<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>4
<FILENAME>legalmatter.txt
<TEXT>
Legal Matters
Beginning in June, 2004, 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.
As of the date of this report, 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.

</TEXT>
</DOCUMENT>
