MONTGOMERY STREET INCOME SECURITIES INC
N-30D, 2000-03-03
Previous: MDU RESOURCES GROUP INC, 10-K, 2000-03-03
Next: MOORE PRODUCTS CO, 8-K, 2000-03-03



[MONTGOMERY LOGO]

MONTGOMERY
STREET
INCOME
SECURITIES
- ---
 4
- ---


Annual Report
December 31, 1999


SCUDDER
<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 0.37% for the quarter
ended  December  31,  1999.  The total NAV return of the fund  outperformed  the
unmanaged Lehman Brothers  Aggregate Bond Index, an index we use for comparative
purposes,  which had a total return of -0.12% for the quarter.  The December 31,
1999 NAV per share was  $18.37  versus  $18.99 at the end of the third  quarter.
During  the  quarter,  the fund paid two  dividends  of $0.34 per  share,  which
accounted for the decline in per share NAV.

The  market  price of the  fund's  shares,  which  trade  on the New York  Stock
Exchange,  was  $15.50 per share at the end of  December,  which  compared  with
$16.06 at the end of September  1999. The market price discount of the shares as
a percentage of the NAV remained slightly over 15% at quarter-end,  where it has
been for much of the latter half of 1999.  As discussed in our last  shareholder
letter,  closed-end funds, in general,  are trading at substantial  discounts to
NAV.

For the year ended December 31, the fund returned (.05%) based on NAV,  compared
to  the  Lehman  Brothers  Aggregate  Bond  Index's  (8.2%).  The  fund's  heavy
allocation to corporate bonds, which performed well for the year, helped returns
relative to the Index.

On December 10, 1999, the Board of Directors  declared a $0.34 dividend  payable
on December 30, 1999, to shareholders of record on December 21, 1999.

The Market and Economic Conditions

Interest  rates moved  sharply  higher  during the fourth  quarter,  with yields
rising 40 to 80 basis points along the yield curve. Much of the increase came in
December,  as it became apparent that any liquidity  concerns  surrounding  Year
2000 (Y2K) related events were unfounded.  The market  correctly  predicted that
there would be no need for the Federal Reserve to deviate from its  "tightening"
trend in response to any year-end  shocks.  In fact, the Federal  Reserve raised
the  overnight  Federal funds rate for the third time in 1999 on November 16, to
5.5%. In justifying the rate rise, the Fed cited the pace of economic  growth in
excess of its potential and the tightness of the labor markets.  Given the Fed's
vigilance on containing  inflation,  the yield curve  continued  its  flattening
trend, as shown in the following graph:

                           U.S. Treasury Yield Curve

THE ORIGINAL DOCUMENT CONTAINS A LINE CHART HERE

LINE CHART DATA:

          Years to       Fed Funds            Fed Funds
          Maturity        9/30/99             12/31/99

               0.25        4.846                5.312
               0.5         4.958                5.726
               1           5.178                5.962
               2           5.60                 6.235
               5           5.5756               6.342
              10           5.877                6.435
              30           6.053                6.479



                                       2
<PAGE>

The  removal  of  Y2K-related  concerns  proved  to be a boon  to the  mortgage,
corporate,  and asset-backed sectors in which the fund primarily invests. In the
fourth  quarter these  sectors  continued  their  recovery from earlier woes and
posted  higher  returns than their U.S.  Treasury  counterparts.  The  corporate
market  benefited  from the  strength  of the  economy  and  general  health  of
corporations,  as well as reduced  issuance of corporate  bonds.  The high yield
market,  in particular,  posted  impressive  returns for the quarter as investor
demand returned to the sector and yield spreads contracted.  The mortgage market
also  performed  well versus  Treasury  securities  as the higher  interest rate
environment reduced the supply of bonds and kept prepayments subdued.

The fund's  overweighted  position in these  sectors  accounted for the relative
outperformance  of the fund versus the Lehman  Aggregate  Index for the quarter.
This  performance  came despite the fund's  slightly  longer  duration  than the
Index.

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".

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

Source: Lehman Brothers

Corporate bonds had a very good quarter, relative to Treasuries, adding over 100
basis points to Treasury returns on a duration-adjusted  basis.  Limited supply,
continued  strong  economic  growth,  and a rising stock market  contributed  to
renewed investor confidence in the sector and a subsequent  compression of yield
spreads.  Valuations  remain  reasonable  relative to historical  norms,  but we
continue to place increased  scrutiny on individual  holdings at this late stage
of the economic  cycle.  Credit  quality has peaked,  and event risk has notably
increased  -- largely in  response to  earnings  disappointments  and merger and
acquisition  activity.  With  regard to  market  technicals,  the  supply/demand
characteristics of the corporate bond marketplace are overwhelmingly  favorable.
Corporate  issuance is expected  to decline as interest  rates trend  higher and
investor demand remains robust.

The mortgage  market also rebounded  from its poor mid-year  performance to post
strong relative returns for the quarter.  With interest rates rising  throughout
the year, the  underpinnings  for this showing have been in


                                       3
<PAGE>

place for some time.  Only with the improvement of other sectors,  however,  has
the focus returned to these fundamentals.  The higher mortgage rates experienced
throughout  the year have muted  prepayments  and thus  contributed  to mortgage
returns since mortgage  valuations are adversely affected by higher prepayments.
With little refinancing activity taking place, the supply of mortgage securities
has also been reduced, painting a favorable technical picture for the sector.

The Fund

The  duration of the fund as of December 31 was 5.5 years,  slightly  lower than
5.6  years  at  the  end of the  third  quarter.  (Duration  is a  measure  of a
portfolio's sensitivity to interest rates. If interest rates were to rise by 1%,
the value of a portfolio  with a duration  of 5.5 years  would  decline by about
5.5%.) In 1999,  the fund  initiated the use of leverage.  For the quarter,  the
fund  maintained  its  leveraged  position of about 16%,  which  continues to be
implemented via the use of mortgage  dollar rolls.  This leverage is intended to
capture the higher spreads of the securities in the portfolio. The average yield
advantage  to the fund over its cost of funds  declined to 2.6% from 3.0% in the
prior period,  resulting in about $0.01 per share in income. The decrease in the
benefit of the leverage was due to the rising cost of funds at year-end.

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

                                Sector Weightings

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

Asset-Backed           3.9%
Industrial            52.2%
Utility                5.9%
Finance               23.2%
Mortgage              26.3%
Treasury               3.0%
Preferred Stock        1.5%
Cash                 -16.0%


Corporate  securities  represented  81% of the  fund as of  year-end,  with  the
remainder   invested  in  government   agency-backed   mortgages,   asset-backed
securities,  U.S.  Treasuries,  and a small  weighting in preferred  stock.  New
investment   grade   issues   purchased   during  the  quarter   included:   Cox
Communications,  Williams Companies, Park Place Entertainment,  Lockheed Martin,
and  Tyco.   Investment   grade   issues  sold   during  the  quarter   included
Telecommunications  Inc., Unocal,  Cendant, ATT Capital, and Sprint. In the high
yield sector,  Comcast UK and International  Gaming were added, and Allied Waste
and Intermedia Communication were sold.

The fund's holdings in the oil and gas sectors (about 15% of the fund) continued
to benefit from rising oil prices and strong  year-over-year  earnings  released
during the quarter.  The media/cable sector (14% of the fund) also posted strong
relative  performance  for the  quarter.  Bank and finance  securities  comprise
roughly



                                       4
<PAGE>

20% of the fund, and are diversified across finance companies,  brokerage firms,
and domestic and Yankee banks.  Although rising interest rate  environments  are
not  traditionally  favorable  for bank and finance  companies,  fourth  quarter
earnings  have  come  in  very  solidly  and  we  remain  comfortable  with  the
fundamentals  of the sector.  The defense sector came under pressure  during the
quarter in reaction to missed  earnings  targets for both Lockheed and Raytheon.
Lockheed was purchased for the fund when  valuations  became very  attractive at
the  height  of the bad news.  We feel that the worst is over and that  Lockheed
remains a solid company as the world's largest defense contractor.

The fund's mortgage position totaled 26% at the end of the fourth quarter,  with
approximately  21% of this total in government issued  residential  pass-through
certificates and the balance in commercial  mortgage-backed  securities.  Of the
pass-through securities, approximately 16% were used in a mortgage roll strategy
to achieve leverage in the portfolio.  Besides providing an attractive source of
funds,  these securities also provided good relative returns during the quarter.
The  commercial  mortgage-backed  bonds the fund  held  benefited  from  renewed
interest in that sector,  given their high credit quality,  prepayment stability
and attractive yields.

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
just over 24% of its  assets  in these  categories.  Borden,  Inc.  (BB+  rated)
remained the largest below investment grade holding. The company, which produces
packaged food,  adhesives,  and housewares,  represented 2.0% of the total fund.
Average  quality for the overall  fund was A3, and the quality  breakdown at the
end of December is depicted in the bar graph below.

                                Quality Breakdown


THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

AAA                    6.5%
AA                    11.1%
A                     17.5%
BBB                   33.6%
BB                    16.1%
B                      7.4%
Cash                 -16.0%
Gov't/Agency          23.8%

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



                                       5
<PAGE>

calendar quarter. There were 15,000 shares repurchased during the fourth quarter
of 1999,  representing .15% of the outstanding  shares of the fund. Up to 15,000
shares may be repurchased during the first 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 21 of this report.

Portfolio Management Team

On July 30, 1999, the fund announced that Kelly D. Babson,  Kristin L. Bradbury,
and Almond G. Goduti had been named co-lead portfolio  managers of the fund, and
that Steven A. Wohler,  formerly  the lead  portfolio  manager of the fund,  had
retired from Scudder Kemper  Investments.  Ms. Babson has been  associated  with
Scudder Kemper  Investments  since 1994 and is currently a Managing  Director of
the Firm. Ms. Bradbury has been associated with Scudder Kemper Investments since
1993  and is  currently  a Vice  President  of the  Firm.  Mr.  Goduti  has been
associated with Scudder Kemper  Investments since 1996 and is currently a Senior
Vice President of the Firm. Prior to 1996, he was a Vice President and portfolio
manager of an unaffiliated  investment  management company. Ms. Bradbury and Mr.
Goduti have been members of the fund's portfolio  management team since 1995 and
1998, respectively.

Thank you for being a stockholder.

Sincerely,

/s/John T. Packard                             /s/Kelly D. Babson
John T. Packard                                Kelly D. Babson
President                                      Co-Lead Portfolio Manager


/s/Almond G. Goduti                            /s/Kristin L. Bradbury
Almond G. Goduti                               Kristin L. Bradbury
Co-Lead Portfolio Manager                      Co-Lead Portfolio Manager


This report is sent to stockholders 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 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.


                                       7
<PAGE>


SCHEDULE OF INVESTMENTS
December 31, 1999


<TABLE>
<CAPTION>
                                                                               Principal    Market
                                                                              Amount ($)   Value ($)
- ----------------------------------------------------------------------------------------------------
INTERMEDIATE-TERM BONDS -- 56.7%
(1 - 8 years)

<S>                                                                             <C>         <C>
U.S. Treasury Obligations -- 2.9%
        U.S. Treasury Note, 5.625%, 2/15/2006 ...............................   2,750,000   2,630,980
        U.S. Treasury Note, 6.25%, 2/15/2007 ................................     650,000     639,542
        U.S. Treasury Bond, 9.375%, 2/15/2006 ...............................   2,000,000   2,276,560
                                                                                          -----------
                                                                                            5,547,082
                                                                                          -----------
Collaterized Mortgage Obligations -- 4.2%
        DLJ Commercial Mortgage Corp., Series 1998-CG1 A1A, 6.11%, 12/10/2007   4,538,632   4,351,414
        First Union-Lehman Brothers-Bank of America , Series 1998-C2, 6.28%,
          6/18/2007 (d) .....................................................   3,793,545   3,660,919
                                                                                          -----------
                                                                                            8,012,333
                                                                                          -----------
Asset Backed -- 1.0%
        MBNA Master Credit Card Trust, Series 1999-I, 6.4%, 1/18/2005 .......   2,000,000   1,979,688
                                                                                          -----------
Consumer Discretionary -- 2.3%
  Hotels & Casinos
        Harrah's Operating Co., Inc., 7.875%, 12/15/2005 ....................   2,000,000   1,925,000
        Park Place Entertainment, 8.5%, 11/15/2006 ..........................   2,500,000   2,473,800
                                                                                          -----------
                                                                                            4,398,800
                                                                                          -----------
Consumer Staples -- 2.0%
  Food & Beverage
        The Great Atlantic & Pacific Tea Company, Inc., 7.7%, 1/15/2004 .....   3,825,000   3,673,301
                                                                                          -----------
Communications -- 2.5%
  Telephone/Communications
        LCI International Inc., 7.25%, 6/15/2007 ............................   2,000,000   1,922,940
        WorldCom, Inc., 6.400%, 8/15/2005 ...................................   3,000,000   2,873,490
                                                                                          -----------
                                                                                            4,796,430
                                                                                          -----------
Durables -- 2.4%
  Automobiles -- 1.5%
        Lear Corp., 7.96%, 5/15/2005 ........................................   3,000,000   2,860,200
                                                                                          -----------
  Aerospace -- 0.9%
        Lockheed Martin Corp. 7.95%, 12/1/2005 ..............................   1,700,000   1,701,360
                                                                                          -----------
Energy -- 4.5%
  Oilfield Services/Equipment -- 1.6%
        Petroleum Geo-Services, 7.5%, 3/31/2007 .............................   3,000,000   2,932,830
                                                                                          -----------
</TABLE>

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

                                       8
<PAGE>







<TABLE>
<CAPTION>
                                                                Principal    Market
                                                               Amount ($)   Value ($)
- -------------------------------------------------------------------------------------
<S>                                                            <C>         <C>
  Oil & Gas Production -- 2.9%
        Canadian Forest Oil Ltd., 8.75%, 9/15/2007 .........   2,000,000    1,940,000
        Louis Dreyfus Natural Gas Corp., 9.25%, 6/15/2004 ..   2,000,000    2,030,000
        Osprey Trust, 8.31%, 1/15/2003 .....................   1,500,000    1,489,800
                                                                          -----------
                                                                            5,459,800
                                                                          -----------
Financial -- 15.8%
  Banks -- 8.9%
        Associates Corp. of North America, 5.75%, 11/01/2003   3,000,000    2,861,430
        Bank of America, 9.875%, 6/1/2001 ..................   2,500,000    2,597,950
        Capital One Bank, 6.57%, 1/27/2003 (d) .............   3,000,000    2,908,200
        CIT Group Holdings Inc., 7.125%, 10/15/2004 ........   2,000,000    1,983,960
        Den Danske Bank, 6.55%, 9/15/2006 ..................   2,500,000    2,424,850
        Wachovia Corp., 6.7%, 6/21/2004 ....................   4,000,000    3,930,000
                                                                          -----------
                                                                           16,706,390
                                                                          -----------
  Consumer Finance -- 4.7%
        Ford Motor Credit Co., 7.5%, 1/15/2003 (d) .........   3,000,000    3,031,230
        IBM Credit Corp., 6.4%, 8/13/2001 ..................   3,000,000    2,978,100
        Sears Roebuck Acceptance, 6.38%, 11/21/2001 ........   3,000,000    2,938,110
                                                                          -----------
                                                                            8,947,440
                                                                          -----------
  Real Estate -- 2.2%
        GS Escrow Corp., 7%, 8/1/2003 ......................   3,000,000    2,755,253
        ProLogis Trust (REIT), 7.05%, 7/15/2006 ............   1,500,000    1,413,285
                                                                          -----------
                                                                            4,168,538
                                                                          -----------
Manufacturing -- 1.5%
  Diversified Manufacturing
        Tyco International Group S.A., 6.25%, 6/15/2003 ....   3,000,000    2,880,330
                                                                          -----------
Media -- 5.3%
  Cable Television
        Charter Communication Holdings LLC, 8.25%, 4/1/2007    2,500,000    2,312,500
        Presterto NTL Inc., 11.20%, 11/15/2007 .............   2,000,000    1,880,000
        Cox Communications, Inc., 7.75%, 8/15/2006 .........   2,000,000    2,019,440
        TCI-Communications, Inc., 8%, 8/1/2005 .............   3,500,000    3,603,635
                                                                          -----------
                                                                            9,815,575
                                                                          -----------
Service Industries -- 6.8%
  Environmental Services -- 1.3%
        Waste Management Inc., 8%, 4/30/2004 ...............   2,500,000    2,351,500
                                                                          -----------
  Miscellaneous Commercial Services -- 2.6%
        Comdisco Inc., 6%, 1/30/2002 (d) ...................   3,000,000    2,907,750
        Hertz Corp., 7.625%, 8/15/2007 .....................   2,000,000    2,002,600
                                                                          -----------
                                                                            4,910,350
                                                                          -----------
</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>
  Investments -- 2.9%
        Lehman Brothers Holdings, Inc., 7.25%, 10/15/2003 ..............................     3,000,000    2,961,900
        Merrill Lynch & Co., 5.71%, 1/15/2002 ..........................................     2,750,000    2,609,200
                                                                                                        -----------
                                                                                                          5,571,100
                                                                                                        -----------
Transportation -- 3.3%
  Airlines -- 2.5%
        Continental Airlines Inc., 9.5%, 12/15/2001 ....................................     2,000,000    2,007,500
        Northwest Airlines Corp., 8.52%, 4/7/2004 ......................................     3,000,000    2,757,270
                                                                                                        -----------
                                                                                                          4,764,770
                                                                                                        -----------
  Railroads -- 0.8%
        Union Pacific Corp., 6.7%, 12/1/2006 ...........................................     1,500,000    1,423,575
                                                                                                        -----------
Utilities -- 2.2%
  Electric Utilities
        CalEnergy Co., Inc, 7.23%, 9/15/2005 ...........................................     2,000,000    1,944,959
        Niagara Mohawk Power Corp., 7.25%, 10/1/2002 ...................................     2,268,293    2,257,661
                                                                                                        -----------
                                                                                                          4,202,620
                                                                                                        -----------
        TOTAL INTERMEDIATE-TERM BONDS (Cost $110,478,674) ..............................                107,104,012
                                                                                                        -----------
- -------------------------------------------------------------------------------------------------------------------
LONG-TERM BONDS -- 56.1%
(over 8 years)
U.S. Government Pass-Thru -- 20.7%
        Federal Home Loan Mortgage Corp., 7%, 1/15/2029 (c) (e) ........................     7,500,000    7,258,594
        Federal National Mortgage Association, 6.5%, 1/1/2029 (c) (e) ..................    14,000,000   13,203,750
        Federal National Mortgage Association, 7.5%, 1/1/2029 (c) (e) ..................    10,000,000    9,890,625
        Government National Mortgage Association Pass-thru, 7.5% with various maturities
          to 11/15/2027 (b) (d) ........................................................     8,915,592    8,815,291
                                                                                                        -----------
                                                                                                         39,168,260
                                                                                                        -----------
Asset Backed -- 2.9%
        Greentree Financial Corp., Series 1993-4 B1, 7.2%, 1/15/2019 (d) ...............     5,697,328    5,429,598
                                                                                                        -----------
Collaterized Mortgage Obligation -- 1.2%
        LB Commercial Conduit Mortgage Trust, Series 1998-C4, 6.21%, 10/15/2008 ........     2,500,000    2,300,781
                                                                                                        -----------
Communications -- 4.0%
  Telephone/Communications
        Crown Castle International Corp., 9.5%, 8/1/2011 ...............................       500,000      500,000
        Crown Castle International Corp., 9.5%, 8/1/2011 ...............................     1,500,000    1,500,000
        Level 3 Communications, 9.125%, 5/1/2008 .......................................     2,000,000    1,882,500
        McLeodUSA Inc., 8.125%, 2/15/2009 ..............................................     2,500,000    2,318,750
        Sprint Capital Corp., 6.125%, 5/1/2009 .........................................     4,000,000    1,450,688
                                                                                                        -----------
                                                                                                          7,651,938
                                                                                                        -----------
</TABLE>


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

                                       10
<PAGE>


<TABLE>
<CAPTION>
                                                            Principal   Market
                                                           Amount ($)  Value ($)
- --------------------------------------------------------------------------------
<S>                                                        <C>         <C>
Consumer Discretionary -- 2.3%
  Hotels & Casinos
        International Game Technology, 8.375%, 5/15/2009   1,500,000   1,440,000
        Tricon Global Restaurants, 7.65%, 5/15/2008 (d)    3,000,000   2,827,500
                                                                     -----------
                                                                       4,267,500
                                                                     -----------
Consumer Staples -- 1.9%
  Food & Beverage
        Borden Inc., 9.2%, 3/15/2021 ...................   4,000,000   3,597,040
                                                                     -----------
Energy -- 4.5%
  Oil & Gas Production -- 3.2%
        Anadarko Petroleum Corp., 7%, 11/15/2027 .......   3,000,000   2,623,620
        Unocal Corp., 9.4%, 2/15/2011 ..................   3,000,000   3,334,890
                                                                     -----------
                                                                       5,958,510
                                                                     -----------
  Oilfield Services/Equipment -- 1.3%
        Transocean Offshore, Inc., 8%, 4/15/2027 .......   2,500,000   2,523,425
                                                                     -----------
Financial -- 5.8%
  Banks -- 4.2%
        Bank of America Corp., 8.06%, 12/1/2026 ........   2,500,000   2,348,100
        Bank United Capital Trust, 10.25%, 12/31/2026 ..   1,500,000   1,335,000
        Merrill Lynch & Co., Inc., 6%, 2/17/2009 .......   1,500,000   1,344,765
        Royal Bank of Scotland, 7.375%, 4/29/2049 ......   3,000,000   2,881,560
                                                                     -----------
                                                                       7,909,425
                                                                     -----------
  Real Estate -- 1.6%
        ERP Operating L.P. Note, 7.57%, 8/15/2026 (d) ..   3,000,000   2,935,710
                                                                     -----------
Media -- 7.9%
  Broadcasting and Entertainment -- 0.9%
        Paramount Communications, Inc., 7.5%, 7/15/2023    2,000,000   1,780,480
                                                                     -----------
  Cable Television -- 4.7%
        AMFM Inc., 8.125%, 7/15/2009 ...................   2,000,000   2,005,000
        CSC Holdings, Inc., 8.125%, 7/15/2009 ..........   2,500,000   2,488,500
        Time Warner Inc., 9.125%, 1/15/2013 (d) ........   4,000,000   4,380,640
                                                                     -----------
                                                                       8,874,140
                                                                     -----------
  Print Media -- 2.3%
        News America Holdings Inc., 9.25%, 2/1/2013 (d)    4,000,000   4,353,120
                                                                     -----------
Technology -- 1.4%
  Military Electronics
        Raytheon Co, 6.15%, 11/1/2008 ..................   3,000,000   2,665,650
                                                                     -----------
Transportation -- 0.7%
  Airlines
        Continental Airlines, 6.545%, 2/2/2019 .........   1,499,357   1,362,705
                                                                     -----------
</TABLE>

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

                                       11
<PAGE>


SCHEDULE OF INVESTMENTS (continued)

<PAGE>


<TABLE>
<CAPTION>
                                                                                            Principal        Market
                                                                                            Amount ($)      Value ($)
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>        <C>
Utilities -- 2.8%
  Natural Gas Distributors
        ANR Pipeline Co., debenture, 9.625%, 11/1/2021 .................................      2,000,000    2,329,240
        Williams Companies, Inc., 6.25%, 7/15/2019 .....................................      3,000,000    2,882,820
                                                                                                         -----------
                                                                                                           5,212,060
                                                                                                         -----------
        TOTAL LONG-TERM BONDS (Cost $109,973,750) ......................................                 105,990,342
                                                                                                         -----------
- ---------------------------------------------------------------------------------------------------------------------
WARRANTS -- 0.0%
        Walden Residential Properties, Inc. Warrants* (cost $0) ........................         80,000          800
                                                                                                         -----------
- ---------------------------------------------------------------------------------------------------------------------
                                                                                                Shares
                                                                                                ------
PREFERRED STOCK -- 0.6%
        Walden Residential Properties Inc., preferred (Cost $2,000,000) ................         80,000    1,245,000
                                                                                                         -----------
- ---------------------------------------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCK -- 0.8%
        United Dominion Realty Trust Inc. "A" (REIT), 9.25%, 4/24/2000 (Cost $2,000,000)         80,000    1,560,000
                                                                                                         -----------
- ---------------------------------------------------------------------------------------------------------------------
        TOTAL INVESTMENT PORTFOLIO-- 114.2% (Cost $224,452,424) (a) ....................                 215,900,154
        OTHER ASSETS AND LIABILITIES, NET-- (14.2%) ....................................                 (26,879,805)
                                                                                                         -----------
        NET ASSETS-- 100.0% ............................................................                 189,020,349
                                                                                                         ===========
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

*        Non-income producing

(a)      The cost for federal income tax purposes was $224,588,864.  At December
         31, 1999, net unrealized  depreciation  for all securities based on tax
         cost was  $8,688,710.  This  consisted  of aggregate  gross  unrealized
         appreciation  for all securities in which there was an excess of market
         value  over  tax  cost  of  $665,811  and  aggregate  gross  unrealized
         depreciation  for all  securities  in which  there was an excess of tax
         cost over market value of $9,354,521.

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

(c)      Mortgage dollar roll

(d)      At December 31, 1999,  these securities and pools, in part or in whole,
         have been segregated to cover mortgage dollar rolls.

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


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

                                       12
<PAGE>




STATEMENT OF ASSETS AND LIABILITIES
December 31, 1999



<TABLE>
<CAPTION>
ASSETS
<S>                                                                                <C>
   Investments, at market (identified cost $224,452,424) .......................   $ 215,900,154
   Cash ........................................................................         428,757
   Interest and dividends receivable ...........................................       4,782,496
   Other assets ................................................................          32,534
                                                                                   -------------
                                                            Total Assets             221,143,941
                                                                                   -------------

LIABILITIES
   Payables for investments purchased --
      mortgage dollar roll ......................................   $  31,843,938
   Accrued management fee .......................................          84,114
   Other payables and accrued expenses ..........................         195,540
                                                                    -------------
                                                       Total Liabilities              32,123,592
                                                                                   -------------
      NET ASSETS, at market value ..............................................     189,020,349
                                                                                   =============

NET ASSETS Net assets consist of:
      Accumulated distributions in excess of net investment
      income ...................................................................   $     (13,780)
      Net unrealized appreciation (depreciation) on investments ................      (8,552,270)
      Accumulated net realized gain (loss) .....................................      (3,446,162)
      Paid-in capital ..........................................................     201,032,561
                                                                                   -------------
      NET ASSETS, at market value ..............................................   $ 189,020,349
                                                                                   =============

NetAsset  Value Per  Share  ($189,020,349 / 10,289,694  shares of
   common stock outstanding, $.001 par value, 30,000,000
   shares authorized) ..........................................................   $       18.37
                                                                                   =============
</TABLE>


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

                                       13
<PAGE>
STATEMENT OF OPERATIONS
Year Ended December 31, 1999



INVESTMENT INCOME
   Income:
      Interest .......................................              $14,922,790
      Dividends ......................................                  369,000
                                                                    -----------
                                                                     15,291,790

   Expenses:
      Management and investment advisory fee .......     $ 967,539
      Directors' fees and expenses .................        69,402
      Services to shareholders .....................        84,167
      Custodian ....................................        13,618
      Reports to shareholders ......................       103,495
      Auditing .....................................        60,198
      Legal ........................................        47,916
      State franchise tax ..........................           172
      Other ........................................        42,998    1,389,505
                                                         ---------  -----------
                       Net Investment Income                         13,902,285
                                                                    -----------

REALIZED AND  UNREALIZED  GAIN (LOSS) ON  INVESTMENTS
     Net realized  gain (loss) from:
      Investment securities ........................                 (3,315,571)
                                                                    -----------
     Net unrealized appreciation (depreciation) during
      the period on:

      Investment securities ........................                (12,613,541)
                                                                    -----------
   Net gain (loss) on investments ..................                (15,929,112)
                                                                    -----------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS .................................            $    (2,026,827)
                                                                ================


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

                                       14
<PAGE>

<TABLE>
<CAPTION>

STATEMENTS OF CHANGES IN NET ASSETS

                                                                           Year Ended December 31,
INCREASE (DECREASE) IN NET ASSETS                                          1999               1998
                                                                    ------------------ ------------------
Operations:
<S>                                                                   <C>              <C>
Net investment income .............................................   $  13,902,285    $  13,969,899
Net realized gain (loss) from investment transactions and foreign
   currency related transactions during the period ................      (3,315,571)         182,309
Net unrealized appreciation (depreciation) on investments and
   foreign currency related transactions during the period ........     (12,613,541)      (3,515,703)
                                                                      --------------   --------------
Net increase (decrease) in net assets resulting from operations ...      (2,026,827)      10,636,505
                                                                      --------------   --------------
Dividends to shareholders from:
   Net investment income ..........................................     (13,971,722)     (14,027,923)
                                                                      --------------   --------------
   Net realized gains on investment transactions ..................              --         (205,189)
                                                                      --------------   --------------
Fund share transactions:
   Reinvestment of dividends from net investment income ...........         985,139        1,050,337
   Cost of shares repurchased .....................................        (735,673)              --
                                                                      --------------   --------------
Net increase (decrease) in net assets from Fund share
   transactions ...................................................         249,466        1,050,337
                                                                      --------------   --------------
Increase (decrease) in net assets .................................     (15,749,083)      (2,546,270)
Net assets at beginning of period .................................     204,769,432      207,315,702
                                                                      --------------   --------------
Net assets at end of period (including accumulated distributions in
   excess of net investment income of $13,780 and undistributed net
   investment income of $247,069, respectively) ...................   $ 189,020,349    $ 204,769,432
                                                                      ==============   ==============

Other Information
Increase (decrease) in Fund shares
Shares outstanding at beginning of period .........................      10,273,464       10,219,267
                                                                      --------------   --------------
Shares issued to shareholders in reinvestment of dividends
   from net investment income .....................................          59,232           54,197
Shares repurchased ................................................         (43,002)              --
                                                                      --------------   --------------
Net increase (decrease) in Fund shares ............................          16,230           54,197
                                                                      --------------   --------------
Shares outstanding at end of period ...............................      10,289,694       10,273,464
                                                                      ==============   ==============
</TABLE>


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


                                       15
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                   Years Ended December 31,
                                                                    ---------------------------------------------------
                                                                   1999        1998      1997          1996       1995
                                                                   ---------------------------------------------------
<S>                                                                <C>        <C>        <C>           <C>        <C>
Net asset value, beginning of period ......................       $19.93     $20.29     $19.54        $19.94     $17.72
Income from investment operations:
  Income (a) ..............................................         1.49       1.51       1.56          1.53       1.57
  Operating expenses ......................................         (.14)      (.14)      (.14)         (.15)      (.14)
                                                                  -------    -------    -------       -------    -------
  Net investment income ...................................         1.35       1.37       1.42          1.38       1.43
  Net realized and unrealized
   gain (loss) ............................................        (1.55)      (.34)       .77          (.38)      2.19
                                                                  -------    -------    -------       -------    -------
Total from investment operations ..........................         (.20)      1.03       2.19          1.00       3.62
                                                                  -------    -------    -------       -------    -------
Less distributions from:
  Net investment income ...................................        (1.36)     (1.37)     (1.44)        (1.40)     (1.40)
  Net Realized gains from investment
   transactions ...........................................           --       (.02)        --            --         --
                                                                  -------    -------    -------       -------    -------
                                                                   (1.36)     (1.39)     (1.44)        (1.40)     (1.40)
                                                                  -------    -------    -------       -------    -------
Net asset value, end of period ............................        $18.37    $19.93      $20.29       $19.54     $19.94
                                                                  =======    =======    =======       =======    =======
Per share market value, end of period .....................        $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 ...................................................        $19.94    $20.38      $19.94       $19.50     $19.13
   Low ....................................................        $15.06    $18.75      $17.25       $16.75     $15.75
Total Investment Return
  Per share market value (%) ..............................       (14.90)      8.74      21.15          4.54      23.69
  Per share net asset value (%) (b) .......................         (.05)      5.46      12.09          6.08      21.78
Ratios and Supplemental Data
Net assets, end of period ($ millions) ....................          189        205        207           198        201
Ratio of operating expenses to
  average daily net assets (%) ............................          .70        .70        .71           .76        .73
Ratio of net investment income to
  average daily net assets (%) ............................         7.01       6.83       7.17          7.07       7.45
Portfolio turnover rate (%) ...............................         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 assumes 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 208.9% and 218.1%, for the periods ended December 31, 1999, and
     December 31, 1997, respectively.


                                       16
<PAGE>



NOTES TO FINANCIAL STATEMENTS

December 31, 1999

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.


                                       17
<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 year ended
December  31, 1999,  the fees  pursuant to the  Agreement  amounted to $967,539,
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 year  ended
December 31, 1999, Directors' fees and expenses aggregated $69,402.


                                       18
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)


Note  C--PURCHASES  AND SALES OF  INVESTMENTS.  For the year ended  December 31,
1999,  purchases  and sales of  investment  securities  (excluding  direct  U.S.
government   obligations,   short-term  investments  and  mortgage  dollar  roll
transactions) aggregated $214,107,514 and $168,215,010,  respectively. Purchases
and  sales of direct  U.S.  Government  obligations  aggregated  $4,584,141  and
$8,521,059,   respectively.   Purchases  and  sales  of  mortgage   dollar  roll
transactions aggregated $272,321,875 and $272,623,906, respectively.


                                       19
<PAGE>



Report of Ernst & Young LLP,
Independent Auditors

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

     We have audited the  accompanying  statement of assets and  liabilities  of
     Montgomery  Street Income  Securities,  Inc.  (the  "Fund"),  including the
     schedule of investments, as of December 31, 1999, and the related statement
     of  operations  for the year then ended,  the  statements of changes in net
     assets  for  each  of the two  years  in the  period  then  ended,  and the
     financial  highlights  for each of the five years in the period then ended.
     These financial  statements and financial highlights are the responsibility
     of the Fund's  management.  Our  responsibility is to express an opinion on
     these financial statements and financial highlights based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
     accepted in the United  States.  Those  standards  require that we plan and
     perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
     financial   statements  and  financial  highlights  are  free  of  material
     misstatement.  An  audit  includes  examining,  on a test  basis,  evidence
     supporting  the amounts and  disclosures  in the financial  statements  and
     financial  highlights.  Our procedures included  confirmation of securities
     owned as of December 31, 1999,  by  correspondence  with the  custodian and
     brokers.  An audit also includes  assessing the accounting  principles used
     and  significant  estimates made by  management,  as well as evaluating the
     overall  financial  statement  presentation.  We  believe  that our  audits
     provide a reasonable basis for our opinion.

     In our opinion,  the financial statements and financial highlights referred
     to above present fairly, in all material  respects,  the financial position
     of Montgomery  Street  Income  Securities,  Inc. at December 31, 1999,  the
     results of its operations  for the year then ended,  the changes in its net
     assets  for  each  of the two  years  in the  period  then  ended,  and the
     financial  highlights  for each of the five years in the period then ended,
     in conformity with accounting  principles  generally accepted in the United
     States.

     Boston, Massachusetts                                  /s/Ernst & Young LLP
     February 14, 2000


                                       20
<PAGE>


1.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 equalthe 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


                                       21
<PAGE>


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.


                                       22
<PAGE>


                                   This Page
                                  intentionally
                                   left blank.
<PAGE>

<PAGE>

          DIRECTORS   JOHN C. ATWATER
                      RICHARD J. BRADSHAW
                      MARYELLIE K. JOHNSON
                      WENDELL G. VAN AUKEN
                      JAMES C. VAN HORNE
                        Chairman

           OFFICERS   JOHN T. PACKARD
                        President
                      KELLY D. BABSON
                        Vice President
                      KRISTIN L. BRADBURY
                        Vice President
                      ALMOND G. GODUTI
                        Vice President
                      BRUCE H. GOLDFARB
                        Vice President and
                        Assistant Secretary
                      JOHN R. HEBBLE
                        Treasurer
                      MAUREEN E. KANE
                        Vice President and Secretary
                      KATHRYN L. QUIRK
                        Vice President and
                        Assistant Secretary

         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
                      Three Embarcadero Center
                      Seventh Floor
                      San Francisco, CA 94111

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





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