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

LEGAL MATTERS

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, 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.  Citigroup Asset
Management believes that 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>
