<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>3
<FILENAME>legal.txt
<DESCRIPTION>LEGAL PROCEEDINGS
<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>
