<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>3
<FILENAME>ta.txt
<DESCRIPTION>TRANSFER AGENT SETTLEMENT
<TEXT>
NEW YORK - (Business Wire) -June 2, 2005

The following Citigroup closed-end funds - Citigroup
Investments Corporate Loan Fund Inc., High Income
Opportunity Fund Inc., Intermediate Muni Fund, Inc., Managed
High Income Portfolio Inc., Managed Municipals Portfolio
Inc., Municipal High Income Fund Inc., Real Estate Income
Fund Inc. and Zenix Income Fund Inc., - today issued the
following statement:

On May 31, 2005, the U.S. Securities and Exchange Commission
(SEC) issued an order in connection with the settlement of
an administrative proceeding against Smith Barney Fund
Management LLC (SBFM) and Citigroup Global Markets Inc.
(CGMI) relating to the appointment of an affiliated transfer
agent for the Smith Barney family of mutual funds (the
Affected Funds).

The SEC order finds that SBFM and CGMI willfully violated
Section 206(1) of the Investment Advisers Act of 1940
(Advisers Act). Specifically, the order finds that SBFM and
CGMI knowingly or recklessly failed to disclose to the
boards of the Affected Funds in 1999 when proposing a new
transfer agent arrangement with an affiliated transfer agent
that: First Data Investors Services Group (First Data), the
Affected Funds' then-existing transfer agent, had offered to
continue as transfer agent and do the same work for
substantially less money than before; and that Citigroup
Asset Management (CAM), the Citigroup business unit that
includes the Fund's investment manager and other investment
advisory companies, had entered into a side letter with
First Data under which CAM agreed to recommend the
appointment of First Data as sub-transfer agent to the
affiliated transfer agent in exchange, among other things,
for a guarantee by First Data of specified amounts of asset
management and investment banking fees to CAM and CGMI. The
order also finds that SBFM and CGMI willfully violated
Section 206(2) of the Advisers Act by virtue of the
omissions discussed above and other misrepresentations and
omissions in the materials provided to the Affected Funds'
boards, including the failure to make clear that the
affiliated transfer agent would earn a high profit for
performing limited functions while First Data continued to
perform almost all of the transfer agent functions, and the
suggestion that the proposed arrangement was in the Affected
Funds' best interests and that no viable alternatives
existed. SBFM and CGMI do not admit or deny any wrongdoing
or liability. The settlement does not establish wrongdoing
or liability for purposes of any other proceeding.

The SEC censured SBFM and CGMI and ordered them to cease and
desist from violations of Sections 206(1) and 206(2) of the
Advisers Act. The order requires Citigroup to pay $208.1
million, including $109 million in disgorgement of profits,
$19.1 million in interest, and a civil money penalty of $80
million. Approximately $24.4 million has already been paid
to the Affected Funds, primarily through fee waivers. The
remaining $183.7 million, including the penalty, will be
paid to the U.S. Treasury and then distributed pursuant to a
plan to be prepared
by Citigroup and submitted within 90 days of the entry of
the order for approval by the SEC. The order also requires
that transfer agency fees received from the Affected Funds
since December 1, 2004 less certain expenses be placed in
escrow and provides that a portion of such fees may be
subsequently distributed in accordance with the terms of the
order.

The order requires SBFM to recommend a new transfer agent
contract to the Affected Fund boards within 180 days of the
entry of the order; if a Citigroup affiliate submits a
proposal to serve as transfer agent or sub-transfer agent,
an independent monitor must be engaged at the expense of
SBFM and CGMI to oversee a competitive bidding process.
Under the order, Citigroup must comply with an amended
version of a vendor policy that Citigroup instituted in
August 2004. That policy, as amended, among other things,
requires that when requested by a Fund board, CAM will
retain at its own expense an independent consulting expert
to advise and assist the board on the selection of certain
service providers affiliated with Citigroup.

At this time, there is no certainty as to how the proceeds
of the settlement will be distributed, to whom such
distributions will be made, the methodology by which such
distribution will be allocated, and when such distribution
will be made. Although there can be no assurance, Citigroup
does not believe that this matter will have a material
adverse effect on the Funds.

The Funds did not implement the transfer agent arrangement
described above and therefore will not receive any portion
of the distributions.

Symbols: HIO, MHF, MHY, MMU, RIT, SBI, TLI, ZIF

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