<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>2
<FILENAME>legal0907.txt
<DESCRIPTION>LEGAL
<TEXT>
Exhibit 77E

Legal Proceedings

As has been previously reported, the staff of the U.S.
Securities and Exchange
Commission (?SEC?) and the Office of the New York
Attorney General
(?NYAG?) have been investigating practices in the mutual
fund industry identified
as ?market timing? and ?late trading? of mutual fund shares.
Certain other
regulatory authorities have also been conducting
investigations into these practices
within the industry and have requested that the Adviser
provide information
to them. The Adviser has been cooperating and will continue
to cooperate with
all of these authorities. The shares of the Fund are not
redeemable by the Fund,
but are traded on an exchange at prices established by the
market. Accordingly,
the Fund and its shareholders are not subject to the market
timing and late trading
practices that are the subject of the investigations mentioned
above or the
lawsuits described below.

Numerous lawsuits have been filed against the Adviser and
certain other defendants
in which plaintiffs make claims purportedly based on or
related to the same
practices that are the subject of the SEC and NYAG
investigations referred to
above. Some of these lawsuits name the Fund as a party. The
lawsuits are now
pending in the United States District Court for the District of
Maryland pursuant
to a ruling by the Judicial Panel on Multidistrict Litigation
transferring and
centralizing all of the mutual funds involving market and late
trading in the District
of Maryland (the ?Mutual Fund MDL?).

The Adviser believes that these matters are not likely to have a
material adverse
effect on the Fund or the Adviser?s ability to perform advisory
services relating to
the Fund.
</TEXT>
</DOCUMENT>
