<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>3
<FILENAME>legal0308.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 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>
