N-CSRS 1 msi.htm SEMIANNUAL REPORT

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM N-CSRS

Investment Company Act file number 811-2341

                    MONTGOMERY STREET INCOME SECURITIES, INC.
                    -----------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                       101 California Street, Suite 4500
                            San Francisco, CA 94111
                  --------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's Telephone Number, including Area Code: (212) 454-7190
                                                            --------------

                                  Paul Schubert
                                 345 Park Avenue
                               New York, NY 10154
                     ---------------------------------------
                     (Name and Address of Agent for Service)

Date of fiscal year end:        12/31

Date of reporting period:       06/30/2005



ITEM 1.  REPORT TO STOCKHOLDERS

Montgomery Street
Income Securities, Inc.

Semiannual Report to Stockholders

June 30, 2005

Portfolio Management Review

 

 

The investments of Montgomery Street Income Securities, Inc. (the "fund") provided a total return based on net asset value (NAV) of 2.73% for the six-month period ended June 30, 2005.1 The return of the fund's NYSE-traded shares was 0.59% for the same period. The total NAV return of the fund slightly outperformed the return of the unmanaged Lehman Brothers Aggregate Bond Index, which posted a total return of 2.51% for the six-month period.2 Past results are not necessarily indicative of the future performance of the fund. Investment return and principal value will fluctuate.

1 Total return based on net asset value reflects changes in the fund's net asset value during each period. Total return based on market value reflects changes in market value. Each figure assumes that dividend and capital gains, if any, were reinvested. These figures will differ depending upon the level of any discount from or premium to NAV at which the fund's share traded during the period.

2 The Lehman Brothers Aggregate Bond Index is an unmanaged index representing domestic taxable investment grade bonds, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities with average maturities of one year or more. Index returns assume reinvestment of dividends, and unlike fund returns, do not reflect fees or expenses. It is not possible to invest directly into an index.

The fund paid a quarterly dividend of $0.29 on July 29, 2005. The fund's market price stood at $18.17 as of June 30, 2005, compared with $18.36 on December 31, 2004. The market price discount of the shares, as a percentage of NAV, was 8.37% on June 30, 2005. Shares of closed-end funds frequently trade at a discount to net asset value. The price of the fund's shares is determined by a number of factors, several of which are beyond the control of the fund. Therefore, the fund cannot predict whether its shares will trade at, below or above net asset value.

In the following interview, Portfolio Manager Gary Bartlett discusses the market environment and strategy in managing the fund during the six-month period ended June 30, 2005.

Q:  How did the bond market perform during the period?

A:  The conundrum of falling long-term rates in the face of the tightening policy of the US Federal Reserve Board (the "Fed") persisted during the second quarter of 2005. The result was a further flattening of the yield curve. The yield on the 10-year Treasury note, after initially rising (peaking at 4.64% on March 22), ended the period at 3.92% (down 31 basis points — or 31 hundredths of a percentage point — for the full period). In contrast, the yield on the two-year Treasury note continued its steady climb, ending the period up 57 basis points to 3.64%. The falling prices of short-term bonds was not surprising given that the Fed increased the federal funds rate a full percentage point in four quarter-point moves during the period, bringing the benchmark rate to 3.25% on June 30, 2005.

Despite a rebound late in the period, both investment- grade and high-yield corporate bonds significantly underperformed Treasuries. Corporates came under pressure in March and April due to 1) concerns that the Fed would begin to tighten more aggressively, 2) an increase in shareholder-friendly activity by issuers (mergers and acquisitions, special dividends, etc.) and 3) contagion related to the dramatic underperformance of bonds issued by Ford Motor Corp. and General Motors Corp. The tone in the corporate market quickly improved, however, as a result of its continued strong fundamentals, an orderly transition of Ford and GM from the investment-grade to the high-yield market and the fact that the Fed tightening remained measured. Low volatility and strong demand, particularly from abroad, helped mortgage-backed and asset-backed securities outperform similar-duration Treasuries.

Q:  What factors helped and hurt fund performance, and how is the fund positioned?

A:  Security and sector selection in the corporate market had the largest positive impact on returns. Our bottom-up security analysis resulted in overweights in the utility and finance sectors, which helped performance. The fund's defensive posture in the auto sector was of particular note, as that sector dramatically underperformed for the period. The portfolio was underweight in the underperforming issues of Ford and GM early in the reporting period. Performance was later boosted by the fact that we elected to maintain some exposure to these credits — primarily through short-dated paper — when they performed well later in the period. On the negative side, we were somewhat early in adding exposure to the corporate sector when prices fell and yield spreads widened early in the second quarter, and this detracted from returns.

The fund's mortgage-backed holdings continue to emphasize securities with prepayment characteristics more stable than the overall market. With interest rates rallying sharply during the second quarter — an event that typically results in rising prepayments — this strategy proved beneficial as the portfolio's holdings outperformed on balance. The low volatility environment created opportunities in high-quality structured mortgage-backed securities (i.e., collateralized mortgage obligations, or CMOs) in recent quarters, and we therefore increased exposure to that part of the market.

Commercial mortgage-backed securities (CMBS) also helped performance as this was the best performing sector relative to Treasuries during the period. The sector had a record amount of new supply come to the market recently, and we added to the fund's overweight position as this supply created value in certain CMBS issues.

The fund benefited from its position in asset-backed securities. Strong demand for high-quality, shorter-maturity, dollar-denominated assets supported yield spreads at their historically narrow levels in relation to Treasuries. We pared the portfolio's holdings in this area on strength early in the period but added back to the overweight in the second quarter, which was a positive for performance.

The portfolio's allocation to the high-yield sector detracted from returns. However, our decision to reduce exposure on strength prior to the sell-off in the first quarter, meaning that we had a lower weighting coming into the second quarter, proved beneficial given that the sector underperformed. With below investment-grade bonds continuing to perform well into July, we are opportunistically reducing exposure as the risk/return outlook has become somewhat less favorable in our view.

The fund continued to be managed with leverage. Leverage is created primarily through mortgage "dollar roll" transactions, whereby mortgage pass-through securities are sold for current delivery (at the prevailing market price), and corresponding purchases are simultaneously made at a somewhat lower price for future settlement. The sale proceeds are then invested in additional securities for the portfolio. The fund's use of leverage added modestly to performance during the perod.

US Treasury Bond Yield Curve (as of 12/31/04 and 6/30/05)

msi_g10k110

 

Source: Bloomberg as of 6/30/05

Performance is historical and does not guarantee future results.

Quality Distribution

 

msi_pie100

[]

[]

[]

[]

[]

[]

[]

[]

[]

AAA

AA

A

BBB

BB

B

Treasuries

Agencies

Not Rated

20%

1%

10%

15%

8%

10%

4%

31%

1%

 

As of June 30, 2005

Quality distribution is subject to change.

Percentages are based on total market value of the investment portfolio.

The quality ratings represent the lower of Moody's Investor Services, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P") credit ratings. The ratings of Moody's and S&P represent these companies' opinions as to the quality of the securities they rate. Ratings are relative and subjective and not absolute standards of quality. The fund's credit quality does not remove market risk.

Q:  What are your general thoughts on the state of the bond market?

A:  Market psychology has shifted from resisting the low interest rate environment to searching for a rationale for its continued existence. The current environment — characterized by low rates, a flat yield curve and tight spreads — is quite a challenging one.

We believe the steadfast application of a disciplined duration-neutral strategy, while focusing on the exploitation of price dislocations at the security level, has been the basis of our consistent long-term performance. Shifting tides of economic growth, inflation, monetary and fiscal policy, relative currency valuations, supply and demand in various market sectors, etc., create tactical opportunities at the security level in all market environments, whether volatile or sanguine. We believe this will continue to be the case as the tides shift in upcoming quarters.

Sector Distribution

msi_pieF0

[]

[]

 

[]

[]

[]

 

Corporate Bonds

US Government Agency
Sponsored Pass-Throughs

US Government Backed

Asset Backed

Collateralized Mortgage
Obligations

39%


22%

3%

12%


9%

[]

[]

 

[]

 

Municipal Investments

Foreign Bonds — US$
Denominated

Repurchase Agreements

7%


7%

1%

As of June 30, 2005

Sector distribution is subject to change.

Percentages are based on total market value of the investment portfolio.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market and other conditions and should not be construed as a recommendation.

Fund shares are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Fund shares involve investment risk, including possible loss of principal.

Past performance is no guarantee of future results.

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.

Other Information

 

 

Dividend Paid

The fund paid a dividend of $0.29 per share on April 29, 2005 and a dividend of $0.29 on July 29, 2005. Investment income earned by the fund has been reduced over time due to several factors, not the least of which is the overall impact of the current prolonged lower interest rate environment. Additionally, the further flattening of the yield curve during the first half of the year has reduced the income realized from mortgage-backed securities dollar rolls, particularly during the latest quarter. The decision to maintain a higher quality portfolio in light of narrow credit spreads has also acted to reduce current income in the short term in order to help protect principal.

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 12,000 shares repurchased during the first quarter of 2005 and 12,000 shares repurchased during the second quarter. Up to 12,000 shares may be repurchased during the third quarter of 2005.

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 gain distributions in the shares of the fund. Stockholders who participate in the Plan can also purchase additional shares of the fund through the Plan's voluntary cash investment feature. We recommend that you consider enrolling in the Plan to build your investment. The Plan's features, including the voluntary cash investment feature, are described beginning on page 39 of this report.

Investment Portfolio

Following the fund's first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on our Web site — www.montgomerystreetincome.com — or on the SEC's Web site — www.sec.gov, and it also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the SEC's Public Reference Room may be obtained by calling (800) SEC-0330.

Proxy Voting

Information about how the fund voted any proxies related to its portfolio securities during the 12-month period ended June 30 is available on our Web site — www.montgomerystreetincome.com (type "proxy voting" in the search field) — or on the SEC's Web site — www.sec.gov.

Reports to Stockholders

To reduce costs, the fund is no longer producing first and third quarter reports to stockholders. Those stockholders who wish to view the fund's complete portfolio holdings listing for the first and third quarters may view the Form N-Q, as described above in the "Investment Portfolio" section of this report. The fund's annual and semiannual reports to stockholders will continue to be mailed to stockholders, and are also available on our Web site — www.montgomerystreetincome.com.

Net Asset Value

The fund's NAV is available daily on our Web site — www.montgomerystreetincome.com. The fund's NAV is published weekly on Monday and the fund's market value is published every weekday in The Wall Street Journal under the heading "Closed End Funds." The fund's market value is also published daily in The New York Times and weekly in Barron's. The fund's NAV is also published weekly in Barron's.

Change in Independent Registered Public Accounting Firm

At a meeting held on April 8, 2005, based on Audit Committee recommendations and approvals, the full Board of Directors unanimously voted to dismiss E&Y and to approve PricewaterhouseCoopers LLP as the Fund's independent auditors for the fiscal year ending December 31, 2005 to examine the Fund's books and accounts and to certify the Fund's financial statements.

Investment Objectives and Policies

 

 

Investment Objectives

Your fund is a closed-end diversified management investment company registered under the Investment Company Act of 1940 (the "1940 Act"), 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:

Under normal circumstances, the fund will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in income producing securities.1

1 The fund will provide stockholders with at least 60 days' notice prior to making any changes to this 80% investment policy. The Fund invests in mortgage dollar rolls which is treated as a borrowing for reporting purposes.

At least 70% of total assets must be invested in: straight debt securities (other than municipal securities), including US dollar-denominated debt securities of foreign issuers, rated within the four highest grades assigned by Moody's Investors Service, Inc. or Standard & Poor's Corporation; bank debt of comparable quality; US 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 other US or foreign straight debt securities; convertible securities; and preferred stocks.

Not more than 25% of total assets may be invested in securities of any one industry (finance companies as a whole are not 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 US 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 lend its portfolio securities to the extent permitted under the 1940 Act, as it may be amended, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

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

The fund may enter into forward foreign currency sale contracts to hedge portfolio positions, provided, among other things, that such contracts have a maturity of one year or less 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.

It is the intention of the fund to invest exclusively in non-voting securities. Under normal circumstances, the fund does not intend to exercise conversion, exchange or other rights to purchase common stock or other equity securities, or otherwise to hold voting securities. In the unlikely event that the fund does come into possession of any voting securities, the fund intends to dispose of such securities as soon as it is reasonably practicable and prudent to do so.

Investment Portfolio as of June 30, 2005 (Unaudited)

 

 

 

Principal Amount ($)

Value ($)

 

 

Corporate Bonds 45.8%

Consumer Discretionary 5.4%

155 East Tropicana LLC/Finance, 144A, 8.75%, 4/1/2012 (d)

145,000

141,013

Adesa, Inc., 7.625%, 6/15/2012

100,000

101,500

Auburn Hills Trust, 12.375%, 5/1/2020

103,000

155,945

AutoNation, Inc., 9.0%, 8/1/2008

145,000

158,413

Aztar Corp., 7.875%, 6/15/2014 (d)

260,000

274,950

Cablevision Systems New York Group, Series B, 7.89%*, 4/1/2009

135,000

135,338

Caesars Entertainment, Inc.:

 

 

8.875%, 9/15/2008

115,000

128,369

9.375%, 2/15/2007

135,000

145,125

Comcast MO of Delaware, Inc., 9.0%, 9/1/2008

1,326,000

1,502,858

Cooper Standard Automotive, Inc., 8.375%, 12/15/2014 (d)

200,000

158,000

CSC Holdings, Inc.:

 

 

7.25%, 7/15/2008

105,000

105,262

7.875%, 12/15/2007

270,000

278,775

DaimlerChrysler NA Holding Corp., 4.75%, 1/15/2008

365,000

366,410

Dex Media East LLC/Financial, 12.125%, 11/15/2012

596,000

713,710

Dura Operating Corp., Series B, 8.625%, 4/15/2012 (d)

110,000

99,000

EchoStar DBS Corp., 6.625%, 10/1/2014

115,000

113,563

Foot Locker, Inc., 8.5%, 1/15/2022

155,000

170,112

Ford Motor Co., 7.45%, 7/16/2031

20,000

16,696

Gregg Appliances, Inc., 144A, 9.0%, 2/1/2013

105,000

98,438

ITT Corp., 7.375%, 11/15/2015

160,000

178,000

Jacobs Entertainment, Inc., 11.875%, 2/1/2009

340,000

366,775

Liberty Media Corp.:

 

 

5.7%, 5/15/2013 (d)

245,000

227,875

7.875%, 7/15/2009

10,000

10,672

8.5%, 7/15/2029

10,000

10,103

Mandalay Resort Group, 6.5%, 7/31/2009 (d)

105,000

107,363

Mediacom LLC, 9.5%, 1/15/2013 (d)

190,000

189,525

MGM MIRAGE:

 

 

6.0%, 10/1/2009

200,000

201,000

8.375%, 2/1/2011 (d)

320,000

348,800

9.75%, 6/1/2007

155,000

167,981

MTR Gaming Group, Inc., Series B, 9.75%, 4/1/2010

75,000

81,375

NCL Corp., 144A, 11.625%, 7/15/2014

160,000

168,400

Petro Stopping Centers, 9.0%, 2/15/2012

260,000

261,300

Premier Entertainment Biloxi LLC/Finance, 10.75%, 2/1/2012

195,000

189,150

PRIMEDIA, Inc.:

 

 

8.638%*, 5/15/2010

240,000

250,800

8.875%, 5/15/2011

245,000

256,637

Resorts International Hotel & Casino, Inc., 11.5%, 3/15/2009

230,000

261,912

Restaurant Co., 11.25%, 5/15/2008

170,826

170,826

Schuler Homes, Inc., 10.5%, 7/15/2011

350,000

385,875

Sinclair Broadcast Group, Inc.:

 

 

8.0%, 3/15/2012

375,000

384,375

8.75%, 12/15/2011

195,000

204,750

Sonic Automotive, Inc., Series B, 8.625%, 8/15/2013

145,000

146,450

TCI Communications, Inc., 8.75%, 8/1/2015

35,000

44,897

Tele-Communications, Inc., 10.125%, 4/15/2022

191,000

280,142

Toys "R" Us, Inc., 7.375%, 10/15/2018

145,000

117,450

TRW Automotive, Inc., 11.0%, 2/15/2013 (d)

345,000

396,750

United Auto Group, Inc., 9.625%, 3/15/2012

250,000

266,875

Wheeling Island Gaming, Inc., 10.125%, 12/15/2009

110,000

116,600

Williams Scotsman, Inc., 9.875%, 6/1/2007

340,000

341,700

Wynn Las Vegas LLC, 144A, 6.625%, 12/1/2014

200,000

194,500

11,192,335

Consumer Staples 0.4%

Agrilink Foods, Inc., 11.875%, 11/1/2008

75,000

77,531

Alliance One International, Inc., 144A, 11.0%, 5/15/2012

175,000

180,250

GNC Corp., 144A, 8.625%, 1/15/2011

35,000

32,375

Pinnacle Foods Holding Corp., 8.25%, 12/1/2013 (d)

110,000

98,450

Swift & Co.:

 

 

10.125%, 10/1/2009

165,000

179,850

12.5%, 1/1/2010

60,000

66,975

Viskase Co., Inc., 11.5%, 6/15/2011

190,000

205,200

840,631

Energy 4.2%

Chesapeake Energy Corp., 6.875%, 1/15/2016

75,000

78,188

CITGO Petroleum Corp., 6.0%, 10/15/2011

255,000

254,362

Dynegy Holdings, Inc., 144A, 9.875%, 7/15/2010

255,000

281,775

Edison Mission Energy, 7.73%, 6/15/2009

545,000

574,294

El Paso Production Holding Corp., 7.75%, 6/1/2013

175,000

186,812

Enterprise Products Operating LP, 6.375%, 2/1/2013 (d)

2,000,000

2,167,142

FirstEnergy Corp., Series C, 7.375%, 11/15/2031

2,000,000

2,444,756

National Fuel Gas Co., 6.7%, 11/21/2011

1,000,000

1,101,562

Newpark Resources, Inc., Series B, 8.625%, 12/15/2007

255,000

252,450

Southern Natural Gas, 8.875%, 3/15/2010

170,000

186,478

Stone Energy Corp.:

 

 

6.75%, 12/15/2014

90,000

87,525

8.25%, 12/15/2011

290,000

303,775

Whiting Petroleum Corp.:

 

 

7.25%, 5/1/2012

80,000

82,000

7.25%, 5/1/2013

15,000

15,300

Williams Companies, Inc.:

 

 

8.125%, 3/15/2012

345,000

391,575

8.75%, 3/15/2032

155,000

186,194

8,594,188

Financials 11.2%

Agfirst Farm Credit Bank, 8.393%, 12/15/2016

1,500,000

1,737,570

American General Finance Corp.:

 

 

2.75%, 6/15/2008 (d)

1,775,000

1,695,888

Series H, 4.0%, 3/15/2011

1,150,000

1,110,438

AmeriCredit Corp., 9.25%, 5/1/2009

365,000

388,725

Bank One Corp., 10.0%, 8/15/2010

827,000

1,026,477

BF Saul Real Estate Investment Trust, 7.5%, 3/1/2014

125,000

129,375

Citizens Property Insurance Corp., Series 1999A, 144A, 7.125%, 2/25/2019

2,000,000

2,415,734

Downey Financial Corp., 6.5%, 7/1/2014

1,100,000

1,175,537

Duke Capital LLC, 4.302%, 5/18/2006

800,000

801,664

E*TRADE Financial Corp., 8.0%, 6/15/2011

205,000

215,762

Ford Motor Credit Co.:

 

 

5.8%, 1/12/2009

296,000

280,991

6.875%, 2/1/2006

2,272,000

2,294,709

7.25%, 10/25/2011

290,000

279,058

FPL Group Capital, Inc., 4.086%, 2/16/2007

785,000

784,758

General Motors Acceptance Corp.:

 

 

4.13%*, 3/20/2007

245,000

237,610

6.125%, 8/28/2007 (d)

80,000

79,178

6.75%, 12/1/2014 (d)

140,000

125,254

6.875%, 9/15/2011 (d)

95,000

87,693

8.0%, 11/1/2031

850,000

758,492

H&E Equipment/Finance, 11.125%, 6/15/2012

200,000

220,500

HSBC Finance Corp.:

 

 

4.125%, 3/11/2008

135,000

134,690

4.126%, 12/15/2008 (d)

160,000

158,973

JPMorgan Chase Capital XV, 5.875%, 3/15/2035

250,000

256,604

Merrill Lynch & Co., Inc., Series C, 5.0%, 1/15/2015 (d)

244,000

249,840

NiSource Finance Corp., 7.875%, 11/15/2010

1,500,000

1,723,605

North Front Pass-Through Trust, 144A, 5.81%, 12/15/2024

250,000

257,606

OMX Timber Finance Investments LLC, 144A, 5.54%, 1/29/2020

1,000,000

1,038,210

PNC Funding Corp., 6.875%, 7/15/2007

1,109,000

1,166,776

Poster Financial Group, Inc., 8.75%, 12/1/2011

185,000

188,237

PXRE Capital Trust I, 8.85%, 2/1/2027

180,000

186,646

R.H. Donnelly Finance Corp., 10.875%, 12/15/2012

170,000

197,625

RC Royalty Subordinated LLC, 7.0%, 1/1/2018

160,000

131,200

The Goldman Sachs Group, Inc., 4.75%, 7/15/2013

536,000

535,551

TIG Capital Holdings Trust, 144A, 8.597%, 1/15/2027

200,000

162,000

Triad Acquisition, 144A, 11.125%, 5/1/2013

110,000

111,375

UGS Corp., 10.0%, 6/1/2012

240,000

266,400

Universal City Development, 11.75%, 4/1/2010

285,000

327,037

22,937,788

Health Care 0.8%

Cinacalcet Royalty Subordinated LLC, 144A, 8.0%, 3/30/2017

120,000

121,200

Health Care Service Corp., 144A, 7.75%, 6/15/2011

759,000

881,254

HEALTHSOUTH Corp., 10.75%, 10/1/2008

195,000

202,800

Tenet Healthcare Corp.:

 

 

6.375%, 12/1/2011

60,000

57,150

144A, 9.25%, 2/1/2015

395,000

409,812

1,672,216

Industrials 3.6%

Allied Waste North America, Inc.:

 

 

Series B, 5.75%, 2/15/2011 (d)

208,000

194,480

Series B, 9.25%, 9/1/2012

235,000

253,800

Avondale Mills, Inc., 144A, 10.093%*, 7/1/2012

150,000

141,000

BAE System 2001 Asset Trust, "B", Series 2001, 144A, 7.156%, 12/15/2011

428,073

458,806

Bear Creek Corp., 144A, 8.33%*, 3/1/2012

100,000

97,000

Beazer Homes USA, Inc.:

 

 

8.375%, 4/15/2012

175,000

187,687

8.625%, 5/15/2011

140,000

148,400

Browning-Ferris Industries:

 

 

7.4%, 9/15/2035

230,000

197,800

9.25%, 5/1/2021

105,000

106,312

Cenveo Corp., 7.875%, 12/1/2013

210,000

199,500

Collins & Aikman Floor Cover, Series B, 9.75%, 2/15/2010

245,000

253,575

Columbus McKinnon Corp., 10.0%, 8/1/2010

150,000

162,750

Compression Polymers Corp.:

 

 

144A, 10.46%*, 7/1/2012

80,000

80,000

144A, 10.5%, 7/1/2013

95,000

95,000

D.R. Horton, Inc.:

 

 

5.472%, 6/15/2012

810,000

805,545

5.625%, 9/15/2014 (d)

221,000

220,682

Dana Corp., 7.0%, 3/1/2029

225,000

196,561

Erico International Corp., 8.875%, 3/1/2012

125,000

126,875

ISP Chemco, Inc., Series B, 10.25%, 7/1/2011

335,000

365,150

K. Hovnanian Enterprises, Inc.:

 

 

6.25%, 1/15/2015 (d)

420,000

414,750

8.875%, 4/1/2012

195,000

211,087

Kansas City Southern:

 

 

7.5%, 6/15/2009

125,000

129,062

9.5%, 10/1/2008

375,000

408,750

Laidlaw International, Inc., 10.75%, 6/15/2011

195,000

228,478

Millennium America, Inc., 9.25%, 6/15/2008

350,000

378,875

Securus Technologies, Inc., 144A, 11.0%, 9/1/2011

120,000

101,400

Ship Finance International Ltd., 8.5%, 12/15/2013

290,000

275,863

Technical Olympic USA, Inc.:

 

 

7.5%, 3/15/2011

135,000

125,550

10.375%, 7/1/2012

300,000

313,500

The Brickman Group Ltd., Series B, 11.75%, 12/15/2009

150,000

169,875

United Rentals North America, Inc., 7.0%, 2/15/2014 (d)

285,000

271,463

Xerox Capital Trust I, 8.0%, 2/1/2027

140,000

144,900

7,464,476

Information Technology 0.7%

Activant Solutions, Inc.:

 

 

144A, 8.904%*, 4/1/2010

75,000

77,625

10.5%, 6/15/2011

175,000

189,875

Lucent Technologies, Inc.:

 

 

6.45%, 3/15/2029

340,000

304,300

7.25%, 7/15/2006 (d)

115,000

117,587

Sanmina-SCI Corp.:

 

 

144A, 6.75%, 3/1/2013 (d)

420,000

401,100

10.375%, 1/15/2010

267,000

296,370

1,386,857

Materials 4.3%

ARCO Chemical Co., 9.8%, 2/1/2020

560,000

627,200

Caraustar Industries, Inc., 9.875%, 4/1/2011 (d)

100,000

100,750

Constar International, Inc., 144A, 6.643%*, 2/15/2012

95,000

90,725

Dayton Superior Corp., 10.75%, 9/15/2008

165,000

171,600

GEO Specialty Chemicals, Inc., 11.62%, 12/31/2009

186,000

197,160

Georgia-Pacific Corp.:

 

 

7.75%, 11/15/2029

316,000

355,105

8.0%, 1/15/2024

335,000

385,250

8.875%, 5/15/2031

496,000

613,800

9.375%, 2/1/2013

270,000

305,437

Hercules, Inc., 6.75%, 10/15/2029

175,000

169,750

Huntsman Advanced Materials LLC, 11.0%, 7/15/2010

240,000

271,200

Huntsman LLC, 11.625%, 10/15/2010 (d)

286,000

334,977

IMC Global, Inc.:

 

 

7.375%, 8/1/2018

100,000

100,000

10.875%, 8/1/2013 (d)

199,000

233,327

Lubrizol Corp., 5.5%, 10/1/2014

1,670,000

1,722,298

Newmont Mining Corp., 5.875%, 4/1/2035 (d)

395,000

402,510

Omnova Solutions, Inc., 11.25%, 6/1/2010

315,000

330,750

Oregon Steel Mills, Inc., 10.0%, 7/15/2009 (d)

125,000

134,688

Rockwood Specialties Group, Inc., 10.625%, 5/15/2011

75,000

83,813

Sheffield Steel Corp., 11.375%, 8/15/2011

115,000

111,550

Texas Industries, Inc., 10.25%, 6/15/2011

285,000

330,244

TriMas Corp., 9.875%, 6/15/2012

340,000

285,600

UAP Holding Corp., Step-up Coupon, 0% to 1/15/2008, 10.75% to 7/15/2012

140,000

114,800

Union Camp Corp., 7.0%, 8/15/2006

1,000,000

1,025,363

United States Steel Corp., 9.75%, 5/15/2010 (d)

267,000

288,360

8,786,257

Telecommunication Services 2.0%

AirGate PCS, Inc., 6.891%*, 10/15/2011

40,000

40,900

Anixter International, Inc., 5.95%, 3/1/2015

89,000

88,194

AT&T Corp.:

 

 

9.05%, 11/15/2011

233,000

268,533

9.75%, 11/15/2031

245,000

318,806

Bell Atlantic New Jersey, Inc., Series A, 5.875%, 1/17/2012

542,000

572,956

Cincinnati Bell, Inc.:

 

 

7.25%, 7/15/2013 (d)

50,000

52,500

8.375%, 1/15/2014 (d)

460,000

471,500

144A, 8.375%, 1/15/2014

25,000

25,625

Insight Midwest LP, 9.75%, 10/1/2009

105,000

108,806

LCI International, Inc., 7.25%, 6/15/2007

225,000

218,250

MCI, Inc., 8.735%, 5/1/2014

260,000

291,525

Nextel Communications, Inc.:

 

 

5.95%, 3/15/2014

240,000

249,300

7.375%, 8/1/2015

425,000

459,000

Nextel Partners, Inc., 8.125%, 7/1/2011 (d)

160,000

173,600

Northern Telecom Capital, 7.875%, 6/15/2026

150,000

150,000

Qwest Corp.:

 

 

144A, 6.671%*, 6/15/2013

65,000

66,544

7.25%, 9/15/2025

490,000

458,150

SBC Communications, Inc., 6.15%, 9/15/2034

173,000

187,400

4,201,589

Utilities 13.2%

AES Corp., 144A, 8.75%, 5/15/2013

300,000

335,250

Allegheny Energy Supply Co. LLC:

 

 

144A, 8.25%, 4/15/2012 (d)

430,000

481,600

Series A, 144A, 10.25%, 11/15/2007

135,000

148,500

Series B, 144A, 10.25%, 11/15/2007

125,000

137,969

Ameren Corp., 4.263%, 5/15/2007

2,000,000

2,001,680

Appalachian Power Co., 6.8%, 3/1/2006

1,000,000

1,017,560

CC Funding Trust I, 6.9%, 2/16/2007

749,000

780,149

CMS Energy Corp.:

 

 

8.5%, 4/15/2011

250,000

278,750

9.875%, 10/15/2007

345,000

376,050

Consolidated Edison, Inc., 8.125%, 5/1/2010 (d)

1,115,000

1,305,531

DPL, Inc., 6.875%, 9/1/2011

220,000

237,600

DTE Energy Co., Series A, 6.65%, 4/15/2009

1,275,000

1,372,660

Duke Energy Corp., Series D, 7.375%, 3/1/2010

1,500,000

1,677,633

Kansas City Power & Light Co., 7.125%, 12/15/2005

1,300,000

1,319,309

New York State Gas & Electric, 4.375%, 11/15/2007

1,240,000

1,241,592

NorthWestern Corp., 144A, 5.875%, 11/1/2014

125,000

128,125

NRG Energy, Inc., 144A, 8.0%, 12/15/2013

425,000

448,375

Progress Energy, Inc., 6.75%, 3/1/2006

2,050,000

2,084,959

PSE&G Energy Holdings LLC:

 

 

8.5%, 6/15/2011

230,000

250,700

10.0%, 10/1/2009

340,000

381,650

PSI Energy, Inc.:

 

 

8.57%, 12/27/2011

1,250,000

1,529,937

8.85%, 1/15/2022

1,225,000

1,713,464

Puget Energy, Inc., 7.02%, 12/1/2027

1,000,000

1,246,224

Rochester Gas & Electric, 6.375%, 9/1/2033

1,600,000

1,910,638

Tenaska Alabama Partners LP, 144A, 7.0%, 6/30/2021

100,000

101,250

TXU Energy Co., 7.0%, 3/15/2013

1,740,000

1,940,504

Westar Energy, Inc., 5.95%, 1/1/2035

535,000

548,642

Xcel Energy, Inc., 7.0%, 12/1/2010

2,000,000

2,224,978

27,221,279

Total Corporate Bonds (Cost $92,066,541)

94,297,616

Foreign Bonds — US$ Denominated 10.7%

Consumer Discretionary 0.5%

Jafra Cosmetics International, Inc., 10.75%, 5/15/2011

259,000

290,080

Kabel Deutschland GmbH, 144A, 10.625%, 7/1/2014

255,000

276,675

Shaw Communications, Inc., 8.25%, 4/11/2010

355,000

394,050

Vitro Envases Norteamerica SA, 144A, 10.75%, 7/23/2011

110,000

106,700

1,067,505

Consumer Staples 0.2%

Burns Philp Capital Property Ltd., 10.75%, 2/15/2011

205,000

226,013

Grupo Cosan SA, 144A, 9.0%, 11/1/2009

100,000

103,500

329,513

Energy 0.7%

Luscar Coal Ltd., 9.75%, 10/15/2011

235,000

258,500

OAO Gazprom, 144A, 9.625%, 3/1/2013

290,000

355,612

Petroleum Geo-Services ASA, 10.0%, 11/5/2010

585,000

655,200

Secunda International Ltd., 11.141%*, 9/1/2012

120,000

117,000

1,386,312

Financials 3.5%

Barclays Bank PLC, 1.0%, 12/15/2049

730,000

745,768

BNP Paribas SA, 144A, 5.186%, 6/29/2049

690,000

697,602

Conproca SA de CV, 12.0%, 6/16/2010

125,000

154,375

Eircom Funding, 8.25%, 8/15/2013

195,000

211,575

Mizuho Financial Group, (Cayman), 8.375%, 4/27/2049

1,405,000

1,536,368

QBE Insurance Group Ltd., 144A, 5.647%, 7/1/2023

205,000

209,661

Royal Bank of Scotland Group PLC, Series 1, 9.118%, 3/31/2049

1,200,000

1,429,123

SPI Electricity & Gas Australia Holdings Property Ltd., 144A, 6.15%, 11/15/2013

2,000,000

2,184,824

7,169,296

Health Care 0.1%

Biovail Corp., 7.875%, 4/1/2010

205,000

209,613

Industrials 1.5%

CP Ships Ltd., 10.375%, 7/15/2012

225,000

252,000

Grupo Transportacion Ferroviaria Mexicana SA de CV:

 

 

144A, 9.375%, 5/1/2012

220,000

228,800

10.25%, 6/15/2007

350,000

374,500

12.5%, 6/15/2012

160,000

187,200

LeGrand SA, 8.5%, 2/15/2025

165,000

199,650

Stena AB, 9.625%, 12/1/2012

130,000

141,700

Tyco International Group SA:

 

 

6.375%, 2/15/2006

1,765,000

1,788,608

6.75%, 2/15/2011

28,000

31,083

3,203,541

Materials 0.9%

Alrosa Finance SA, 144A, 8.875%, 11/17/2014

140,000

158,200

Cascades, Inc.:

 

 

7.25%, 2/15/2013

235,000

229,713

144A, 7.25%, 2/15/2013

10,000

9,775

Celulosa Arauco y Constitucion SA, 7.75%, 9/13/2011

225,000

256,346

Crown Euro Holdings SA, 10.875%, 3/1/2013

135,000

158,625

ISPAT Inland ULC, 9.75%, 4/1/2014

248,000

288,920

Sino-Forest Corp., 144A, 9.125%, 8/17/2011

10,000

10,925

Tembec Industries, Inc.:

 

 

8.5%, 2/1/2011 (d)

535,000

413,287

8.625%, 6/30/2009 (d)

300,000

244,500

1,770,291

Sovereign Bonds 0.1%

Federative Republic of Brazil, 8.875%, 10/14/2019

65,000

68,900

Republic of Turkey, 7.25%, 3/15/2015 (d)

60,000

61,800

Republic of Venezuela, 10.75%, 9/19/2013

30,000

35,115

165,815

Telecommunication Services 2.3%

America Movil SA de CV, 5.75%, 1/15/2015

1,500,000

1,523,044

Axtel SA, 11.0%, 12/15/2013

135,000

147,150

British Telecommunications PLC, 8.625%, 12/15/2030

840,000

1,185,789

Embratel, Series B, 11.0%, 12/15/2008

91,000

103,513

Intelsat Bermuda Ltd., 144A, 7.805%*, 1/15/2012

140,000

142,450

Millicom International Cellular SA, 10.0%, 12/1/2013

250,000

248,750

Mobifon Holdings BV, 12.5%, 7/31/2010

171,000

207,338

Mobile Telesystems Financial, 144A, 8.375%, 10/14/2010

90,000

93,375

Nortel Networks Ltd., 6.125%, 2/15/2006

470,000

472,937

Telecom Italia Capital:

 

 

144A, 4.0%, 1/15/2010

360,000

349,802

5.25%, 11/15/2013

330,000

335,018

4,809,166

Utilities 0.9%

PacifiCorp. Australia LLC, 144A, 6.15%, 1/15/2008

1,000,000

1,047,048

Scottish Power PLC, 5.81%, 3/15/2025

785,000

810,237

1,857,285

Total Foreign Bonds — US$ Denominated (Cost $21,692,407)

21,968,337

 

Asset Backed 10.3%

Automobile Receivables 1.1%

Drive Auto Receivables Trust, "A4", Series 2002-1, 144A, 4.09%, 1/15/2008

775,000

775,865

Household Automotive Trust, "A2", Series 2004-1, 2.52%, 12/17/2007

462,414

460,964

MMCA Automobile Trust, "A4", Series 2002-2, 4.3%, 3/15/2010

1,018,097

1,017,581

2,254,410

Credit Card Receivables 2.9%

Bank One Issuance Trust, "A1", Series 2002-A1, 3.33%*, 1/15/2010

5,000,000

5,009,851

Discover Card Master Trust I, "A", Series 2002-2, 5.15%, 10/15/2009

910,000

928,835

5,938,686

Home Equity Loans 6.1%

Countrywide Home Equity Loan Trust:

 

 

"1A", Series 2004-S, 3.46%*, 2/15/2030

4,320,420

4,325,093

"2A", Series 2004-L, 3.5%*, 2/15/2034

2,036,208

2,039,562

"2A", Series 2004-K, 3.52%*, 2/15/2034

1,590,465

1,593,548

Park Place Securities NIM Trust, "A", Series 2004-MCW1, 144A, 4.458%, 9/25/2034

375,030

375,030

Residential Asset Mortgage Products, Inc.:

 

 

"AI2", Series 2004-RS7, 4.0%, 9/25/2025

800,000

797,156

"AI3", Series 2004-RS4, 4.003%, 1/25/2030

750,000

747,978

Residential Asset Securities Corp., "AI6", Series 2000-KS1, 7.905%, 2/25/2031

1,080,086

1,103,831

Sail Net Interest Margin Notes, "A", Series 2004-4A, 144A, 5.0%, 4/27/2034

612,384

612,447

Southern Pacific Secured Assets Corp., "A8", Series 1998-2, 6.37%, 7/25/2029

903,554

901,502

12,496,147

Industrials 0.2%

Delta Air Lines, Inc., "G-2", Series 2002-1, 6.417%, 7/2/2012

415,000

436,601

Total Asset Backed (Cost $21,222,734)

21,125,844

US Government Backed 4.5%

US Treasury Bond, 6.0%, 2/15/2026 (d)

299,000

368,401

US Treasury Note:

 

 

3.0%, 12/31/2006 (d)

442,000

437,942

3.375%, 2/15/2008 (d)

312,000

309,733

3.625%, 7/15/2009

1,304,000

1,299,671

3.875%, 5/15/2010 (d)

778,000

782,437

4.75%, 5/15/2014 (d)

645,000

684,406

5.0%, 8/15/2011 (d)

161,000

171,648

7.0%, 7/15/2006

5,027,000

5,201,175

Total US Government Backed (Cost $9,666,591)

9,255,413

 

US Government Agency Sponsored Pass-Throughs 22.6%

Federal National Mortgage Association:

 

 

4.5% with various maturities from 6/1/2018 until 6/1/2033 (h)

18,000,000

17,758,116

5.0%, 2/1/2018 (h)

13,000,000

13,142,194

6.0% with various maturities from 1/1/2023 until 7/1/2032 (h)

13,804,301

14,153,655

6.5% with various maturities from 5/1/2017 until 11/1/2024 

946,269

985,116

9.0%, 5/1/2009

397,959

418,744

Total US Government Agency Sponsored Pass-Throughs (Cost $46,370,262)

46,457,825

 

US Government Sponsored Agencies 2.6%

Federal Home Loan Mortgage Corp., 5.5%, 7/15/2006 (Cost $5,346,705)

5,236,000

5,326,724

 

Commercial and Non-Agency Mortgage-Backed Securities 3.0%

Chase Commercial Mortgage Securities Corp., "B", Series 1996-1, 7.6%, 7/18/2028

790,000

801,375

Countrywide Alternative Loan Trust, "1A1", Series 2004-J8, 7.0%, 9/25/2034

848,780

890,192

CS First Boston Mortgage Securities Corp., "A1", Series 1999-C1, 6.91%, 9/15/2041

426,098

433,930

DLJ Mortgage Acceptance Corp., "A1B", Series 1997-CF2, 144A, 6.82%, 10/15/2030

559,094

583,972

GMAC Commercial Mortgage Securities, Inc., "A3", Series 1997-C1, 6.869%, 7/15/2029

239,594

250,188

GS Mortgage Securities Corp. II, "A2A", Series 2003-C1, 3.59%, 1/10/2040

689,000

681,861

Master Alternative Loans Trust:

 

 

"3A1", Series 2004-5, 6.5%, 6/25/2034

564,731

580,085

"8A1", Series 2004-3, 7.0%, 4/25/2034

232,419

237,776

Mortgage Capital Funding, Inc.:

 

 

"A3", Series 1997-MC1, 7.288%, 7/20/2027

533,016

550,623

"C", Series 1996-MC1, 7.8%, 6/15/2028

775,000

790,649

Structured Asset Securities Corp., "2A1", Series 2003-1, 6.0%, 2/25/2018

262,892

267,755

Total Commercial and Non-Agency Mortgage-Backed Securities (Cost $6,139,011)

6,068,406

 

Collateralized Mortgage Obligations 10.3%

Fannie Mae Grantor Trust:

 

 

"A2", Series 2002-T19, 7.0%, 7/25/2042

232,149

245,786

"A1", Series 2001-T7, 7.5%, 2/25/2041

698,407

743,645

Fannie Mae Whole Loan:

 

 

"A2", Series 2004-W4, 5.0%, 6/25/2034

1,105,000

1,121,160

"A23", Series 2004-W10, 5.0%, 8/25/2034

1,165,000

1,172,530

"1A1", Series 2004-W15, 6.0%, 8/25/2044

1,041,704

1,075,436

"2A", Series 2002-W1, 7.5%, 2/25/2042

500,751

532,864

"5A", Series 2004-W2, 7.5%, 3/25/2044

965,588

1,037,590

Federal Home Loan Mortgage Corp.:

 

 

"LC", Series 2682, 4.5%, 7/15/2032

410,000

403,891

"BG", Series 2869, 5.0%, 7/15/2033

195,000

196,538

"EG", Series 2836, 5.0%, 12/15/2032

895,000

895,277

"ND", Series 2938, 5.0%, 10/15/2033

1,175,000

1,174,812

"PD", Series 2844, 5.0%, 12/15/2032

1,935,000

1,937,498

"PD", Series 2893, 5.0%, 2/15/2033

680,000

685,414

"PQ", Series 2844, 5.0%, 5/15/2023

1,540,000

1,570,809

"TE", Series 2780, 5.0%, 1/15/2033

1,130,000

1,133,058

"TE", Series 2881, 5.0%, 7/15/2033

870,000

870,068

"XD", Series 2941, 5.0%, 5/15/2033

720,000

720,416

"CH", Series 2390, 5.5%, 12/15/2016

590,000

612,355

"LA", Series 1343, 8.0%, 8/15/2022

355,902

369,952

Federal National Mortgage Association:

 

 

"PE", Series 2005-14, 5.0%, 12/25/2033

1,060,000

1,060,293

"PE", Series 2005-44, 5.0%, 7/25/2033

375,000

374,053

"QD", Series 2005-29, 5.0%, 8/25/2033

295,000

294,823

"QC", Series 2002-11, 5.5%, 3/25/2017

855,000

890,126

"QN", Series 2001-51, 6.0%, 10/25/2016

2,015,000

2,094,880

"QX", Series 2001-51, 6.0%, 2/25/2015

55,683

55,608

Total Collateralized Mortgage Obligations (Cost $21,129,521)

21,268,882

 

Municipal Bonds and Notes 7.4%

Delaware, NJ, Port Authority Revenue, Port District Project, Series A, 7.46%, 1/1/2011 (b)

1,000,000

1,153,650

Fultondale, AL, Core City, General Obligation, 6.4%, 2/1/2022 (b)

1,340,000

1,461,484

Guin, AL, County General Obligation, Series B, 8.25%, 6/1/2027 (b)

1,515,000

1,815,122

Idaho, Higher Education Revenue, Nazarene College Facilities, 8.34%, 11/1/2016 First Security Bank (f)

1,000,000

1,041,550

Metropolitan Washington, DC, Apartment Authority System, Series C, 5.39%, 10/1/2015 (b)

1,365,000

1,443,255

Pell City, AL, Core City General Obligation, 5.4%, 8/1/2017 (b)

1,385,000

1,469,111

Reeves County, TX, County General Obligation Lease, Certificate of Participation, Series IBC, 7.25%, 6/1/2011 (b)

985,000

1,022,381

Richmond, CA, General Obligation, Limited Pension Obligations, Series A, 7.19%, 8/1/2009 (b)

1,070,000

1,189,134

St. Paul, MN, Sales & Special Tax Revenue, Series A, 6.94%, 11/1/2019 (b)

2,000,000

2,175,660

Texas, Multi-Family Housing Revenue, Housing & Community Affairs Multi-Family, 6.85%, 12/1/2020 (b)

1,470,000

1,615,574

Washington, Industrial Development Revenue, 4.0%, 10/1/2012 (b)

915,000

899,399

Total Municipal Bonds and Notes (Cost $15,295,302)

15,286,320

 

Convertible Bond 0.1%

Consumer Discretionary 0.1%

DIMON, Inc., 6.25%, 3/31/2007

240,000

240,000

HIH Capital Ltd., 144A, Series DOM, 7.5%, 9/25/2006

40,000

39,600

Total Convertible Bond (Cost $255,762)

279,600

 

Loan Participation 0.1%

Citigroup Global (Severstal), 8.625%, 2/24/2009 (Cost $105,315)

104,000

106,974

Government National Mortgage Association 1.3%

Government National Mortgage Association:

 

 

6.0%, 7/20/2034

1,110,316

1,143,605

6.5%, 8/20/2034

1,515,761

1,577,626

Total Government National Mortgage Association (Cost $2,735,889)

2,721,231

 

 

Units

Value ($)

 

 

Other Investments 0.0%

Hercules, Inc., (Bond Unit), 6.5%, 6/30/2029 (Cost $59,222)

95,000

74,100

 

 

Shares

Value ($)

 

 

Securities Lending Collateral 5.5%

Scudder Daily Assets Fund Institutional, 3.19% (c) (e) (Cost $11,192,034)

11,192,034

11,192,034

 

Principal Amount ($)

Value ($)

 

 

Repurchase Agreements 1.7%

State Street Bank and Trust Co., 2.65%, dated 6/30/2005, to be repurchased at $3,533,260 on 7/1/2005 (g) (Cost $3,533,000)

3,533,000

3,533,000

 

% of Net Assets

Value ($)

 

 

Total Investment Portfolio (Cost $256,810,296) (a)

125.9

258,962,306

Other Assets and Liabilities, Net

(25.9)

(53,237,620)

Net Assets

100.0

205,724,686

* Floating rate notes are securities whose yields vary with a designated market index or market rate, such as the coupon-equivalent of the US Treasury bill rate. These securities are shown at their current rate as of June 30, 2005.

(a) The cost for federal income tax purposes was $258,655,702. At June 30, 2005, net unrealized depreciation for all securities based on tax cost was $306,604. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $3,079,267 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $2,772,663.

(b) Bond is insured by one of these companies:

Insurance Coverage

As a % of total investment portfolio

AMBAC Financial Group

0.6

Financial Guaranty Insurance Company

0.6

Financial Security Assurance Inc.

1.3

MBIA Corporation

2.3

RaDain Asset Assurance

0.7

(c) Scudder Daily Assets Fund Institutional, an affiliated fund, is managed by Deutsche Asset Management, Inc. The rate shown is the annualized seven-day yield at period end.

(d) All or a portion of these securities were on loan (see Notes to Financial Statements). The value of all securities loaned at June 30, 2005 amounted to $10,982,409, which is 5.3% of net assets.

(e) Represents collateral held in connection with securities lending.

(f) Security incorporates a letter of credit from a major bank.

(g) Repurchase agreement is collateralized by $2,790,000 US Treasury Bond, 6.125%, maturing on 8/15/2029 with a value of $3,609,563.

(h) Mortgage dollar rolls included.

Included in the portfolio are investments in mortgage or asset-backed securities which are interests in separate pools of mortgages or assets. Effective maturities of these investments may be shorter than stated maturities due to prepayments. Some separate investments in the Federal National Mortgage Association issues which have similar coupon rates have been aggregated for presentation purposes in the investment portfolio.

144A: Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.

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

Financial Statements

 

 

Statement of Assets and Liabilities as of June 30, 2005 (Unaudited)

Assets

Investments:

Investments in securities, at value (cost $245,618,262) including $10,982,409 of securities loaned

$ 247,770,272

Scudder Daily Assets Fund Institutional (cost $11,192,034)*

11,192,034

Total investments in securities, at value (cost $256,810,296)

258,962,306

Cash

264,314

Receivable for investments sold

1,028,593

Interest receivable

2,920,285

Other assets

4,521

Total assets

263,180,019

Liabilities

Payable for investments purchased

1,771,789

Payable for investments purchased — mortgage dollar rolls

44,206,010

Payable upon return of securities loaned

11,192,034

Deferred mortgage dollar roll income

29,422

Accrued management and investment advisory fee

76,953

Other accrued expenses and payables

179,125

Total liabilities

57,455,333

Net assets, at value

$ 205,724,686

Net Assets

Net assets consist of:

Undistributed net investment income

2,326,764

Net unrealized appreciation (depreciation) on investments

2,152,010

Accumulated net realized gain (loss)

(1,373,579)

Paid-in capital

202,619,491

Net assets, at value

$ 205,724,686

Net Asset Value per share ($205,724,686 ÷ 10,376,265 shares of common stock outstanding, $.01 par value, 30,000,000 shares authorized)

$ 19.83

* Represents collateral on securities loaned

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

Statement of Operations for the six months ended June 30, 2005 (Unaudited)

Investment Income

Income:

Interest

 

$ 5,578,494

Mortgage dollar roll income

469,185

Securities lending income, including income from Scudder Daily Assets Fund Institutional, net of borrower rebates

15,815

Dividends

1,305

Total Income

6,064,799

Expenses:

Management and investment advisory fee

462,632

Services to shareholders

18,979

Custodian fees

15,171

Auditing

27,639

Legal

87,809

Directors' fees and expenses

49,875

Reports to shareholders

65,189

NYSE listing fee

9,688

Other

20,341

Total expenses, before expense reductions

757,323

Expense reductions

(1,380)

Total expenses, after expense reductions

755,943

Net investment income

5,308,856

Realized and Unrealized Gain (Loss) on Investment Transactions

Net realized gain (loss) from investment transactions

968,375

Net unrealized appreciation (depreciation) during the period on investments

(1,139,147)

Net gain (loss) on investment transactions

(170,772)

Net increase (decrease) in net assets resulting from operations

$ 5,138,084

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

Statement of Cash Flows for the six months ended June 30, 2005 (Unaudited)

Cash Flows from Operating Activities:

 

Investment income received

$ 5,932,018

Mortgage dollar roll income

465,454

Payment of operating expenses

(712,363)

Proceeds from sales and maturities of investments

412,054,531

Purchases of investments

(415,629,048)

Net purchases, sales and maturities of short-term investments

2,341,092

Cash provided (used) by operating activities

$ 4,451,684

Cash Flows from Financing Activities:

 

Net increase (decrease) in payable for investments purchased — mortgage dollar rolls

$ (955,678)

Distributions paid (net of reinvestment of dividends)

(2,801,751)

Cost of shares repurchased

(429,941)

Cash provided (used) by financing activities

(4,187,370)

Increase (decrease) in cash

264,314

Cash at beginning of period

Cash at end of period

$ 264,314

Reconciliation of Net Increase (Decrease) in Net Assets Resulting from Operations to Cash Provided (Used) by Operating Activities:

Net increase (decrease) in net assets resulting from operations

$ 5,138,084

Net increase (decrease) in cost of investments

(13,626,258)

Net increase (decrease) in unrealized appreciation (depreciation) on investments

1,139,147

(Increase) decrease in receivable for investments sold

(1,004,266)

(Increase) decrease in interest receivable

(220,546)

(Increase) decrease in payable upon return of securities loaned

11,192,034

Increase (decrease) in payable for investments purchased

1,771,789

Increase (decrease) in deferred mortgage dollar roll income

18,120

Increase (decrease) in other accrued expenses and payables

34,693

(Increase) decrease in other assets

8,887

Cash provided (used) by operating activities

$ 4,451,684

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

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six Months Ended June 30, 2005 (Unaudited)

Year Ended December 31, 2004

Operations:

Net investment income

$ 5,308,856

$ 10,740,844

Net realized gain (loss) on investment transactions

968,375

3,224,398

Net unrealized appreciation (depreciation) during the period on investment transactions

(1,139,147)

(1,323,951)

Net increase (decrease) in net assets resulting from operations

5,138,084

12,641,291

Distributions to shareholders from net investment income

(3,009,190)

(12,757,701)

Fund share transactions:

Reinvestment of distributions

207,124

899,869

Cost of shares repurchased

(416,329)

(877,655)

Net increase (decrease) in net assets from Fund share transactions

(209,205)

22,214

Increase (decrease) in net assets

1,919,689

(94,196)

Net assets at beginning of period

203,804,997

203,899,193

Net assets at end of period (including undistributed net investment income of $2,326,764 and $27,098, respectively)

$ 205,724,686

$ 203,804,997

Other Information

Shares outstanding at beginning of period

10,388,517

10,383,340

Shares issued to shareholders in reinvestment of distributions

11,748

49,177

Shares repurchased

(24,000)

(44,000)

Net increase (decrease) in Fund shares

(12,252)

5,177

Shares outstanding at end of period

10,376,265

10,388,517

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

Financial Highlights

 

 

Years Ended December 31,

2005a

2004

2003

2002

2001b

2000

Selected Per Share Data

Net asset value, beginning of period

$ 19.62

$ 19.64

$ 19.43

$ 19.00

$ 18.83

$ 18.37

Income (loss) from investment operations:

Incomec

.58

1.18

1.20

1.36

1.45

1.48

Operating expensesc

(.07)

(.14)

(.12)

(.14)

(.14)

(.13)

Net investment incomec

.51

1.04

1.08

1.22

1.31

1.35

Net realized and unrealized gain (loss) on investment transactions

(.01)

.17

.42

.54

.20

.46

Total from investment operations

.50

1.21

1.50

1.76

1.51

1.81

Less distributions from:

Net investment income

(.29)

(1.23)

(1.29)

(1.33)

(1.34)

(1.35)

Net asset value, end of period

$ 19.83

$ 19.62

$ 19.64

$ 19.43

$ 19.00

$ 18.83

Per share market value, end of period

$ 18.17

$ 18.36

$ 18.55

$ 19.02

$ 18.53

$ 17.38

Price range on New York Stock Exchange for each share of Common Stock outstanding during the period (Unaudited):

High ($)

18.85

19.39

20.45

19.67

19.95

17.38

Low ($)

17.08

16.55

17.50

17.91

17.65

15.06

Total Return

Based on market value (%)d

.59**

5.82

4.53

10.12

14.57

21.65

Based on net asset value (%)d

2.73**

6.86f

8.22

9.71

8.49

11.21

Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)

206

204

204

201

196

193

Ratio of expenses before expense reductions (%)

.75*

.75

.63

.72

.71

.69

Ratio of expenses after expense reductions (%)

.75*

.72

.63

.72

.71

.69

Ratio of net investment income (%)

5.25*

5.26

5.47

6.36

6.78

7.32

Portfolio turnover rate (%)e

122*

149

160

259

143

131

a For the six months ended June 30, 2005 (Unaudited).

b As required, effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. In addition, paydowns on mortgage-backed securities which were included in realized gain/loss on investment transactions prior to January 1, 2001 are included as interest income. The effect of this change for the period ended December 31, 2001 was to decrease net investment income by $0.03, increase net realized and unrealized gains and losses per share by $0.03, and decrease the ratio of net investment income to average net assets from 6.92% to 6.78%. Per share, ratios and supplemental data for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.

c Based on average shares outstanding during the period.

d Total return based on net asset value reflects changes in the Fund's net asset value during the period. Total return based on market value reflects changes in market value. Each figure includes reinvestment of dividends. These figures will differ depending upon the level of any discount from or premium to net asset value at which the Fund's shares trade during the period.

e The portfolio turnover rates excluding mortgage dollar roll transactions are stated in the Financial Highlights. The portfolio turnover rates including mortgage dollar roll transactions were 344%, 376%, 426%, 520%, 356% and 335%, for the periods ended June 30, 2005, December 31, 2004, December 31, 2003, December 31, 2002, December 31, 2001 and December 31, 2000, respectively.

f Total return would have been lower had certain expenses not been reduced.

* Annualized

** Not annualized

Notes to Financial Statements (Unaudited)

 

 

A. Significant Accounting Policies

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

The Fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates. Actual results could differ from those estimates. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading. Debt securities are valued by independent pricing services approved by the Directors of the Fund. If the pricing services are unable to provide valuations, the securities are valued at the most recent bid quotation or evaluated price, as applicable, obtained from a broker-dealer. Such services may use various pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data, as well as broker quotes.

Money market instruments purchased with an original or remaining maturity of sixty days or less, maturing at par, are valued at amortized cost.

Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Directors.

Repurchase Agreements. The Fund may enter into repurchase agreements with certain banks and broker/dealers whereby the Fund, through its custodian or sub-custodian bank, receives delivery of the underlying securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the market value is equal to at least the principal amount of the repurchase price plus accrued interest. The custodian or agent bank holds the collateral in a separate account until the agreement matures. If the value of the securities falls below the principal amount of the repurchase agreement plus accrued interest, the financial institution deposits additional collateral by the following business day. If the financial institution either fails to deposit the required additional collateral or fails to repurchase the securities as agreed, the Fund has the right to sell the securities and recover any resulting loss from the financial institution. If the financial institution enters into bankruptcy, the Fund's claims on the collateral may be subject to legal proceedings.

Mortgage Dollar Rolls. The Fund may enter into mortgage dollar rolls in which the Fund sells to a bank or broker/dealer (the "counterparty") mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase similar, but not identical, securities on a fixed date. The counterparty receives all principal and interest payments, including prepayments, made on the security while it is the holder. The Fund receives compensation as consideration for entering into the commitment to repurchase. The compensation is paid in the form of a lower price for the security upon its repurchase, or alternatively, a fee. Mortgage dollar rolls may be renewed with a new sale and repurchase price and a cash settlement made at each renewal without physical delivery of the securities subject to the contract.

Mortgage dollar rolls may be treated for purposes of the 1940 Act as borrowings by the Fund because they involve the sale of a security coupled with an agreement to repurchase. A mortgage dollar roll involves costs to the Fund. For example, while the Fund receives compensation as consideration for agreeing to repurchase the security, the Fund forgoes the right to receive all principal and interest payments while the counterparty holds the security. These payments to the counterparty may exceed the compensation received by the Fund, thereby effectively charging the Fund interest on its borrowing. Further, although the Fund can estimate the amount of expected principal prepayment over the term of the mortgage dollar roll, a variation in the actual amount of prepayment could increase or decrease the cost of the Fund's borrowing.

Certain risks may arise upon entering into mortgage dollar rolls from the potential inability of counterparties to meet the terms of their commitments. Additionally, the value of such securities may change adversely before the Fund is able to repurchase them. There can be no assurance that the Fund's use of the cash that it receives from a mortgage dollar roll will provide a return that exceeds its borrowing costs.

Delayed Delivery Securities. The Fund may purchase securities with delivery or payment to occur at a later date beyond the normal settlement period. At the time the Fund enters into a commitment to purchase a security, the transaction is recorded and the value of the security is reflected in the net asset value. The price of such security and the date when the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with market fluctuations. No interest accrues to the Fund until payment takes place. At the time the Fund enters into this type of transaction it is required to segregate cash or other liquid assets at least equal to the amount of the commitment.

Certain risks may arise upon entering into when-issued or delayed delivery securities from the potential inability of counterparties to meet the terms of their contracts or if the issuer does not issue the securities due to political, economic, or other factors. Additionally, losses may arise due to changes in the value of the underlying securities.

Securities Lending. The Fund may lend securities to financial institutions. The Fund retains beneficial ownership of the securities it has loaned and continues to receive interest and dividends paid by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund consisting of liquid, unencumbered assets having a value at least equal to the value of the securities loaned. The Fund may invest the cash collateral into a joint trading account in an affiliated money market fund pursuant to Exemptive Orders issued by the SEC. The Fund receives compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of fees paid to lending agent. Either the Fund or the borrower may terminate the loan. The Fund is subject to all investment risks associated with the value of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.

Certain risks may arise upon entering into delayed delivery securities from the potential inability of counterparties to meet the terms of their contracts or if the issuer does not issue the securities due to political, economic, or other factors. Additionally, losses may arise due to changes in the value of the underlying securities.

Loan Participations/Assignments. The Fund may invest in US dollar-denominated fixed and floating rate loans ("Loans") arranged through private negotiations between a foreign sovereign entity and one or more financial institutions ("Lenders"). The Fund invests in such Loans in the form of participations in Loans ("Participations") or assignments of all or a portion of loans from third parties ("Assignments"). Participations typically result in the Fund having a contractual relationship only with the Lender, not with the sovereign borrower. The Fund has the right to receive payments of principal, interest and any fees to which it is entitled from the Lender selling the Participation and only upon receipt by the Lender of the payments from the borrower. In connection with purchasing Participations, the Fund generally has no right to enforce compliance by the borrower with the terms of the loan agreement relating to the Loan, nor any rights of set-off against the borrower, and the Fund will not benefit directly from any collateral supporting the Loan in which it has purchased the Participation. As a result, the Fund assumes the credit risk of both the borrower and the Lender that is selling the Participation.

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

At December 31, 2004, the Fund had a net tax basis capital loss carryforward of approximately $781,000, which may be applied against any realized net taxable capital gains of each succeeding year until fully utilized or until December 31, 2010, the expiration date, whichever occurs first.

Distribution of Income and Gains. Distributions of net investment income, if any, are made quarterly. 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 at least annually. 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 accounting principles generally accepted in the United States of America. These differences primarily relate to investments in mortgage-backed securities, foreign-denominated securities and premium amortization on debt securities. As a result, net investment income (loss) 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.

The tax character of current year distributions, if any, will be determined at the end of the Fiscal year.

Statement of Cash Flows. Information on financial transactions which have been settled through the receipt and disbursement of cash is presented in the Statement of Cash Flows. The cash amount shown in the Statement of Cash Flows represents the cash position in the Fund's custodian bank at June 30, 2005. Significant non-cash activity from market discount accretion and premium amortization has been excluded from the Statement of Cash Flows.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. All premiums and discounts are amortized/accreted for financial reporting purposes.

B. Purchases and Sales of Securities

During the six months ended June 30, 2005, purchases and sales of investment securities (excluding US Treasury obligations, short-term investments and mortgage dollar roll transactions) aggregated $111,395,233 and $92,905,122, respectively. Purchases and sales of US Treasury obligations aggregated $39,267,518 and $53,261,695, respectively. Purchases and sales of mortgage dollar roll transactions aggregated $266,738,086 and $266,734,794, respectively.

C. Related Parties

Management and Investment Advisory Agreement. Under the Management and Investment Advisory Agreement (the "Agreement") with Deutsche Investment Management Americas Inc. ("DeIM" or the "Advisor"), an indirect, wholly owned subsidiary of Deutsche Bank AG, the Fund agrees to pay the Advisor for the services rendered, an annual fee, payable monthly, equal to 0.50 of 1% of the value of net assets of the Fund up to and including $100 million; 0.45 of 1% of the value of the net assets of the Fund over $100 million and up to and including $150 million; 0.40 of 1% of the value of the net assets of the Fund over $150 million and up to and including $200 million; and 0.35 of 1% of the value of the net assets of the Fund over $200 million.

The Agreement also provides that the Advisor 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 1.50% of the first $30 million of average net assets and 1.00% 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 Advisor.

For the six months ended June 30, 2005, the fees pursuant to the Agreement amounted to $462,632, equivalent to an effective annualized rate of 0.46% of the Fund's average monthly net assets.

Service Provider Fees. Scudder Investments Service Company ("SISC"), an affiliate of the Advisor, is the transfer, dividend-paying and shareholder service agent for the Fund. For the six months ended June 30, 2005, the amount charged to the Fund by SISC aggregated $12,672, all of which $5,112 was unpaid at June 30, 2005.

Directors' Fees and Expenses. The Fund pays each Director not affiliated with the Advisor retainer fees plus specified amounts for attended board and committee meetings.

D. Expense Reductions

For the six months ended June 30, 2005, the Advisor agreed to reimburse the Fund $842, which represents a portion of the fee savings expected to be realized by the Advisor related to the outsourcing by the Advisor of certain administrative services to an unaffiliated service provider.

In addition, the Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund's custodian expenses. During the six months ended June 30, 2005, the custodian fees were reduced by $538 for custodian credits earned.

E. Share Repurchases

The Fund is authorized to effect periodic repurchases of its shares in the open market from time to time when the Fund's shares trade at a discount to their net asset value. During the six months ended June 30, 2005, the Fund purchased 24,000 shares of common stock on the open market at a total cost of $434,909.

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. UMB Bank, N.A. 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 $5,000 (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, to Scudder Investments Service Company, the fund's transfer agent or its delegate (the "Transfer Agent"). 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 Transfer 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 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 Transfer Agent to instruct 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 event for federal income tax purposes and may be taxable for state and local tax purposes.

The Plan may be amended by the fund 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 by the Transfer Agent 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 Transfer Agent by writing Scudder Investments Service Company, P.O. Box 219066, Kansas City, MO 64121-9066, or by calling 800-294-4366.

For annual report requests, please call Shareholder Services at 800-349-4281 or the Transfer Agent at 800-294-4366.

Stockholder Meeting Results

 

The Annual Meeting of Stockholders of Montgomery Street Income Securities, Inc. (the "fund") was held on July 14, 2005 at the office of the fund, 101 California Street, Suite 4500, San Francisco, California. At the meeting, the following matter was voted upon by the stockholders:

1. To elect five Directors of the fund to hold office until the next Annual Meeting or until their respective successors shall have been duly elected and qualified.

 

Number of Votes:

Directors

For

Withheld

Richard J. Bradshaw

9,143,818

117,789

Victor L. Hymes

9,132,084

129,523

Wendell G. Van Auken

9,150,498

111,109

James C. Van Horne

9,138,306

123,300

John T. Packard

9,131,133

130,474

The meeting was adjourned without a vote with respect to the following matter:

2. To approve the continuance of the Management and Investment Advisory Agreement between the fund and Deutsche Investment Management Americas Inc.

Directors and Officers

 

DIRECTORS

RICHARD J. BRADSHAW

Chairman

VICTOR L. HYMES*

JOHN T. PACKARD

WENDELL G. VAN AUKEN

JAMES C. VAN HORNE

OFFICERS

JULIAN F. SLUYTERS

President and Chief Executive Officer

PAUL H. SCHUBERT*

Treasurer and Chief Financial Officer

GARY W. BARTLETT

Vice President

ANDREW P. CESTONE

Vice President

CAROLE COLEMAN*

Secretary

PHILIP GALLO

Chief Compliance Officer

* On July 14, 2005, Victor L. Hymes was elected Director, Paul H. Schubert was elected Treasurer and Carole Coleman was elected Secretary of the fund.

Investment Management Agreement Approval

 

 

At a meeting held on April 8, 2005, the Board of Directors of the fund, including the Directors of the fund who were not parties to the Agreement or "interested persons" of any such party as defined in the Investment Company Act of 1940, as amended (the "Independent Directors"), voted to continue the Management and Investment Advisory Agreement (the "Agreement") with Deutsche Investment Management Americas Inc. (the "Investment Manager") until July 31, 2006 and to recommend that the stockholders of the fund approve its continuance at the Annual Meeting of Stockholders to be held on July 14, 2005 (the "Annual Meeting"). Although approval by stockholders of the continuance of the Agreement is not required by the terms of the Agreement or by applicable law, it has been the fund's custom to submit this matter to the stockholders at the Annual Meeting. The fund may discontinue this practice in the future at its discretion.

At the April 8 meeting, the Board of Directors reviewed, among other information, written and oral reports and compilations from the Investment Manager, including comparative data from independent sources as to investment performance, advisory fees and other expenses. The Board of Directors also received a separate written and oral report from Gifford Fong Associates ("GFA"), an independent investment consultant engaged by the Board specializing in quantitative fixed-income investment analysis. In addition, the Board took into account information provided at previous meetings and other knowledge about the Investment Manager the Directors had accumulated over the years.

In approving the continuance of the Agreement, the Board of Directors considered the following factors, among others:

Nature, Extent and Quality of Services. The Board examined the nature, extent and quality of the advisory and administrative services provided and to be provided to the fund by the Investment Manager and its affiliates. The Board considered the terms of the Agreement and the experience and qualifications of the Investment Manager and its personnel in managing fixed-income instruments, including mortgage-related securities, high-yield bonds and private placements. The Board also considered the quality of the administrative services provided to the fund by the Investment Manager, including the experience of the Investment Manager in administering other open- and closed-end funds, the extent and quality of information provided by the Investment Manager to the Board and fund stockholders, the Investment Manager's attention to compliance matters, the Investment Manager's access to and oversight of other fund service providers, the recent increase in the Investment Manager's administrative responsibilities, the absence of material regulatory issues relating to the fund, and the involvement or potential involvement of the Investment Manager in regulatory or other legal proceedings affecting its other funds. Further, the Board considered the Investment Manager's past organizational changes and turnover in its personnel, the outsourcing of the transfer agency and fund accounting services formerly provided to the fund by the Investment Manager and its affiliates, the overall commitment of the Investment Manager to the fund, and the general financial condition, resources and reputation of the Investment Manager and its parent. The Board was generally satisfied with the nature, extent and quality of the advisory and administrative services provided to the fund.

Investment Performance. The Board reviewed the investment performance of the fund over various periods, as compared to the performance of the fund's benchmark index and of other similar funds. The Board also reviewed with GFA the ways in which the investment strategies employed by the Investment Manager contributed to the fund's investment performance. The performance data showed that the fund's returns for 2003 and 2004, representing the two full years in which the current investment team had managed the fund, had exceeded the returns of the Lehman Brothers Aggregate Bond Index, the fund's benchmark index. For 2004, the fund underperformed the average return of the Lipper Corporate Debt Funds BBB-Rated category for closed-end funds. However, it outperformed the average return of the peer category for the three-, five- and 10-year periods. It was noted that the fund's allocation to lower quality bonds contributed to its outperformance in 2004 relative to the benchmark index (which held a lower allocation), as well as to its underperformance in 2004 relative to the peer category (which tended to hold a greater allocation). This more conservative risk profile was expected to reduce volatility of returns over the long term. The Board was generally satisfied with the investment performance of the fund in light of its risk profile.

Costs of Services. The Board examined the costs of the services provided and to be provided to the fund, including comparable expense information concerning other similar funds. The management fee charged by the Investment Manager and the transfer agency fees charged by Scudder Investments Service Company ("SISC"), an affiliate of the Investment Manager, were among the lowest in the fund's Lipper expense group, and the fund's total expense ratio for 2004 was below the median for the group. It was noted that the Investment Manager paid certain administrative expenses of the fund, including those relating to fund accounting. It was also noted that, due to the size of its assets under management, the Investment Manager was able to negotiate lower costs for the fund from the fund's other service providers. The Board reviewed a report prepared by the Investment Manager comparing the services provided and fees charged by the Investment Manager to the fund and to certain non-fund accounts of the Investment Manager employing similar investment strategies. Although the fees charged to the non-fund accounts appeared to be lower than those charged to the fund, it was noted that the non-fund accounts required the Investment Manager to perform significantly fewer administrative services. The Board concluded that the advisory fees and expense ratios of the funds were generally competitive.

Profits Realized by the Investment Manager. The Board considered the profits realized and to be realized by the Investment Manager and its affiliates from their relationship with the fund. A preliminary analysis prepared by the Investment Manager showed that the profitability of the fund to the Investment Manager had declined from 2003 to 2004, principally as a result of increased costs of compliance and administration. The Board acknowledged the inherent limitations of profitability analyses, including their reliance on various allocations and assumptions. The Board recognized that the Investment Manager was entitled to earn a profit for the services it furnishes and concluded, based on the preliminary information provided, that the profit expected to be earned by the Investment Manager was not excessive.

Economies of Scale. The Board considered the extent to which economies of scale would be realized as the fund's net assets may increase and whether fee levels reflect these economies of scale for the benefit of fund investors. It was noted that, in 2002, the Board had negotiated an additional breakpoint in the advisory fee at $200 million in assets and that the fund's assets had not risen appreciably above that level since that time. It was also noted that the Investment Manager had shared with the fund a portion of its savings from the outsourcing of the fund accounting services provided to the fund. In its deliberations, the Board recognized the inherent difficulty of drawing meaningful conclusions regarding economies of scale with respect to specific advisors and funds.

Other Benefits to the Investment Manager. The Board recognized that the Investment Manager may have derived other benefits from its relationship with the fund, including the receipt by SISC of transfer agency and related fees from the fund, the purchase by the fund from time to time of portfolio securities underwritten by affiliates of the Investment Manager, the investment of cash collateral from the fund's securities lending program in a money market fund advised and administered by the Investment Manager, the provision by the Investment Manager of other products and services to fund stockholders, the use of the fund as an investment vehicle for other clients of the Investment Manager, and the reputational benefit to the Investment Manager from its association with the fund.

In addition to the foregoing factors, among others, the Board considered the results of the Board's review of alternative investment managers in 2002 and its ability to terminate the Agreement on 60 days' notice. In its deliberations, the Board did not identify any particular factor or factors that were all-important or controlling, and each Director assigned different weights to the various factors considered.

Proposed Sale to Aberdeen Asset Management

On July 7, 2005, Deutsche Bank announced the signing of an agreement with Aberdeen Asset Management to sell parts of the UK and Philadelphia-based asset management businesses of Deutsche Asset Management (DeAM). The Investment Manager is part of DeAM, and certain of the fund's portfolio managers (other than the high yield portfolio manager) are part of the Philadelphia-based asset management business being sold. DeAM is expected to recommend to the fund that the Investment Manager continue as the advisor to the fund and that Aberdeen Asset Management be hired as a subadvisor to the fund. This recommendation will be subject to approval by the Board and the stockholders of the fund.

As a result of the DeAM transaction, the fund adjourned its July 14, 2005 Annual Meeting before voting on Item 2 on the meeting agenda, the Approval of the Continuation of the Management and Investment Advisory Agreement between the fund and the Investment Manager. After the fund's Board has had the opportunity to consider DeAM's recommendation and other alternatives, the fund expects either to reconvene the Annual Meeting or to call a special meeting of stockholders to seek approval of the fund's investment management contracts.

General Information

 

 

Investment Manager

Deutsche Investment Management Americas Inc.
345 Park Avenue
New York, NY 10154

Transfer Agent

Scudder Investments Service Company
P.O. Box 219066
Kansas City, MO 64121-9066

Custodian

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

Legal Counsel

Howard Rice Nemerovski Canady Falk & Rabkin PC
Three Embarcadero Center
San Francisco, CA 94111

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP (Effective April 8, 2005)
125 High Street
Boston, MA 02110

Privacy Policy

 

 

This privacy statement is issued by Deutsche Investment Management Americas Inc., Deutsche Asset Management, Inc., Scudder Distributors, Inc., Scudder Investor Services, Inc., Scudder Trust Company, the Scudder Funds and Montgomery Street Income Securities, Inc.

We never sell customer lists or individual client information. We consider privacy fundamental to our client relationships and adhere to the policies and practices described below to protect current and former clients' information. Internal policies are in place to protect confidentiality, while allowing client needs to be served. Only individuals who need to do so in carrying out their job responsibilities may access client information. We maintain physical, electronic and procedural safeguards that comply with federal and state standards to protect confidentiality. These safeguards extend to all forms of interaction with us, including the Internet.

In the normal course of business, clients give us nonpublic personal information on applications and other forms, on our websites, and through transactions with us or our affiliates. Examples of the nonpublic personal information collected are name, address, Social Security number and transaction and balance information. To be able to serve our clients, certain of this client information is shared with affiliated and nonaffiliated third party service providers such as transfer agents, custodians, and broker-dealers to assist us in processing transactions and servicing your account with us. In addition, we may disclose all of the information we collect to companies that perform marketing services on our behalf or to other financial institutions with which we have joint marketing agreements. The organizations described above that receive client information may only use it for the purpose designated by the companies listed above.

We may also disclose nonpublic personal information about you to other parties as required or permitted by law. For example, we are required or we may provide information to government entities or regulatory bodies in response to requests for information or subpoenas, to private litigants in certain circumstances, to law enforcement authorities, or any time we believe it necessary to protect the firm.

Questions on this policy may be sent to:

Scudder Investments
Attention: Correspondence — Chicago
P.O. Box 219415
Kansas City, MO 64121-9415

August 2004

Notes

 

 

msi_notes_page4

Notes

 

 

msi_notes_page3

Notes

 

 

msi_notes_page2

Notes

 

 

msi_notes_page1

Notes

 

 

msi_notes_page0


ITEM 2.         CODE OF ETHICS.

                Not applicable.

ITEM 3.         AUDIT COMMITTEE FINANCIAL EXPERT.

                Not applicable.

ITEM 4.         PRINCIPAL ACCOUNTANT FEES AND SERVICES.

                Not applicable.

ITEM 5.         AUDIT COMMITTEE OF LISTED REGISTRANTS

                Not Applicable

ITEM 6.         SCHEDULE OF INVESTMENTS

                Not Applicable

ITEM 7.         DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
                CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

                Not applicable.

ITEM 8.         PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

                Not applicable.

ITEM 9.         PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT
                INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Montgomery Street

Item 9 of Form N-CSR - Repurchase Disclosure

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

                                                        (c)           (d)
                                                        Total         Maximum
                                                        Number of     Number of
                                                        Shares        Shares
                               (a)          (b)         Purchased     that May
                               Total        Average     as Part of    Yet Be
                               Number       Price       Publicly      Purchased
                               of           Paid        Announced     Under the
                               Shares       per         Plans or      Plans or
Period                         Purchased    Share       Programs      Programs
--------------------------------------------------------------------------------
January 1 through January 31    12,000     $18,575         n/a         n/a
February 1 through February 28     0         $0            n/a         n/a
March 1 through March 31           0         $0            n/a         n/a
April 1 through April 30         6,000     $17.464         n/a         n/a
May 1 through May 31             6,000     $17.968         n/a         n/a
June 1 through June 30             0         $0            n/a         n/a


--------------------------------------------------------------------------------
Total                           24,000     $18.121         n/a         n/a
--------------------------------------------------------------------------------

ITEM 10.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Board of Directors does not have a nominating committee or a charter
relating to the nomination of Directors. The full Board considers possible
candidates to fill vacancies on the Board of Directors, reviews the
qualifications of candidates recommended by stockholders and others, and
recommends the slate of nominees to be proposed for election by stockholders at
the annual meeting. Individuals who would be considered Independent Directors,
if elected, are selected and nominated solely by the Independent Directors of
the Fund (currently, Messrs. Bradshaw, Van Auken and Van Horne and Ms. Johnson).
In light of the fact that 80% of the Board of Directors is composed of
Independent Directors and the remaining Director (Mr. Packard) is not presently
affiliated with the Investment Manager, the Board believes that it is
appropriate for the full Board to participate in the consideration of Director
candidates. Stockholders wishing to recommend any Director candidate should
submit in writing a brief description of the candidate's business experience and
other information relevant to the candidate's qualifications to serve as a
Director. Submissions should be addressed to the Chairman of the Board of
Directors, Montgomery Street Income Securities, Inc., 101 California Street,
Suite 4100, San Francisco, CA 94111.

ITEM 11.        CONTROLS AND PROCEDURES.

(a) The Chief Executive and Financial Officers concluded that the Registrant's
Disclosure Controls and Procedures are effective based on the evaluation of the
Disclosure Controls and Procedures as of a date within 90 days of the filing
date of this report.

(b) There have been no changes in the registrant's internal control over
financial reporting that occurred during the registrant's last half-year (the
registrant's second fiscal half-year in the case of the annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal controls over financial reporting.

ITEM 12.        EXHIBITS.

(a)(1)   Certification  pursuant to Rule 30a-2(a) under the  Investment  Company
         Act of 1940 (17 CFR  270.30a-2(a))  is filed  and  attached  hereto  as
         Exhibit 99.CERT.

(b)      Certification  pursuant to Rule 30a-2(b) under the  Investment  Company
         Act of 1940 (17 CFR  270.30a-2(b))  is furnished and attached hereto as
         Exhibit 99.906CERT.




Form N-CSR Item F

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Registrant:                         Montgomery Street Income Securities


By:                                 /s/ Julian Sluyters
                                    ---------------------------
                                    Julian Sluyters
                                    Chief Executive Officer

Date:                               August 30, 2005


Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Registrant:                         Montgomery Street Income Securities


By:                                 /s/Julian Sluyters
                                    ---------------------------
                                    Julian Sluyters
                                    Chief Executive Officer

Date:                               August 30, 2005



By:                                 /s/ Paul Schubert
                                    ---------------------------
                                    Paul Schubert
                                    Chief Financial Officer

Date:                               August 30, 2005