evidence that the rate hikes  engineered by the Federal
Reserve Board were having their intended effect of cooling off the economy.  The
Federal  Reserve  Board took another swing at slowing the economy by raising the
Federal Funds rate by 50 basis points,  to 6.5%, in May. This move,  the largest
in five years,  brought the  cumulative  rate hikes over the past year to 1.75%,
leading many market  participants to conclude that the Fed is nearing the end of
its rate  hike  spree.  The Fed  opted  for a wait and see  approach  in June by
leaving  rates  unchanged.   Armed  with  this  confidence,  the  market  pushed
shorter-term  interest  rates  lower.  The U.S.  Treasury  yield  curve  remains
inverted,  although less so than at the end of the first quarter.  The curve can
be seen in the following graph:

THE ORIGINAL DOCUMENT CONTAINS A LINE GRAPH HERE

LINE GRAPH DATA:

                            U.S. Treasury Yield Curve


                                Yield to Maturity (%)
                             -------------------------
                            Fed Funds        Fed Funds
                             6/30/00          3/31/00
                             -------          -------

              3 Mos.        5.886               5.860
              6 Mos.        6.140               6.215
              1 Yr.         6.239               6.062
              2 Yrs.        6.483               6.358
              5 Yrs.        6.320               6.179
             10 Yrs.        6.015               6.023
             30 Yrs.        5.837               5.896

                              Yield to Maturity (%)

                                       2
<PAGE>

Once again,  investment grade corporate bonds underperformed  Treasuries for the
quarter,  as corporate yield spreads  widened early in the period.  In June, the
growing  perception that the Fed was nearly finished  raising rates provided the
catalyst for spreads to reverse course and tighten, and for the corporate market
to outperform Treasuries for the first time in 2000.

High yield securities turned in a mixed performance versus Treasuries during the
second quarter.  Securities  rated BB provided the best returns among high yield
bonds,  returning  44 basis  points more than  comparable  duration  Treasuries.
Securities  rated B and lower continued to lag Treasury  returns.  Yield spreads
remain historically attractive, although default rates have risen this year.

The technical  picture for  corporates  improved  somewhat over the quarter,  as
inflows into funds turned  positive and the new issue  calendar  showed signs of
reviving. We reiterate the themes that economic and profit growth remain robust,
fundamentals  remain sound,  bond  origination has declined,  and valuations are
attractive. We continue to be selective with respect to securities purchased and
are mindful of the impact of higher rates on the credits we own.

The following  graph shows the yield  advantage of ten-year  A-rated  industrial
bonds  over  ten-year  Treasury  notes.  Wider  spreads  indicate  the  relative
attractiveness of corporate issues.


                             Corporate Yield Spreads

                   10-Year Corporates versus 10-Year Treasury

THE ORIGINAL  DOCUMENT CONTAINS A LINE CHART HERE REFLECTING THE YEARS FROM 1994
TO 2000.  HIGHER  NUMBERS  INDICATE  "CORPORATE  BONDS MORE  ATTRACTIVE".  LOWER
NUMBERS INDICATE "CORPORATE BONDS LESS ATTRACTIVE".

LINE CHART DATA:

      Yield Spread (basis points)

                69
                69
                55
                58
                62
                67
                67
                61
                60
                58
                56
                49
                49
                65
                58
                59
                56
                62
                65
                60
                60
                59
                60
                58
                59
                59
                55
                56
                59
                58
                58
                58
                59
                56
                58
                54
                59
                50
                48
                45
                46
                44
                46
                48
                48
                58
                72
                75
                79
                73
                72
                68
                62
                62
                65
                82
                82
                82
                90
               110
               117
               135
               110
               125
                95
                90
                90
                90
                95
               100
               115
               120
               117
               127
               126
               128
               128
               126
               123
               117
               116
               114
               116
               115
               118
               118
               114
               119
               125
               122
               126
               131
               126
               133
               143
               144
               153
               149

Source:  Lehman Brothers

The mortgage  market posted  positive  returns over  Treasury  securities in the
second quarter.  Given this market's perceived high credit quality,  it was less
affected by concerns of a hard landing.  That, coupled with the lower volatility
of rate  changes  during the period,  allowed the higher  yields of mortgages to
translate into higher total returns.

The Fund

The  duration  of the Fund as of June 30 was 5.4 years,  slightly  less than the
duration  at the  end of the  year.  (Duration  is a  measure  of a  portfolio's
sensitivity to interest rates. If interest rates were to rise by 1%, the


                                       3
<PAGE>

value of a portfolio  with a duration of 5.4 years would decline by about 5.4%.)
The Fund use of  approximately  20% leverage was  unchanged  during the quarter.
(Note:  Prior reports have described the benefit of leverage to the  portfolio.)
The Fund earned an extra 1.89% due to leverage.  That  average  spread was lower
than in recent periods due to higher funding costs.

The bar chart below shows the Fund's sector  weightings at the end of June, with
the negative cash balance reflecting the leverage of the Fund.

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

            Sector Weightings

Asset-Backed         3.4%
Industrial          45.9%
Utility             13.4%
Finance             22.2%
Mortgage            27.4%
Treasury             3.0%
Agency               3.7%
Preferred Stock      1.5%
Cash               -20.5%

Corporate  securities  represented  67.6%  of  the  Fund's  gross  assets  as of
quarter-end,  with the remainder invested in government agency-backed mortgages,
asset-backed  securities,  U.S.  Treasuries,  and a small weighting in preferred
stock.  Much of the  activity in the second  quarter  focused on  improving  the
income of the Fund.  Several swaps within the capital  structure of corporations
or within fixed  income  sectors  helped to increase  the average  coupon of the
portfolio.  New issues purchased during the quarter included Lennar Corporation,
Heller Financial,  Tenneco Automotive, Avis Group and Conoco. Issues sold during
the quarter included Northwest  Airlines,  Associates Corp. of North America and
Borden.

Corporate bond holdings  continue to be focused in the 3- to 10-year area of the
yield curve,  where yields are the most  attractive.  The yield advantage of the
Fund over comparable duration Treasuries increased to nearly 270 basis points.

The Fund's mortgage position totaled 22.7% of the gross assets at the end of the
second  quarter,  with  approximately  4/5 of this  total in  government  issued
residential   pass-through   certificates   and  the   balance   in   commercial
mortgage-backed  securities.  Most of the pass-through securities were used in a
mortgage roll strategy to achieve leverage in the portfolio. The Fund's exposure
to the commercial mortgage-backed sector added to returns during the quarter, as
the sector's high credit  quality,  attractive  yields,  and  diminished  supply
attracted investors.

The Fund's  investment  policy allows the Fund to hold up to 30% of total assets
in foreign denominated securities, preferreds, convertibles, private placements,
and below  investment grade debt  securities.  As of quarter-end,  the Fund held
27.8% of its assets in these  categories.  (Note:  Prior letters have  described
certain holdings and included a quality breakdown bar graph.)



                                       4
<PAGE>

Limited Share Repurchases

The Fund is authorized  to  repurchase a limited  number of shares of the Fund's
common  stock from time to time when the shares are  trading at less than 95% of
their NAV.  Repurchases are limited to a number of shares each calendar  quarter
approximately equal to the number of new shares issued under the Fund's Dividend
Reinvestment and Cash Purchase Plan with respect to income earned for the second
preceding  calendar  quarter.  There were 15,000 shares  repurchased  during the
second  quarter of 2000,  representing  0.15% of the  outstanding  shares of the
Fund. Up to 15,000 shares may be repurchased during the third quarter of 2000.

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 10 of this report.

Portfolio Manager Team

Harry E. Resis, Robert S. Cessine, and Richard L. Vandenberg have been appointed
as the  portfolio  managers  for  the  Fund,  replacing  the  current  portfolio
managers, Kristin L. Bradbury and Almond G. Goduti. The Chairman of the Board of
the Fund and I wish to thank Ms.  Bradbury  and Mr.  Goduti  for their  years of
dedicated service to the Fund and its shareholders.  Messrs. Resis, Cessine, and
Vandenberg are senior portfolio managers in Scudder Kemper's North America Fixed
Income Group, who have a wealth of experience in fixed income investing.  We are
confident that they will continue the legacy of solid performance.

At the July 13,  2000 Board  meeting,  the Board of  Directors  elected  Messrs.
Resis,  Cessine,  and Vandenberg  and Ann M. McCreary as vice  presidents of the
Fund.

Thank you for being a stockholder.

Sincerely,

/s/Victor L. Hymes

Victor L. Hymes
President


                                       5
<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 Corporation;  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 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 that at the time of  purchase,  the fund's  obligations
under  such  contracts  do 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.



                                       6
<PAGE>

SCHEDULE OF INVESTMENTS
June 30, 2000 (Unaudited)



<TABLE>
<CAPTION>
                                                                            Principal
                                                                            Amount ($)   Value ($)
---------------------------------------------------------------------------------------------------
<S>                                                                           <C>         <C>
SHORT-TERM INVESTMENTS -- 0.3%
(under 1 year)
        Ford Motor Credit Corp., 6.65%, 7/5/2000 (Cost $535,000) ........     535,000     535,000
                                                                                        ---------
---------------------------------------------------------------------------------------------------
INTERMEDIATE-TERM BONDS -- 56.5%
(1-8 years)

U.S. Treasury Obligations -- 3.0%
        U.S. Treasury Bond, 9.375%, 2/15/2006 ...........................   2,000,000   2,287,500
        U.S. Treasury Note, 6.875%, 5/15/2006 ...........................   3,250,000   3,344,965
                                                                                        ---------
                                                                                        5,632,465
                                                                                        ---------
U.S. Government Pass-Thru -- 3.6%
        Federal Home Loan Mortgage Corp., 6.875%, 1/15/2005 (b) .........   7,000,000   6,956,250
                                                                                        ---------
Collaterized Mortgage Obligations -- 1.8%
        First Union National Bank Commercial Mortgage, Series 2000-C1 A1,
          7.739%, 7/15/2009 .............................................   3,477,790   3,524,524
                                                                                        ---------
Asset Backed -- 1.0%
        MBNA Master Credit Card Trust, Series 1999-1, 6.4%, 1/18/2005 ...   2,000,000   1,973,120
                                                                                        ---------
Communications -- 2.8%
  Telephone/Communications
        LCI International, Inc., 7.25%, 6/15/2007 .......................     700,000     662,781
        Level 3 Communications, 9.125%, 5/1/2008 ........................   2,000,000   1,795,000
        WorldCom, Inc., 6.4%, 8/15/2005 .................................   3,000,000   2,855,760
                                                                                        ---------
                                                                                        5,313,541
                                                                                        ---------
Consumer Discretionary -- 3.7%
  Hotels & Casinos
        Harrah's Operating Co., Inc., 7.875%, 12/15/2005 ................   2,000,000   1,880,000
        Park Place Entertainment, 8.5%, 11/15/2006 ......................   2,500,000   2,456,475
        Tricon Global Restaurants, 7.65%, 5/15/2008 .....................   3,000,000   2,694,660
                                                                                        ---------
                                                                                        7,031,135
                                                                                        ---------
Consumer Staples -- 1.9%
  Food & Beverage
        The Great Atlantic & Pacific Tea Company, Inc., 7.7%, 1/15/2004 .   3,825,000   3,657,312
                                                                                        ---------
Durables -- 2.4%
  Automobiles -- 1.5%
        Lear Corp., 7.96%, 5/15/2005 ....................................   3,000,000   2,813,820
                                                                                        ---------
  Aerospace-- 0.9%
        Lockheed Martin Corp., 7.95%, 12/1/2005 .........................   1,700,000   1,709,690
                                                                                        ---------
Energy -- 4.3%
  Oilfield Services/Equipment-- 1.5%
        Petroleum Geo-Services, 7.5%, 3/31/2007 .........................   3,000,000   2,879,730
                                                                                        ---------
</TABLE>

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





                                       7
<PAGE>

SCHEDULE OF INVESTMENTS (continued)

<TABLE>
<CAPTION>
                                                                             Principal
                                                                             Amount ($)    Value ($)
-----------------------------------------------------------------------------------------------------
<S>                                                                           <C>          <C>
  Oil & Gas Production -- 2.8%
        Canadian Forest Oil Ltd., 8.75%, 9/15/2007 .......................    2,000,000    1,880,000
        Louis Dreyfus Natural Gas Corp., 9.25%, 6/15/2004 ................    2,000,000    2,005,000
        Osprey Trust, 8.31%, 1/15/2003 ...................................    1,500,000    1,503,225
                                                                                          ----------
                                                                                           5,388,225
                                                                                          ----------
Financial -- 12.2%
  Banks -- 8.5%
        Capital One Bank, 6.57%, 1/27/2003 ...............................    3,000,000    2,878,890
        CIT Group Holdings, Inc., 7.125%, 10/15/2004 .....................    2,000,000    1,940,280
        Den Danske Bank, 6.55%, 9/15/2003 ................................    2,500,000    2,422,575
        Heller Financial, Inc., 7.875%, 5/15/2003 ........................    3,000,000    2,995,680
        Limestone Electronic Trust, 8.625%, 3/15/2003 ....................    2,000,000    2,004,480
        Wachovia Corp., 6.7%, 6/21/2004 ..................................    4,000,000    3,903,360
                                                                                          ----------
                                                                                          16,145,265
                                                                                          ----------
  Consumer Finance -- 1.5%
        Sears Roebuck Acceptance, 6.38%, 11/21/2001 ......................    3,000,000    2,953,500
                                                                                          ----------
  Real Estate -- 2.2%
        GS Escrow Corp., 7%, 8/1/2003 ....................................    3,000,000    2,740,560
        ProLogis Trust (REIT), 7.05%, 7/15/2006 ..........................    1,500,000    1,415,070
                                                                                          ----------
                                                                                           4,155,630
                                                                                          ----------
Manufacturing -- 1.5%
  Diversified Manufacturing
        Tyco International Group S.A., 6.25%, 6/15/2003 ..................    3,000,000    2,864,340
                                                                                          ----------
Media -- 5.1%
  Cable Television
        Charter Communication Holdings LLC, 8.25%, 4/1/2007 ..............    2,500,000    2,212,500
        Comcast UK Cable Partners, Ltd., Step-up Coupon, 0% to 11/15/2000,
          11.2% to 11/15/2007 ............................................    2,000,000    1,885,000
        Cox Communications, Inc., 7.75%, 8/15/2006 .......................    2,000,000    1,992,860
        TCI-Communications, Inc., 8%, 8/1/2005 ...........................    3,500,000    3,573,850
                                                                                          ----------
                                                                                           9,664,210
                                                                                          ----------
Service Industries -- 6.9%
  Environmental Services -- 1.3%
        Waste Management, Inc., 8%, 4/30/2004 ............................    2,500,000    2,428,050
                                                                                          ----------
  Miscellaneous Commercial Services -- 2.6%
        Comdisco, Inc., 6%, 9/1/2002 .....................................    3,000,000    2,897,820
        Hertz Corp., 7.625%, 8/15/2007 ...................................    2,000,000    1,976,760
                                                                                          ----------
                                                                                           4,874,580
                                                                                          ----------
  Investments -- 3.0%
        Lehman Brothers Holdings, Inc., 7.25%, 10/15/2003 ................    3,000,000    2,943,150
        Morgan Stanley Dean Witter & Co., 7.125%, 1/15/2003 ..............    2,750,000    2,732,372
                                                                                          ----------
                                                                                           5,675,522
                                                                                          ----------
</TABLE>
    The accompanying notes are an integral part of the financial statements.


                                       8
<PAGE>

SCHEDULE OF INVESTMENTS (continued)


<TABLE>
<CAPTION>
                                                                                       Principal
                                                                                      Amount ($)      Value ($)
---------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>           <C>
Transportation -- 3.3%
  Airlines -- 1.1%
        Continental Airlines, Inc., 9.5%, 12/15/2001 .............................     2,000,000     2,029,000
                                                                                                    ----------
  Marine Transportation -- 1.5%
        Royal Caribbean Cruises, 7.125%, 9/18/2002 ...............................     3,000,000     2,890,980
                                                                                                    ----------
  Railroads -- 0.7%
        Union Pacific Corp., 6.7%, 12/1/2006 .....................................     1,500,000     1,413,225
                                                                                                    ----------
Utilities -- 3.0%
  Electric Utilities -- 2.4%
        CalEnergy Co., Inc, 7.23%, 9/15/2005 .....................................     2,000,000     1,937,720
        Niagara Mohawk Power Corp., 7.25%, 10/1/2002 .............................     2,268,294     2,241,438
        NRG Northeast Generating, Inc., 8.065%, 12/15/2004 .......................       400,000       399,548
                                                                                                    ----------
                                                                                                     4,578,706
                                                                                                    ----------
  Water Supply -- 0.6%
        Azurix Corp., 10.375%, 2/15/2007 .........................................     1,225,000     1,182,125
                                                                                                   -----------
        TOTAL INTERMEDIATE-TERM BONDS (Cost $111,117,328) ........................                 107,734,945
                                                                                                   -----------

---------------------------------------------------------------------------------------------------------------
LONG-TERM BONDS -- 60.9%
(over 8 years)

U.S. Government Pass-Thru -- 21.5%
        Federal Home Loan Mortgage Corp., 7%, 7/15/2029 (c) (d) ..................     7,500,000     7,243,360
        Federal National Mortgage Association, 7%, 7/1/2029 (b) ..................     2,229,387     2,151,359
        Federal National Mortgage Association, 7.5%, 7/1/2030 (c) (d) ............    11,965,000    11,785,525
        Federal National Mortgage Association, 8%, 7/1/2030 (c) (d) ..............    13,000,000    13,044,687
        Government National Mortgage Association Pass-thru, 7.5%, 7/1/2029 (c) (d)     6,830,000     6,774,506
                                                                                                    ----------
                                                                                                    40,999,437
                                                                                                    ----------
Asset Backed -- 4.5%
        Asset Securitization Corporation, Series 1997-D4 A1C, 7.42%, 4/14/2029 ...     4,250,000     4,248,672
        Green Tree Financial Corp., Series 1993-4 B1, 7.2%, 1/15/2019 ............     4,834,359     4,414,374
                                                                                                    ----------
                                                                                                     8,663,046
                                                                                                    ----------
Collaterized Mortgage Obligation -- 1.2%
        LB Commercial Conduit Mortgage Trust, Series 1998-C4, 6.21%, 10/15/2008 ..     2,500,000     2,286,719
                                                                                                    ----------
Communications -- 4.5%
  Telephone/Communications
        Crown Castle International Corp., 9.5%, 8/1/2011 .........................     2,000,000     1,900,000
        McLeodUSA, Inc., 8.125%, 2/15/2009 .......................................     2,500,000     2,256,250
        Sprint Capital Corp., 6.125%, 11/15/2008 .................................     1,600,000     1,426,192
        Teleglobe, Inc., 7.2%, 7/20/2009 .........................................     3,000,000     2,870,550
                                                                                                    ----------
                                                                                                     8,452,992
                                                                                                    ----------
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                       9
<PAGE>

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

                                                           Principal
                                                           Amount ($)    Value ($)
----------------------------------------------------------------------------------
<S>                                                         <C>          <C>
Consumer Discretionary -- 0.8%
  Hotels & Casinos
        International Game Technology, 8.375%, 5/15/2009    1,500,000    1,413,750
                                                                        ----------
Durables -- 1.3%
  Construction/Agricultural Equipment
        Lennar Corp., 9.95%, 5/1/2010 ..................    2,450,000    2,413,250
                                                                        ----------
Energy -- 5.8%
  Oil & Gas Production -- 4.5%
        Anadarko Petroleum Corp., 7%, 11/15/2027 .......    3,000,000    2,584,740
        Conoco, Inc., 6.35%, 4/15/2009 .................    2,750,000    2,558,105
        Unocal Corp., 9.4%, 2/15/2011 ..................    3,000,000    3,356,610
                                                                        ----------
                                                                         8,499,455
                                                                        ----------
  Oilfield Services/Equipment -- 1.3%
        Transocean Offshore, Inc., 8%, 4/15/2027 .......    2,500,000    2,485,325
                                                                        ----------
Financial -- 8.3%
  Banks -- 5.3%
        Abbey National PLC, 7.35%, 10/29/2049 ..........    3,000,000    2,797,350
        Bank United Capital Trust, 10.25%, 12/31/2026 ..    1,500,000    1,260,000
        Barnett Capital I, 8.06%, 12/1/2026 ............    2,500,000    2,252,150
        Merrill Lynch & Co., Inc., 6%, 2/17/2009 .......    1,500,000    1,337,505
        National Westminster Bank PLC, 7.375%, 10/1/2009    2,500,000    2,429,725
                                                                        ----------
                                                                        10,076,730
                                                                        ----------
  Consumer Finance -- 1.5%
        Ford Motor Credit Co., 7.375%, 10/28/2009 ......    3,000,000    2,901,810
                                                                        ----------
  Real Estate -- 1.5%
        ERP Operating L.P. Note, 7.57%, 8/15/2026 ......    3,000,000    2,932,470
                                                                        ----------
Manufacturing -- 0.9%
  Machinery/Components/Controls
        Tenneco Automotive, Inc., 11.625%, 10/15/2009 ..    2,000,000    1,775,000
                                                                        ----------
Media -- 7.6%
  Broadcasting and Entertainment -- 1.9%
        British Sky Broadcasting, 6.875%, 2/23/2009 ....    2,000,000    1,757,020
        Paramount Communications, Inc., 7.5%, 7/15/2023     2,000,000    1,789,680
                                                                        ----------
                                                                         3,546,700
                                                                        ----------
  Cable Television -- 4.6%
        AMFM, Inc., 8%, 11/1/2008 ......................    2,000,000    2,007,500
        CSC Holdings, Inc., 8.125%, 7/15/2009 ..........    2,500,000    2,425,000
        Time Warner, Inc., 9.125%, 1/15/2013 ...........    4,000,000    4,383,600
                                                                        ----------
                                                                         8,816,100
                                                                        ----------
  Print Media -- 1.1%
        News America Holdings, Inc., 9.25%, 2/1/2013 ...    2,000,000    2,161,220
                                                                        ----------
</TABLE>

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

                                       10
<PAGE>


SCHEDULE OF INVESTMENTS (continued)

<TABLE>
<CAPTION>

                                                                         Principal
                                                                         Amount ($)     Value ($)
----------------------------------------------------------------------------------------------------
<S>                                                                      <C>             <C>
Service Industries -- 1.1%
  Miscellaneous Commercial Services
        Avis Group Holdings, Inc., 11.00%, 5/1/2009 ...............      2,000,000       2,085,000
                                                                                       -----------
Transportation -- 0.7%
  Airlines
        Continental Airlines, 6.545%, 2/2/2019 ....................      1,460,833       1,315,524
                                                                                       -----------
Utilities -- 2.7%
  Natural Gas Distributors
        ANR Pipeline Co., debenture, 9.625%, 11/1/2021 ............      2,000,000       2,284,020
        Williams Companies, Inc., 5.625%, 7/15/2019 ...............      3,000,000       2,865,030
                                                                                       -----------
                                                                                         5,149,050
                                                                                       -----------
        TOTAL LONG-TERM BONDS (Cost $117,702,603) .................                    115,973,578
                                                                                       -----------
----------------------------------------------------------------------------------------------------
                                                                           Shares
                                                                           ------
CONVERTIBLE PREFERRED STOCK -- 0.8%

        HSBC Bank PLC, 10.25%, 9/1/2000 (Cost $1,515,000) .........         60,000       1,541,250
                                                                                       -----------
----------------------------------------------------------------------------------------------------

        TOTAL INVESTMENT PORTFOLIO-- 118.5% (Cost $230,869,931) (a)                    225,784,773
        OTHER ASSETS AND LIABILITIES, NET-- (18.5%) ...............                    (35,174,574)
                                                                                       -----------
        NET ASSETS -- 100.0% ......................................                    190,610,199
                                                                                       ===========
----------------------------------------------------------------------------------------------------
</TABLE>

(a)      The cost for federal income tax purposes was $231,006,371.  At June 30,
         2000, net unrealized  depreciation for all securities based on tax cost
         was   $5,221,598.   This  consisted  of  aggregate   gross   unrealized
         appreciation  for all  securities in which there was an excess of value
         over tax cost of $1,228,292 and aggregate gross unrealized depreciation
         for all  securities in which there was an excess of tax cost over value
         of $6,449,890.

(b)      Effective maturities will be shorter due to prepayments.

(c)      Mortgage dollar roll

(d)      When-issued or forward delivery pools included.

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


                                       11
<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
June 30, 2000 (Unaudited)

<TABLE>
<CAPTION>
ASSETS
<S>                                                                           <C>
   Investments, at value (identified cost $230,869,931) ...................   $ 225,784,773
   Cash ...................................................................          65,356
   Interest receivable ....................................................       3,893,987
   Other assets ...........................................................             882
                                                                              --------------
                                                               Total Assets     229,744,998
                                                                              --------------


LIABILITIES
   Payables for investments purchased -- mortgage dollar roll .............   $  38,920,341
   Accrued management fee .................................................          82,372
   Accrued expenses and payables ..........................................         132,086
                                                                              --------------
                                                          Total Liabilities      39,134,799
                                                                              --------------
      NET ASSETS, at value ................................................     190,610,199
                                                                              --------------


NET ASSETS Net assets consist of:
      Undistributed net investment income .................................   $   3,572,659
      Net unrealized appreciation (depreciation) on investments ...........      (5,085,158)
      Accumulated net realized gain (loss) ................................      (8,695,555)
      Paid-in capital .....................................................     200,818,253
                                                                              --------------
      NET ASSETS, at value ................................................   $ 190,610,199
                                                                              --------------


NetAsset Value Per Share ($190,610,199 / 10,275,635 shares of
   common stock outstanding, $.001 par value, 30,000,000
   shares authorized) .....................................................          $18.55
                                                                                     ======
</TABLE>

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

                                       12
<PAGE>


STATEMENT OF OPERATIONS
Six Months Ended June 30, 2000 (Unaudited)

<TABLE>
<CAPTION>
INVESTMENT INCOME
   Income:
<S>                                                                           <C>            <C>
      Interest ............................................................                  $ 7,522,030
      Dividends ...........................................................                      114,555
                                                                                             -----------
                                                                                               7,636,585
                                                                                             -----------

   Expenses:
      Management and investment advisory fee ..............................   $   460,588
      Services to shareholders ............................................        44,408
      Custodian ...........................................................         6,552
      Directors' fees and expenses ........................................        36,036
      Reports to shareholders .............................................        56,238
      Auditing ............................................................        16,380
      Legal ...............................................................        16,380
      Other ...............................................................        22,689        659,271
                                                                              -----------    -----------
                                                      Net Investment Income                    6,977,314
                                                                                             -----------


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss)
   from:
      Investments .........................................................                   (5,249,393)
                                                                                             -----------
   Net unrealized appreciation (depreciation) during the period on:
      Investments .........................................................                    3,467,112
                                                                                             -----------
   Net gain (loss) on investments .........................................                   (1,782,281)
                                                                                             -----------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS ........................................................                  $ 5,195,033
                                                                                             ===========

</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, 2000      December 31,
INCREASE (DECREASE) IN NET ASSETS                                     (Unaudited)           1999
                                                                     ---------------  ---------------
Operations:
<S>                                                                   <C>              <C>
Net investment income .............................................   $   6,977,314    $  13,902,285
Net realized gain (loss) from investment transactions and foreign
   currency related transactions during the period ................      (5,249,393)      (3,315,571)
Net unrealized appreciation (depreciation) on investments and
   foreign currency related transactions during the period ........       3,467,112      (12,613,541)
                                                                     ---------------  ---------------
Net increase (decrease) in net assets resulting from operations ...       5,195,033       (2,026,827)
                                                                     ---------------  ---------------
   Net investment income ..........................................      (3,390,875)     (13,971,722)
                                                                     ---------------  ---------------
Fund share transactions:
   Reinvestment of dividends from net investment income ...........         234,922          985,139
   Cost of shares repurchased .....................................        (449,230)        (735,673)
                                                                     ---------------  ---------------
Net increase (decrease) in net assets from Fund share
   transactions ...................................................        (214,308)         249,466
                                                                     ---------------  ---------------
Increase (decrease) in net assets .................................       1,589,850      (15,749,083)
Net assets at beginning of period .................................     189,020,349      204,769,432
                                                                     ---------------  ---------------
Net assets at end of period (including undistributed net investment
   income of $3,572,659 and accumulated distributions in excess of
   net  investment income of $13,780, respectively) ...............   $ 190,610,199    $ 189,020,349
                                                                     ===============  ===============

Other Information
Increase (decrease) in Fund shares
Shares outstanding at beginning of period .........................      10,289,694       10,273,464
                                                                     ---------------  ---------------
Shares issued to shareholders in reinvestment of dividends
   from net investment income .....................................          14,941           59,232
Shares repurchased ................................................         (29,000)         (43,002)
                                                                     ---------------  ---------------
Net increase (decrease) in Fund shares ............................         (14,059)          16,230
                                                                     ---------------  ---------------
Shares outstanding at end of period ...............................      10,275,635       10,289,694
                                                                     ===============  ===============
</TABLE>

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



                                       14
<PAGE>

FINANCIAL HIGHLIGHTS

The following table includes  selected data for a share  outstanding  throughout
each  period  and  other  performance  information  derived  from the  financial
statements and market price data.

<TABLE>
<CAPTION>
                                         Six Months
                                            Ended                         Years Ended December 31,
                                        June 30, 2000  ------------------------------------------------------
                                         (Unaudited)     1999        1998       1997         1996      1995
                                         -----------   ------------------------------------------------------
<S>                                         <C>         <C>         <C>         <C>         <C>        <C>
Net asset value, beginning of period ....   $18.37      $19.93      $20.29      $19.54      $19.94     $17.72
Income from investment operations:
  Income (a) ............................      .74        1.49        1.51        1.56        1.53       1.57
  Operating expenses ....................     (.06)       (.14)       (.14)       (.14)       (.15)      (.14)
                                            ------      ------      ------      ------      ------     ------
  Net investment income .................      .68        1.35        1.37        1.42        1.38       1.43
  Net realized and unrealized
   gain (loss) ..........................     (.17)      (1.55)       (.34)        .77        (.38)      2.19
                                            ------      ------      ------      ------      ------     ------
Total from investment operations ........      .51        (.20)       1.03        2.19        1.00       3.62
[GRAPHIC OMITTED] Less distributions from:
  Net investment income .................     (.33)      (1.36)      (1.37)      (1.44)      (1.40)     (1.40)
  Net realized gains from investment
   transactions .........................       --          --        (.02)         --          --         --
                                            ------      ------      ------      ------      ------     ------
                                              (.33)      (1.36)      (1.39)      (1.44)      (1.40)     (1.40)
                                            ------      ------      ------      ------      ------     ------
Net asset value, end of period ..........   $18.55      $18.37      $19.93      $20.29      $19.54     $19.94
                                            ======      ======      ======      ======      ======     ======
Per share market value, end of period ...   $16.13      $15.50      $19.75      $19.50      $17.38     $18.00
                                            ======      ======      ======      ======      ======     ======
Price range on New York Stock Exchange
  for each share of Common Stock
  outstanding during the period (Unaudited):
   High .................................   $16.13      $19.94      $20.38      $19.94      $19.50     $19.13
   Low ..................................   $15.06      $15.06      $18.75      $17.25      $16.75     $15.75
Total Investment Return
  Per share market value (%) ............     6.22      (14.90)       8.74       21.15        4.54      23.69
  Per share net asset value (%) (b) .....     3.16        (.05)       5.46       12.09        6.08      21.78
Ratios and Supplemental Data
Net assets, end of period ($ millions) ..      191         189         205         207         198        201
Ratio of operating expenses to
  average daily net assets (%) ..........      .70         .70         .70         .71         .76        .73
Ratio of net investment income to
  average daily net assets (%) ..........     7.42        7.01        6.83        7.17        7.07       7.45
Portfolio turnover rate (%) .............     71.6(c)     82.2(c)     49.8       162.2(c)     92.1       76.4
</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  assume  that  dividends  and  capital  gains
         distributions,  if any, were reinvested.  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   rates   including   mortgage   dollar  roll
         transactions were 262.3%, 208.9% and 218.1%, for the periods ended June
         30, 2000, December 31, 1999 and December 31, 1997, respectively.


                                       15
<PAGE>

NOTES TO FINANCIAL STATEMENTS
June 30, 2000 (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  purchased  with
         remaining  maturities  greater  than  sixty  days are valued by pricing
         agents approved by the officers of the Fund, whose  quotations  reflect
         broker/dealer   supplied  valuations  and  electronic  data  processing
         techniques.   If  the  pricing   agents  are  unable  to  provide  such
         quotations,  the most  recent  bid  quotation  supplied  by a bona fide
         market maker shall be used. Money market  investments  purchased with a
         remaining maturity of sixty days or less are valued at amortized cost.

         Equity  Securities  which are traded on U.S. or foreign stock exchanges
         are  valued as of the close of  regular  trading  on the New York Stock
         Exchange  at the most recent  sale price  reported  on the  exchange on
         which the security is traded most extensively. If no sale occurred, the
         security is then valued at the calculated  mean between the most recent
         bid and asked quotations. If there are no such bid and asked quotations
         the most recent bid quotation is used.  Securities quoted on the Nasdaq
         Stock Market ("Nasdaq"),  for which there have been sales are valued at
         the most recent sale price  reported.  If there are no such sales,  the
         value is the most recent bid quotation. Securities which are not quoted
         on Nasdaq but are traded in another  over-the-counter market are valued
         at  the  most  recent  sale  price,  or if no  sale  occurred,  at  the
         calculated  mean  between the most recent bid and asked  quotations  on
         such market.  If there are no such bid and asked  quotations,  the most
         recent bid quotation shall be used. All other  securities are valued at
         their fair value as determined in good faith by the Valuation Committee
         of the Board of Directors of the Fund.

         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 on a fixed date. The Fund receives  compensation
         as  consideration  for entering into the commitment to repurchase.  The
         compensation  is paid in the form of a fee which is 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.

         Federal  Income   Taxes--The  Fund's  policy  is  to  comply  with  the
         requirements  of the Internal  Revenue Code of 1986, as amended,  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.


                                       16
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)


         At  December  31,  1999,  the Fund  had a net tax  basis  capital  loss
         carryforward of  approximately  $4,433,000 which may be applied against
         any realized net taxable  capital gains of each  succeeding  year until
         fully  utilized  or until  December  31,  2007,  the  expiration  date,
         whichever occurs first.

         From  November 1, 1999 through  December 31,  1999,  the Fund  incurred
         approximately  $43,000 of net realized capital losses.  As permitted by
         tax  regulations,  the Fund  intends to elect to defer these losses and
         treat them as arising in the year ending December 31, 2000.

         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
Agreement (the  "Agreement")  with Scudder Kemper  Investments,  Inc.  ("Scudder
Kemper" or the  "Adviser"),  the Fund  agrees to pay the  Adviser  for  services
rendered,  an annual fee, payable  monthly,  equal to 0.50 of 1% of the value of
the net assets of the Fund up to and including  $150 million;  0.45 of 1% of the
value of the net assets of the Fund over $150  million  and up to and  including
$200  million;  and 0.40 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, 2000,  the fees pursuant to the  Agreement  amounted to $460,588,
equivalent  to an  effective  annualized  rate of  0.49% of the  Fund's  average
monthly net assets.

None of the Directors are affiliated with the Adviser.  For the six months ended
June 30, 2000, Directors' fees and expenses aggregated $36,036.



                                       17
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)


Note  C--PURCHASES  AND SALES OF INVESTMENTS.  For the six months ended June 30,
2000,  purchases  and sales of  investment  securities  (excluding  direct  U.S.
government   obligations,   short-term  investments  and  mortgage  dollar  roll
transactions)  aggregated $84,579,403 and $75,392,296,  respectively.  Purchases
and  sales of direct  U.S.  Government  obligations  aggregated  $3,278,184  and
$3,247,418,   respectively.   Purchases  and  sales  of  mortgage   dollar  roll
transactions aggregated $218,226,840 and $209,557,564, respectively.




                                       18
<PAGE>

STOCKHOLDER MEETING RESULTS (unaudited)

The Annual Meeting of Stockholders of Montgomery Street Income Securities,  Inc.
(the  "Company")  was held on July 13, 2000, at the offices of the Company,  101
California Street,  Suite 4100, San Francisco,  California 94111. At the Meeting
the following  matters were voted upon by the stockholders  (the resulting votes
for each matter are presented below):

1.       The election of five  Directors of the Company 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             8,701,411          134,766                0
Richard J. Bradshaw         8,702,302          133,875                0
Maryellie K. Johnson        8,702,908          133,269                0
Wendell G. Van Auken        8,703,876          132,301                0
James C. Van Horne          8,702,096          134,081                0

2.      Ratification or rejection of the action taken by the Board of Directors
        in selecting Ernst & Young LLP as the Company's independent auditors for
        the fiscal year ending December 31, 2000.

                                Number of Votes:
                                ----------------
            For          Against            Abstain            Broker Non-Votes*
            ---          -------            -------            ----------------

         8,701,715       46,176              88,287                    0

3.       Approval  or  disapproval  of the  continuance  of the  Management  and
         Investment  Advisory  Agreement  between the Company and Scudder Kemper
         Investments, Inc.

                                Number of Votes:
                                ----------------
            For          Against           Abstain             Broker Non-Votes*
            ---          -------           -------             ----------------
         8,614,397       91,899            129,881                     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 stockholders of the fund's Common Stock are offered the
opportunity of participating in a Dividend Reinvestment and Cash Purchase Plan
(the "Plan"). Registered stockholders, on request or on becoming registered
stockholders, 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. EquiServe is the agent (the "Plan Agent")
for stockholders who elect to participate in the Plan.

   If a stockholder chooses to participate in the Plan, the stockholder's
dividends and capital gains distributions will be promptly invested,
automatically increasing the stockholder'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 stockholder 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 stockholder 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 stockholder at the market price
per share on the Valuation Date. In either case, for federal income tax purposes
the stockholder 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 stockholder 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.

   Stockholders 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 stockholder's account. Such additional shares will be
purchased on the open market by the Plan Agent. The purchase price of shares
purchased on the open market, whether pursuant to a reinvestment of dividends
payable only in cash or a Voluntary Cash Investment, will be the average price
(including brokerage commissions) of all shares purchased by the Plan Agent on
the date such purchases are effected. In addition, stockholders may be charged a
service fee in an amount up to 5% of the value of the Voluntary Cash Investment.
Although subject to change, stockholders are currently charged $1 for each
Voluntary Cash Investment.

   Stockholders 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 stockholders 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, stockholders 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


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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
stockholders 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 EquiServe, P.O. Box 8209, Boston, MA 02266-8209, or by calling (800)
426-5523.


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