<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>2
<FILENAME>lglmater.txt
<DESCRIPTION>LEGAL LETTER 11-30-04
<TEXT>

LEGAL MATTERS

Class action lawsuits alleging violations of the
federal securities laws were 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, including the Fund (the "Funds"), and directors
or trustees of the Funds (collectively, the "Defendants").
The complaints alleged, 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 alleged 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 also alleged that the Funds
failed to adequately disclose certain of the allegedly
wrongful conduct. The complaints sought injunctive relief and
compensatory and punitive damages, rescission 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.

On December 15, 2004, a consolidated amended complaint
(the "Complaint") was filed alleging substantially similar
causes of action. While the lawsuit is in its earliest
stages, to the extent that the Complaint purports to state
causes of action against the Funds. Citigroup Asset
Management believes the Funds have significant defenses
to such allegations, which the Funds intend to vigorously
assert in responding to the Complaint.

Additional lawsuits arising out of these circumstances
and presenting similar allegations and requests for relief
may be filed against the Defendants in the future.

Citigroup Asset Management and the Funds believe that the
resolution of the pending lawsuit will not have a material
effect on the financial position or results of operations
of the Funds or the ability of the Advisers and their
affiliates to continue to render services to the Funds
under their respective contracts.

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</DOCUMENT>
