<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>2
<FILENAME>legalmatters.txt
<DESCRIPTION>LEGAL PROCEEDINGS
<TEXT>


Class action lawsuits have been filed against Citigroup Global Markets
Inc. (the Distributor) and a number of its affiliates, including Smith
Barney Fund Management LLC and Salomon Brothers Asset Management Inc
(the Advisers), substantially all of the mutual funds managed by the
Advisers (the Funds), and directors or trustees of the Funds.  The
complaints allege, among other things, that the Distributor created
various undisclosed incentives for its brokers to sell Smith Barney
and Salomon Brothers funds.  In addition, according to the complaints,
the Advisers caused the Funds to pay excessive brokerage commissions
to the Distributor for steering clients towards proprietary funds.  The
complaints also allege that the defendants breached their fiduciary
duty to the Funds by improperly charging Rule 12b-1 fees and by
drawing on Fund assets to make undisclosed payments of soft dollars
and excessive brokerage commissions.  The complaints seek injunctive
relief and compensatory and punitive damages, recission of the Funds'
contracts with the Advisers, recovery of all fees paid to the
Advisers pursuant to such contracts and an award of attorneys' fees
and litigation expenses.  Citigroup Asset Management believes the
suits are without merit and intends to defend the cases vigorously.

Additional lawsuits arising out of these circumstances and presenting
similar allegations and requests for relief may be filed against
the defendants in the future.  Neither Citigroup Asset Management nor
the Funds believe that any of the pending actions will have a material
adverse effect on the Funds or the ability of the Distributor or the
Advisers to perform under their respective contracts with the Funds.


</TEXT>
</DOCUMENT>
