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<SEC-DOCUMENT>0000914851-06-000088.txt : 20060301
<SEC-HEADER>0000914851-06-000088.hdr.sgml : 20060301
<ACCEPTANCE-DATETIME>20060301142651
ACCESSION NUMBER:		0000914851-06-000088
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20051231
FILED AS OF DATE:		20060301
DATE AS OF CHANGE:		20060301
EFFECTIVENESS DATE:		20060301

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INTERMEDIATE MUNI FUND INC
		CENTRAL INDEX KEY:			0000882300
		IRS NUMBER:				133643581
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-06506
		FILM NUMBER:		06654725

	BUSINESS ADDRESS:	
		STREET 1:		CITIGROUP ASSET MANAGEMENT
		STREET 2:		125 BROAD STREET, 10TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004
		BUSINESS PHONE:		212-291-2556

	MAIL ADDRESS:	
		STREET 1:		CITIGROUP ASSET MANAGEMENT
		STREET 2:		125 BROAD STREET, 10TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SMITH BARNEY INTERMEDIATE MUNICIPAL FUND INC
		DATE OF NAME CHANGE:	19920909

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SMITH BARNEY INTERMEDIATE QUALITY MUNICIPAL FUND INC
		DATE OF NAME CHANGE:	19600201
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>answer.fil
<TEXT>
<PAGE>      PAGE  1
000 B000000 12/31/2005
000 C000000 882300
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001 A000000 INTERMEDIATE MUNI FUND, INC.
001 B000000 811-6506
001 C000000 8004512010
002 A000000 125 BROAD STREET
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10004
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011 A000001 CITIGROUP GLOBAL MARKETS INC.
011 B000001 8-8177
011 C010001 NEW YORK
011 C020001 NY
011 C030001 10004
012 A000001 PFPC INC.
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012 C010001 WESTBOROUGH
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013 A000001 KPMG LLP
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013 B030001 10154
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015 A000001 STATE STREET BANK AND TRUST COMPANY
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015 C010001 BOSTON
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<PAGE>      PAGE  2
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022 A000001 JPMORGAN CHASE & CO.
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080 C000000   145000
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087 A020000 45880P104
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SIGNATURE   ROBERT BRAULT
TITLE       TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>auditletter77b.txt
<TEXT>
The Shareholders and Board of Directors
Intermediate Muni Fund, Inc.





   Report of Independent Registered Public Accounting Firm


The Shareholders and Board of
Directors
Intermediate Muni Fund, Inc.:

In  planning  and  performing our  audit  of  the  financial
statements of Intermediate Muni Fund, Inc. as of and for the
year  ended  December  31,  2005,  in  accordance  with  the
standards  of the Public Company Accounting Oversight  Board
(United  States),  we considered its internal  control  over
financial   reporting,  including  control  activities   for
safeguarding  securities,  as  a  basis  for  designing  our
auditing  procedures  for  the  purpose  of  expressing  our
opinion  on the financial statements and to comply with  the
requirements  of  Form N-SAR, but not  for  the  purpose  of
expressing  an  opinion on the effectiveness of  the  Fund's
internal  control over financial reporting. Accordingly,  we
express no such opinion.

The  management of the Fund is responsible for  establishing
and  maintaining effective internal control  over  financial
reporting.  In fulfilling this responsibility, estimates and
judgments by management are required to assess the  expected
benefits  and related costs of controls.  A fund's  internal
control  over financial reporting is a process  designed  to
provide  reasonable assurance regarding the  reliability  of
financial   reporting  and  the  preparation  of   financial
statements  for  external purposes in accordance  with  U.S.
generally  accepted  accounting principles.   Such  internal
control   includes  policies  and  procedures  that  provide
reasonable   assurance   regarding  prevention   or   timely
detection of unauthorized acquisition, use or disposition of
a  fund's  assets that could have a material effect  on  the
financial statements.

Because  of its inherent limitations, internal control  over
financial reporting may not prevent or detect misstatements.
Also,  projections  of any evaluation  of  effectiveness  to
future  periods  are subject to the risk that  controls  may
become inadequate because of changes in conditions, or  that
the degree of compliance with the policies or procedures may
deteriorate.

A  control deficiency exists when the design or operation of
a  control  does not allow management or employees,  in  the
normal  course  of performing their assigned  functions,  to
prevent  or  detect  misstatements  on  a  timely  basis.  A
significant   deficiency   is  a  control   deficiency,   or
combination of control deficiencies, that adversely  affects
the  fund's ability to initiate, authorize, record,  process
or  report  external financial data reliably  in  accordance
with U.S. generally accepted accounting principles such that
there  is  more than a remote likelihood that a misstatement
of the fund's annual or interim financial statements that is
more than inconsequential will not be prevented or detected.
A   material  weakness  is  a  significant  deficiency,   or
combination  of  significant deficiencies, that  results  in
more  than  a remote likelihood that a material misstatement
of  the  annual or interim financial statements will not  be
prevented or detected.
Our  consideration  of  the  Fund's  internal  control  over
financial reporting was for the limited purpose described in
the  first paragraph and would not necessarily disclose  all
deficiencies  in internal control that might be  significant
deficiencies   or   material  weaknesses   under   standards
established by the Public Company Accounting Oversight Board
(United States).  However, we noted no deficiencies  in  the
Fund's  internal  control over financial reporting  and  its
operation,  including  controls for safeguarding  securities
that  we consider to be a material weakness as defined above
as of December 31, 2005.

This  report is intended solely for the information and  use
of  management  and the Board of Directors  of  Intermediate
Muni  Fund,  Inc. and the Securities and Exchange Commission
and  is  not intended to be and should not be used by anyone
other than these specified parties.





New York, New York
February 22, 2006























</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>vote77c.txt
<TEXT>
Results of a Special Meeting of Shareholders
On October 21, 2005, a Special Meeting of Shareholders was
held to approve a new
management agreement for Intermediate Muni Fund, Inc. The
following table provides
the number of votes cast for, against or withheld, as well
as the number of abstentions
and broker non-votes as to this matter at the Special
Meeting of Shareholders.

Item Voted On  Votes For Votes Against  Abstentions Broker Non-Votes
New Management
Agreement      6,967,405    302,380       172,943	0


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>4
<FILENAME>item77c.txt
<TEXT>
EX-99.1 2 dex991.htm PRESS RELEASE
Exhibit 99.1
CAM Closed-End Funds: 21 Funds Announce New Investment Management
Contracts in Connection with Closing of Legg Mason, Inc., Citigroup Inc.
Transaction
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.
Zenix Income Fund Inc.
Salomon Brothers Capital and Income Fund Inc.
Salomon Brothers Emerging Markets Debt Fund Inc.
Salomon Brothers Emerging Markets Floating Rate Fund Inc.
Salomon Brothers Emerging Markets Income Fund Inc.
Salomon Brothers Emerging Markets Income Fund II Inc.
Salomon Brothers Global High Income Fund Inc.
Salomon Brothers Global Partners Income Fund Inc.
Salomon Brothers High Income Fund Inc
Salomon Brothers High Income Fund II Inc
Salomon Brothers Municipal Partners Fund II Inc.
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc
Salomon Brothers Worldwide Income Fund Inc.
and
The Salomon Brothers Fund Inc
NEW YORK  (Business Wire)  December 1, 2005
On December 1, 2005, Citigroup Inc. ("Citigroup") announced that it had
completed the sale of substantially all of its asset management business,
Citigroup Asset Management ("CAM"), to Legg Mason, Inc. ("Legg Mason").
As a result, the Fund's investment adviser (the "Manager"), previously
an indirect wholly-owned subsidiary of Citigroup, has become a wholly-
owned subsidiary of Legg Mason. Completion of the sale caused the
Fund's existing investment management contract (and sub-advisory
contract, if applicable) to terminate.
The Fund's shareholders approved a new investment management contract
between the Fund and the Manager (and a new sub-advisory contract, if
applicable) which became effective on December 1, 2005.
Legg Mason's sole business is asset management, with on-the-ground
management capabilities located around the world and assets under
management as of October 31, 2005 aggregating approximately $830
billion (including the combined assets of Legg Mason and Permal plus
approximately $400 billion in managed assets acquired from Citigroup).

Under a licensing agreement between Citigroup and Legg Mason, the name
of the Fund, and the names of investment advisers of the Fund, as well
as all logos, trademarks and service marks related to Citigroup or any
of its affiliates ("Citi Marks") are licensed for use by Legg Mason and
by the Fund. Citi Marks include, but are not limited to, "Smith Barney,"
"Salomon Brothers," "Citi," and "Citigroup Asset Management." Legg Mason
and its affiliates, as well as the Manager, are not affiliated with
Citigroup. All Citi Marks are owned by Citigroup, and are licensed for
use until no later than one year after the date of the licensing agreement.
Legg Mason, Inc. is a global asset management firm, structured as a
holding company. The firm is headquartered in Baltimore, Maryland.
Symbols: EDF, EFL, EHI, EMD, ESD, GDF, HIF, HIO, HIX, MHF, MHY, MMU, MPT,
RIT, SBF, SBG, SBI, SBW, SCD, TLI, ZIF

Contact:		Brenda Grandell
		Citigroup Asset Management
		Director, Closed-End Funds
		212-291-3775

Media Relations:		Mary Athridge
		Citigroup Asset Management
		Media Relations
		212-559-0104



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>5
<FILENAME>legal77e.txt
<TEXT>
EX-99.1 2 dex991.htm PRESS RELEASE
Exhibit 99.1
Citigroup Closed-End Funds
Issue Statement
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

Contact:
Brenda Grandell
Director, Closed-End Funds
Citigroup Asset Management
212-291-3775
Media Contact:
Edward Giltenan
Head of Public Relations
Citigroup Asset Management
212-559-6746

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>6
<FILENAME>legal77e1.txt
<TEXT>
EX-99.1 2 dex991.htm PRESS RELEASE
Exhibit 99.1
Citigroup Closed-End Funds
Issue Statement
NEW YORK  (Business Wire)  September 21, 2005
The following Citigroup closed-end funds  Salomon Brothers Capital
and Income Fund Inc., Salomon Brothers Emerging Markets Debt Fund
Inc., Salomon Brothers Emerging Markets Floating Rate Fund Inc.,
Salomon Brothers Emerging Markets Income Fund Inc., Salomon Brothers
Emerging Markets Income Fund II Inc., Salomon Brothers Global High
Income Fund Inc., Salomon Brothers Global Partners Income Fund Inc.,
Salomon Brothers Inflation Management Fund Inc., Salomon Brothers
Municipal Partners Fund Inc., Salomon Brothers Municipal Partners
Fund II Inc., The Salomon Brothers Fund Inc, Salomon Brothers
Variable Rate Strategic Fund Inc., Salomon Brothers 2008 Worldwide
Dollar Government Term Trust Inc., Salomon Brothers Worldwide Income
Fund Inc., Citigroup Investments Corporate Loan Fund Inc.,
Intermediate Muni Fund, Inc., Managed Municipals Portfolio Inc.,
Municipal High Income Fund Inc., and Real Estate Income Fund Inc.
 today issued the following statement:
The Funds have received information from Citigroup Asset Management
("CAM") concerning Smith Barney Fund Management LLC ("SBFM") and
Salomon Brothers Asset Management Inc ("SBAM"), investment advisory
companies that are a part of CAM. The Funds receive investment
advisory and administrative services from SBAM or SBFM, as the case
may be. The information received from CAM is as follows:
On September 16, 2005, the staff of the Securities and Exchange
Commission (the "Commission") informed SBFM and SBAM that the staff
is considering recommending that the Commission institute
administrative proceedings against SBFM and SBAM for alleged
violations of Section 19(a) and 34(b) of the Investment Company
Act (and related Rule 19a-1). The notification is a result of an
industry wide inspection by the Commission and is based upon
alleged deficiencies in disclosures regarding dividends and
distributions paid to shareholders of certain funds. In connection
with the contemplated proceedings, the staff may seek a cease and
desist order and/or monetary damages from SBFM or SBAM.
SBFM and SBAM are cooperating with the Commission. Although there
can be no assurance, SBFM and SBAM believe that these matters are
not likely to have a material adverse effect on the funds or their
ability to perform their respective investment advisory services
relating to the funds.
The Commission staff's recent notification will not affect the sale
by Citigroup Inc. of substantially all of CAM's worldwide business
to Legg Mason, Inc., which Citigroup continues to expect will occur
in the fourth quarter of this year.
Symbols: EDF, EFL, EHI, EMD, ESD, GFY, GDF, IMF, MNP, MPT, SBF, SBG,
SBW, SCD, MHY, MMU, RIT, SBI, TLI

Contact:
Mary	Athridge
Media Relations
Citigroup Asset Management
212-559-0104
Media Contact:
Bill Golden
Director- Closed-End Funds
Citigroup Asset Management
203-890-7015

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>7
<FILENAME>mgmtagree77q1.txt
<TEXT>
                    MANAGEMENT AGREEMENT

    This MANAGEMENT AGREEMENT ("Agreement") is made this
1st day of December, 2005, by and between Intermediate Muni
Fund Inc., a Maryland Corporation (the "Corporation") and
Smith Barney Fund Management LLC, a Delaware limited
liability company (the "Manager").

    WHEREAS, the Corporation is registered as a management
investment company under the Investment Company Act of 1940,
as amended (the "1940 Act");

     WHEREAS, the Manager is engaged primarily in rendering
investment advisory, management and administrative services
and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended;

    WHEREAS, the Corporation wishes to retain the Manager
to provide investment advisory, management, and
administrative services to the Corporation  (the "Fund");
and

    WHEREAS, the Manager is willing to furnish such
services on the terms and conditions hereinafter set
forth;

    NOW THEREFORE, in consideration of the promises and
mutual covenants herein contained, it is agreed as follows:

     1.   The Corporation hereby appoints the Manager to act as
investment adviser and administrator of the Fund for the
period and on the terms set forth in this Agreement.  The
Manager accepts such appointment and agrees to render the
services herein set forth, for the compensation herein
provided.

     2.   The Fund shall at all times keep the Manager fully
informed with regard to the securities owned by it, its
funds available, or to become available, for investment, and
generally as to the condition of its affairs.  It shall
furnish the Manager with such other documents and
information with regard to its affairs as the Manager may
from time to time reasonably request.


     3.   (a)  Subject to the supervision of the
Corporation's Board of Directors (the "Board"), the Manager
shall regularly provide the Fund with investment research,
advice, management and supervision and shall furnish a
continuous investment program for the Fund's portfolio of
securities and other investments consistent with the Fund's
investment objectives, policies and restrictions, as stated
in the Fund's current Prospectus and Statement of Additional
Information.  The Manager shall determine from time to time
what securities and other investments will be purchased,
retained, sold or exchanged by the Fund and what portion of
the assets of the Fund's portfolio will be held in the
various securities and other investments in which the Fund
invests, and shall implement those decisions, all subject to
the provisions of the Corporation's Articles of
Incorporation and By-Laws (collectively, the "Governing
Documents"), the 1940 Act, and the applicable rules and
regulations promulgated thereunder by the Securities and
Exchange Commission (the "SEC") and interpretive guidance
issued thereunder by the SEC staff and any other applicable
federal and state law, as well as the investment objectives,
policies and restrictions of the Fund referred to above, and
any other specific policies adopted by the Board and
disclosed to the Manager.  The Manager is authorized as the
agent of the Corporation to give instructions to the
custodian of the Fund as to deliveries of securities and
other investments and payments of cash for the account of
the Fund.  Subject to applicable provisions of the 1940 Act
and direction from the Board, the investment program to be
provided hereunder may entail the investment of all or
substantially all of the assets of a Fund in one or more
investment companies.  The Manager will place orders
pursuant to its investment determinations for the Fund
either directly with the issuer or with any broker or
dealer, foreign currency dealer, futures commission merchant
or others selected by it.  In connection with the selection
of such brokers or dealers and the placing of such orders,
subject to applicable law, brokers or dealers may be
selected who also provide brokerage and research services
(as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Funds and/or the
other accounts over which the Manager or its affiliates
exercise investment discretion.  The Manager is authorized
to pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio
transaction for a Fund which is in excess of the amount of
commission another broker or dealer would have charged for
effecting that transaction if the Manager determines in good
faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services
provided by such broker or dealer.  This determination may
be viewed in terms of either that particular transaction or
the overall responsibilities which the Manager and its
affiliates have with respect to accounts over which they
exercise investment discretion.  The Board may adopt
policies and procedures that modify and restrict the
Manager's authority regarding the execution of the Fund's
portfolio transactions provided herein.  The Manager shall
also provide advice and recommendations with respect to
other aspects of the business and affairs of the Fund, shall
exercise voting rights, rights to consent to corporate
action and any other rights pertaining to a Fund's portfolio
securities subject to such direction as the Board may
provide, and shall perform such other functions of
investment management and supervision as may be directed by
the Board.

     (b)  Subject to the direction and control of the Board,
the Manager shall perform such administrative and management
services as may from time to time be reasonably requested by
the Fund as necessary for the operation of the Fund, such as
(i) supervising the overall administration of the Fund,
including negotiation of contracts and fees with and the
monitoring of performance and billings of the Fund's
transfer agent, shareholder servicing agents, custodian and
other independent contractors or agents, (ii) providing
certain compliance, fund accounting, regulatory reporting,
and tax reporting services, (iii) preparing or participating
in the preparation of Board materials, registration
statements, proxy statements and reports and other
communications to shareholders, (iv) maintaining the Fund's
existence, and (v) during such times as shares are publicly
offered, maintaining the registration and qualification of
the Fund's shares under federal and state laws.
Notwithstanding the foregoing, the Manager shall not be
deemed to have assumed any duties with respect to, and shall
not be responsible for, the distribution of the shares of
any Fund, nor shall the Manager be deemed to have assumed or
have any responsibility with respect to functions
specifically assumed by any transfer agent, fund accounting
agent, custodian, shareholder servicing agent or other
agent, in each case employed by the Fund to perform such
functions.

     (c)  The Fund hereby authorizes any entity or person
associated with the Manager which is a member of a national
securities exchange to effect any transaction on the
exchange for the account of the Fund which is permitted by
Section 11(a) of the Securities Exchange Act of 1934, as
amended, and Rule 11a2-2(T) thereunder, and the Fund hereby
consents to the retention of compensation for such
transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).
Notwithstanding the foregoing, the Manager agrees that it
will not deal with itself, or with members of the Board or
any principal underwriter of the Fund, as principals or
agents in making purchases or sales of securities or other
property for the account of the Fund, nor will it purchase
any securities from an underwriting or selling group in
which the Manager or its affiliates is participating, or
arrange for purchases and sales of securities between a Fund
and another account advised by the Manager or its
affiliates, except in each case as permitted by the 1940 Act
and in accordance with such policies and procedures as may
be adopted by a Fund from time to time, and will comply with
all other provisions of the Governing Documents and the
Fund's then-current Prospectus and Statement of Additional
Information relative to the Manager and its directors and
officers.

  4.   Subject to the Board's approval, the Manager or the
Fund may enter into contracts with one or more investment
subadvisers or subadministrators, including without
limitation, affiliates of the Manager, in which the Manager
delegates to such investment subadvisers or
subadministrators any or all its duties specified hereunder,
on such terms as the Manager will determine to be necessary,
desirable or appropriate, provided that in each case the
Manager shall supervise the activities of each such
subadviser or subadministrator and further provided that
such contracts impose on any investment subadviser or
subadministrator bound thereby all the conditions to which
the Manager is subject hereunder and that such contracts are
entered into in accordance with and meet all applicable
requirements of the 1940 Act.

5.   (a)  The Manager, at its expense, shall supply the
Board and officers of the Corporation with all information
and reports reasonably required by them and reasonably
available to the Manager and shall furnish the Fund with
office facilities, including space, furniture and equipment
and all personnel reasonably necessary for the operation of
the Fund.  The Manager shall oversee the maintenance of all
books and records with respect to the Fund's securities
transactions and the keeping of the Fund's books of account
in accordance with all applicable federal and state laws and
regulations.  In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Manager hereby agrees that any
records that it maintains for the Fund are the property of
the Fund, and further agrees to surrender promptly to the
Fund any of such records upon the Fund's request.  The
Manager further agrees to arrange for the preservation of
the records required to be maintained by Rule 31a-1 under
the 1940 Act for the periods prescribed by Rule 31a-2 under
the 1940 Act.  The Manager shall authorize and permit any of
its directors, officers and employees, who may be elected as
Board members or officers of the Fund, to serve in the
capacities in which they are elected.
     (b)  The Manager shall bear all expenses, and shall
furnish all necessary services, facilities and personnel, in
connection with its responsibilities under this Agreement.
Other than as herein specifically indicated, the Manager
shall not be responsible for the Fund's expenses, including,
without limitation, advisory fees; distribution fees;
interest; taxes; governmental fees; voluntary assessments
and other expenses incurred in connection with membership in
investment company organizations; organization costs of the
Fund; the cost (including brokerage commissions, transaction
fees or charges, if any) in connection with the purchase or
sale of the Fund's securities and other investments and any
losses in connection therewith; fees and expenses of
custodians, transfer agents, registrars, independent pricing
vendors or other agents; legal expenses; loan commitment
fees; expenses relating to share certificates; expenses
relating to the issuing and redemption or repurchase of the
Fund's shares and servicing shareholder accounts; expenses
of registering and qualifying the Fund's shares for sale
under applicable federal and state law; expenses of
preparing, setting in print, printing and distributing
prospectuses and statements of additional information and
any supplements thereto, reports, proxy statements, notices
and dividends to the Fund's shareholders; costs of
stationery; website costs; costs of meetings of the Board or
any committee thereof, meetings of shareholders and other
meetings of the Fund; Board fees; audit fees; travel
expenses of officers, members of the Board and employees of
the Fund, if any; and the Fund's pro rata portion of
premiums on any fidelity bond and other insurance covering
the Fund and its officers, Board members and employees;
litigation expenses and any non-recurring or extraordinary
expenses as may arise, including, without limitation, those
relating to actions, suits or proceedings to which the Fund
is a party and the legal obligation which the Fund may have
to indemnify the Fund's Board members and officers with
respect thereto.

  6.   No member of the Board, officer or employee of the
Corporation or Fund shall receive from the Corporation or
Fund any salary or other compensation as such member of the
Board, officer or employee while he is at the same time a
director, officer, or employee of the Manager or any
affiliated company of the Manager, except as the Board may
decide.  This paragraph shall not apply to Board members,
executive committee members, consultants and other persons
who are not regular members of the Manager's or any
affiliated company's staff.

7.   As compensation for the services performed and the
facilities furnished and expenses assumed by the Manager,
including the services of any consultants retained by the
Manager, the Fund shall pay the Manager, as promptly as
possible after the last day of each month, a fee, computed
daily at an annual rate set forth opposite the Fund's name
on Schedule A annexed hereto, provided however, that if the
Fund invests all or substantially all of its assets in
another registered investment company for which the Manager
or an affiliate of the Manager serves as investment adviser
or investment manager, the  annual fee computed as set forth
on such Schedule A shall be reduced by the aggregate
management fees allocated to that Fund for the Fund's then-
current fiscal year from such other registered investment
company.  The first payment of the fee shall be made as
promptly as possible at the end of the month succeeding the
effective date of this Agreement, and shall constitute a
full payment of the fee due the Manager for all services
prior to that date.  If this Agreement is terminated as of
any date not the last day of a month, such fee shall be paid
as promptly as possible after such date of termination,
shall be based on the average daily net assets of the Fund
in that period from the beginning of such month to such date
of termination, and shall be that proportion of such average
daily net assets as the number of business days in such
period bears to the number of business days in such month.
The average daily net assets of the Fund shall in all cases
be based only on business days and be computed as of the
time of the regular close of business of the New York Stock
Exchange, or such other time as may be determined by the
Board.
8.   The Manager assumes no responsibility under this
Agreement other than to render the services called for
hereunder, in good faith, and shall not be liable for any
error of judgment or mistake of law, or for any loss arising
out of any investment or for any act or omission in the
execution of securities transactions for a Fund, provided
that nothing in this Agreement shall protect the Manager
against any liability to the Fund to which the Manager would
otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations
and duties hereunder.  As used in this Section 8, the term
"Manager" shall include any affiliates of the Manager
performing services for the Corporation or the Fund
contemplated hereby and the partners, shareholders,
directors, officers and employees of the Manager and such
affiliates.
9.   Nothing in this Agreement shall limit or restrict the
right of any director, officer, or employee of the Manager
who may also be a Board member, officer, or employee of the
Corporation or the Fund, to engage in any other business or
to devote his time and attention in part to the management
or other aspects of any other business, whether of a similar
nature or a dissimilar nature, nor to limit or restrict the
right of the Manager to engage in any other business or to
render services of any kind, including investment advisory
and management services, to any other fund, firm, individual
or association.  If the purchase or sale of securities
consistent with the investment policies of a Fund or one or
more other accounts of the Manager is considered at or about
the same time, transactions in such securities will be
allocated among the accounts in a manner deemed equitable by
the Manager.  Such transactions may be combined, in
accordance with applicable laws and regulations, and
consistent with the Manager's policies and procedures as
presented to the Board from time to time.
10.  For the purposes of this Agreement, the Fund's "net
assets" shall be determined as provided in the Fund's then-
current Prospectus and Statement of Additional Information
and the terms "assignment," "interested person," and
"majority of the outstanding voting securities" shall have
the meanings given to them by Section 2(a) of the 1940 Act,
subject to such exemptions as may be granted by the SEC by
any rule, regulation or order.
11.  This Agreement will become effective with respect to
the Fund on the date set forth opposite the Fund's name on
Schedule A annexed hereto, provided that it shall have been
approved by the Corporation's Board and by the shareholders
of the Fund in accordance with the requirements of the 1940
Act and, unless sooner terminated as provided herein, will
continue in effect for two years from the above written
date.  Thereafter, if not terminated, this Agreement shall
continue in effect with respect to the Fund, so long as such
continuance is specifically approved at least annually (i)
by the Board or (ii) by a vote of a majority of the
outstanding voting securities of the Fund, provided that in
either event the continuance is also approved by a majority
of the Board members who are not interested persons of any
party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval.
12.  This Agreement is terminable with respect to the Fund
without penalty by the Board or by vote of a majority of the
outstanding voting securities of the Fund, in each case on
not more than 60 days' nor less than 30 days' written notice
to the Manager, or by the Manager upon not less than 90
days' written notice to the Fund, and will be terminated
upon the mutual written consent of the Manager and the
Corporation.  This Agreement shall terminate automatically
in the event of its assignment by the Manager and shall not
be assignable by the Corporation without the consent of the
Manager.
13.  The Manager agrees that for services rendered to the
Fund, or for any claim by it in connection with services
rendered to the Fund, it shall look only to assets of the
Fund for satisfaction and that it shall have no claim
against the assets of any other portfolios of the
Corporation.
14.  No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of
the change, waiver, discharge or termination is sought, and
no material amendment of the Agreement shall be effective
until approved, if so required by the 1940 Act, by vote of
the holders of a majority of the Fund's outstanding voting
securities.
  15.  This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all
prior agreements and understandings relating to the subject
matter hereof.  Should any part of this Agreement be held or
made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be
affected thereby.  This Agreement shall be binding on and
shall inure to the benefit of the parties hereto and their
respective successors.
  16.  This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of
the State of New York.

                 [signature page to follow]


     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers thereunto duly
authorized.

                              INTERMEDIATE MUNI FUND INC.




By:_______________________________
                              Name:     R. Jay Gerken
                              Title:    Chairman


                              SMITH BARNEY FUND MANAGEMENT
                              LLC




By:_______________________________
                              Name:     Robert Shepler
                              Title:    Director


                         Schedule A



Fee:

The  following  percentage of the Fund's average  daily  net
assets:

0.55
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
