-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GpHbKUm9dYQx07XMwa540RjX1Y5UOVE9PFQaqXLvxRvLsIe/VpMpgJZMEns961qW zBzcFInr/n5DG4/yocyq6g== 0001193125-06-192319.txt : 20060918 0001193125-06-192319.hdr.sgml : 20060918 20060918132427 ACCESSION NUMBER: 0001193125-06-192319 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060918 DATE AS OF CHANGE: 20060918 EFFECTIVENESS DATE: 20060918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS FUNDS, INC. CENTRAL INDEX KEY: 0000091157 IRS NUMBER: 132583041 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-01464 FILM NUMBER: 061095179 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INCOME & GROWTH FUND INC DATE OF NAME CHANGE: 19840815 FORMER COMPANY: FORMER CONFORMED NAME: MOODYS FUND INC DATE OF NAME CHANGE: 19720512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON INCOME TRUST INC CENTRAL INDEX KEY: 0000810868 IRS NUMBER: 521519230 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05029 FILM NUMBER: 061095181 BUSINESS ADDRESS: STREET 1: 100 LIGHT STREET STREET 2: 23RD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 1-800-368-2558 MAIL ADDRESS: STREET 1: 100 LIGHT STREET STREET 2: 23RD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: LEGG MASON INCOME TRUST DATE OF NAME CHANGE: 19870428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALOMON FUNDS TRUST CENTRAL INDEX KEY: 0000794047 IRS NUMBER: 046554307 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05034 FILM NUMBER: 061095182 BUSINESS ADDRESS: STREET 1: 21 MILK STREET STREET 2: 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6174231679 MAIL ADDRESS: STREET 1: SEVEN WORLD TRADE CENTER, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: CITIFUNDS TAX FREE INCOME TRUST DATE OF NAME CHANGE: 19981030 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK NEW YORK TAX FREE INCOME FUND DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS VARIABLE PORTFOLIOS II CENTRAL INDEX KEY: 0000874835 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06310 FILM NUMBER: 061095186 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: GREENWICH STREET SERIES FUND DATE OF NAME CHANGE: 19970902 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON SERIES FUND DATE OF NAME CHANGE: 19920929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS SECTOR SERIES, INC. CENTRAL INDEX KEY: 0000797480 IRS NUMBER: 133444708 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04757 FILM NUMBER: 061095189 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SECTOR SERIES INC. DATE OF NAME CHANGE: 20051215 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SECTOR SERIES FUNDS DATE OF NAME CHANGE: 20010627 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY NATURAL RESOURCES FUND INC DATE OF NAME CHANGE: 19960116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS INVESTMENT FUNDS, INC. CENTRAL INDEX KEY: 0000355747 IRS NUMBER: 133089608 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03275 FILM NUMBER: 061095191 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INVESTMENT FUNDS INC DATE OF NAME CHANGE: 20060105 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INVESTMENT FUNDS INC /MD/ DATE OF NAME CHANGE: 20010308 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON INVESTMENT FUNDS INC DATE OF NAME CHANGE: 19931015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALOMON BROTHERS SERIES FUNDS INC CENTRAL INDEX KEY: 0000862502 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06087 FILM NUMBER: 061095183 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS TRUST II CENTRAL INDEX KEY: 0000744389 IRS NUMBER: 000000000 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04007 FILM NUMBER: 061095188 BUSINESS ADDRESS: STREET 1: LEGG MASON STREET 2: 125 BROAD STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-625-4554 MAIL ADDRESS: STREET 1: LEGG MASON STREET 2: 125 BROAD STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY TRUST II DATE OF NAME CHANGE: 20010619 FORMER COMPANY: FORMER CONFORMED NAME: CITIFUNDS TRUST II DATE OF NAME CHANGE: 19981030 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK CAPITAL GROWTH FUND DATE OF NAME CHANGE: 19900426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS INVESTMENT SERIES CENTRAL INDEX KEY: 0000810271 IRS NUMBER: 000000000 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05018 FILM NUMBER: 061095190 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INVESTMENT SERIES DATE OF NAME CHANGE: 20010306 FORMER COMPANY: FORMER CONFORMED NAME: CONCERT INVESTMENT SERIES DATE OF NAME CHANGE: 19980224 FORMER COMPANY: FORMER CONFORMED NAME: COMMON SENSE TRUST DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS INCOME FUNDS CENTRAL INDEX KEY: 0000764624 IRS NUMBER: 000000000 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04254 FILM NUMBER: 061095192 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INCOME FUNDS DATE OF NAME CHANGE: 19941228 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON INCOME FUNDS DATE OF NAME CHANGE: 19931015 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN BROTHERS INCOME FUNDS DATE OF NAME CHANGE: 19930331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS VARIABLE PORTFOLIOS I, INC. CENTRAL INDEX KEY: 0001047909 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08443 FILM NUMBER: 061095187 BUSINESS ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-446-1013 MAIL ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SALOMON BROTHERS VARIABLE SERIES FUNDS INC DATE OF NAME CHANGE: 19971016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Legg Mason Partners Variable Portfolios V CENTRAL INDEX KEY: 0001026107 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07893 FILM NUMBER: 061095184 BUSINESS ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-625-4554 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: Legg Mason Partners Variable Annuity Portfolios V DATE OF NAME CHANGE: 20060711 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE ANNUITY PORTFOLIOS DATE OF NAME CHANGE: 20040802 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE ANNUITY PORTFOLIOS / DATE OF NAME CHANGE: 19981030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Legg Mason Partners Variable Portfolios III, Inc. CENTRAL INDEX KEY: 0000919557 IRS NUMBER: 133767311 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08372 FILM NUMBER: 061095185 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: TRAVELERS SERIES FUND INC DATE OF NAME CHANGE: 19980122 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY TRAVELERS SERIES FUND INC DATE OF NAME CHANGE: 19940613 FORMER COMPANY: FORMER CONFORMED NAME: SBA VARIABLE PRODUCTS SERIES FUND INC DATE OF NAME CHANGE: 19940228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON INVESTORS TRUST INC CENTRAL INDEX KEY: 0000904046 IRS NUMBER: 521828993 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07692 FILM NUMBER: 061095180 BUSINESS ADDRESS: STREET 1: 100 LIGHT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 1-800-368-2558 MAIL ADDRESS: STREET 1: 100 LIGHT ST STREET 2: 23RD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 0000091157 S000008951 Legg Mason Partners Large Cap Value Fund C000024307 Class A SBCIX C000024308 Class B SBCCX C000024309 Class C SBGCX C000024310 Class Y SBCYX 0000091157 S000008953 Legg Mason Partners U.S. Government Securities Fund C000024315 Class A C000024316 Class B C000024317 Class C C000024318 Class Y 0000355747 S000008864 Legg Mason Partners Multiple Discipline Funds - Balanced All Cap Growth and Value Fund C000024127 Class Y C000024128 Class A sdfax C000024129 Class B sdfbx C000024130 Class C sdfcx 0000355747 S000008868 Legg Mason Partners Small Cap Growth Fund C000024143 Class 1 sbcfx C000024144 Class A sbsgx C000024145 Class B sbybx C000024146 Class C sbslx C000024147 Class Y sbzyx 0000744389 S000008962 Legg Mason Partners Small Cap Growth Opportunities Fund C000024340 Class A CFSGX C000024341 Class B SMOBX C000024342 Class C SGOLX C000024343 Class Y SGOYX 0000764624 S000008973 Legg Mason Partners Dividend and Income Fund C000024376 Class A C000024377 Class B C000024378 Class C C000024379 Class O C000024380 Class Y 0000764624 S000008974 Legg Mason Partners Exchange Reserve Fund C000024381 Class B C000024382 Class C 0000794047 S000009893 Salomon Brothers California Tax Free Bond Fund C000027375 Class A CCAIX C000027376 Class B SCUBX C000027377 Class C SCULX C000027378 Class O SCUOX 0000794047 S000009894 Salomon Brothers Mid Cap Fund C000027379 Class A SMDAX C000027380 Class B SMDBX C000027381 Class C SMDZX C000027382 Class O SMDOX 0000797480 S000004132 Legg Mason Partners Health Sciences Fund C000011577 Class Y C000011578 Class A sbiax C000011579 Class B sbhbx C000011580 Class C sbhlx 0000810271 S000008936 Legg Mason Partners International Fund C000024278 Class Y C000024279 Class 1 SCQIX C000024280 Class A CSQAX C000024281 Class B CSQBX C000024282 Class C SIALX 0000810271 S000010846 Legg Mason Partners Variable Growth and Income Portfolio C000030082 Legg Mason Partners Variable Growth and Income Portfolio 0000810868 S000000664 Legg Mason High Yield Portfolio C000001905 Institutional Class C000001906 Primary Class LMHYX 0000862502 S000009880 Salomon Brothers Balanced Fund C000027336 Class A STRAX C000027337 Class B STRBX C000027338 Class C STRCX C000027339 Class O STROX 0000874835 S000004414 Legg Mason Partners Variable Growth & Income Portfolio C000012174 Class I C000012175 Class II 0000874835 S000004416 Legg Mason Partners Variable Capital and Income Portfolio C000012177 Legg Mason Partners Variable Capital and Income Portfolio 0000904046 S000000669 Legg Mason Balanced Trust C000001915 Primary Class LMBTX C000001916 Institutional Class LGBTX C000001917 Financial Intermediary Class LMBFX 0000919557 S000004457 Legg Mason Partners Variable Large Cap Value Portfolio C000012233 Legg Mason Partners Variable Large Cap Value Portfolio 0001026107 S000010849 Legg Mason Partners Variable Small Cap Growth Opportunities Portfolio C000030085 Legg Mason Partners Variable Small Cap Growth Opportunities Portfolio 0001047909 S000008887 Legg Mason Partners Variable All Cap Portfolio C000024201 Class I C000024202 Class II 0001047909 S000008893 Legg Mason Partners Variable Total Return Portfolio C000024213 Class I C000024214 Class II DEFA14A 1 ddefa14a.htm SCHEDULE 14A INFORMATION SCHEDULE 14A INFORMATION

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

(AMENDMENT NO.        )

Filed by the Registrant        x

 

Filed by a Party other than the Registrant        ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material Pursuant to § 240.14a-12

LEGG MASON INCOME TRUST, INC.

LEGG MASON INVESTORS TRUST, INC.

LEGG MASON PARTNERS FUNDS, INC.

LEGG MASON PARTNERS INCOME FUNDS

LEGG MASON PARTNERS INVESTMENT FUNDS, INC.

LEGG MASON PARTNERS INVESTMENT SERIES

LEGG MASON PARTNERS SECTOR SERIES, INC.

LEGG MASON PARTNERS TRUST II

LEGG MASON PARTNERS VARIABLE PORTFOLIOS I, INC.

LEGG MASON PARTNERS VARIABLE PORTFOLIOS II

LEGG MASON PARTNERS VARIABLE PORTFOLIOS III, INC.

LEGG MASON PARTNERS VARIABLE PORTFOLIOS V

SALOMON BROTHERS SERIES FUNDS INC

SALOMON FUNDS TRUST

 

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

 

  (2) Aggregate number of securities to which transaction applies:

 

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0- 11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

  (4) Proposed maximum aggregate value of transaction:

 

  (5) Total fee paid:

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1) Amount Previously Paid:

 

(2) Form, Schedule or Registration Statement No.:

 

(3) Filing Party:

 

(4) Date Filed:

Revised 8 23 06

OPENING FOR ALL SCENARIOS:

If Shareholder is an Individual:

Hello, my name is                 , and I’m calling on behalf of Legg Mason. May I please speak with                 ? Briefly, I wanted to be sure you received a proxy statement and proxy card for the special meeting of shareholders of                  Fund to be held on October 4, 2006. Has that arrived? For confirmation purposes, may I please have your city, state, and zip code? Thank you.

If Shareholder is a Corporation or other entity:

Hello, my name is                 , and I’m calling on behalf of Legg Mason. May I please speak with                 ? Briefly, I wanted to be sure you received a proxy statement and proxy card for the special meeting of shareholders of                  Fund to be held on October 4, 2006. Has that arrived? For confirmation purposes, may I please have your full name and title? Are you authorized to vote this account?

SCENARIO 1:

If Shareholder says that they HAVE NOT received the proxy statement and proxy card:

Step 1:

I would like to mail you another set of proxy materials. Do you still live at (address)?

You should receive your materials within 7 to 10 business days.

Step 2:

I would like to leave you with our toll free number. If you have any questions or would like to vote over the phone, please call <CFS toll free>. When calling, please refer to record #            . Representatives are available from 9:00a.m. to 11:00 p.m. Eastern time, Monday through Friday, and 12pm to 6pm on Saturday and will be happy to assist with your vote or any questions about the proxy. Thank you for investing with Legg Mason and have a nice day/evening!

After Shareholder Response:

Thank you for your time. Have a nice day/evening!

SCENARIO 2:

If Solicitor reaches Answering Machine:

This message is to remind you that a special meeting of shareholders of the                  Fund is scheduled for October 4, 2006. You should have recently received a proxy statement in the mail. To quickly vote your shares over the telephone, simply call                 . When calling, please refer to record #            . Representatives are available from 9:00 a.m. to 11:00 p.m. Eastern time Monday through Friday, and 12pm to 6pm on Saturday and will be happy to assist with your vote or any questions about the proxy. Your vote is important! Thank you for investing with Legg Mason and have a nice day/evening!

SCENARIO 3:

Step 1:

A. If Shareholder says that they HAVE received the proxy statement and proxy card:

Have you had a chance to return your proxy card yet?

Step 2:

B. If Shareholder says that they HAVE returned the proxy card:

For whatever reason, that vote has not yet registered. To ensure that your vote is registered for the upcoming meeting, I can quickly assist you with that over the phone today.

Step 3:

C. If Shareholder says that they DO NOT want to place a vote over the phone:

Mr./Ms.                 , your vote is important to the fund. It will only take a moment of your time to ensure that your vote is registered. The Board recommends a vote in favor of the proposal. Would you like to register a vote along with the recommendations of your Board?

(If “yes”-follow step 4E. If “no”-follow step 4F)

D. If Shareholder says that they DO want to place a vote over the phone:

The Board recommends a vote in favor of the proposal. Would you like to register a vote along with the recommendations of your Board?

Step 4:

E. If Shareholder DOES want to vote with the Board:

I am recording your          vote and will send you a printed confirmation to (address). Please review your confirmation when you receive it and call <CFS toll free> immediately if your voting instructions are not correctly reflected in the confirmation. For confirmation purposes, may I have the city, state and zip code that we’ll be mailing your confirmation to?

E(1.) If the account has duplicates:

Mr./Ms                 , you own additional investments in (list all fund names). Have you received the proxy statements and proxy cards for these accounts?

If YES-ask if shareholder would like to vote the accounts.

If NO- CONFIRM ADDRESS AND REMAIL PROXY MATERIALS.

E(2.) After Shareholder Response:

Thank you for your time and your vote. Please note that you will be receiving additional proxy materials regarding other proposed matters in the future and we would appreciate your vote at that time as well. Thank you for investing with Legg Mason and have a nice day/evening!

F. If Shareholder DOES NOT want to vote with the Board:

Would you like to review the proposal and vote on the item?

F(1.) If Shareholder DECLINES to vote:

Thank you for your time. We will look forward to receiving your vote.

F(2.) If Shareholder AGREES to vote:

READ proposal directly from the proxy statement AND ANSWER ANY QUESTIONS.

The Board recommends a vote in favor of the proposal. How would you like to register your vote?

F(2.)A. If Shareholder DECLINES to Vote:

Thank you for your time. We will look forward to receiving your vote. Have a nice day/evening!

F(2.)B. If Shareholder AGREES to Vote:

I am recording your          vote and will send you a printed confirmation to (address). Please review your confirmation when you receive it and call <CFS toll free> immediately if your voting instructions are not correctly reflected in the confirmation. For confirmation purposes, may I have the city, state and zip code that we’ll be mailing your confirmation to?

If the account has duplicates:

Mr./Ms                 , you own additional investments in (list all fund names). Have you received the proxy statements and proxy cards for these accounts?

If YES-ask if shareholder would like to vote the accounts.

If NO- CONFIRM ADDRESS AND REMAIL PROXY MATERIALS.

 

2

After Shareholder Response:

Please note that you will be receiving additional proxy materials regarding other proposed matters in the future and we would appreciate your vote at that time as well. Thank you for investing with Legg Mason and have a nice day/evening!

SCENARIO 4:

Step 1:

A. If Shareholder says that they HAVE received the proxy statement and proxy card:

Have you had a chance to return your proxy card?

Step 2:

B. If Shareholder says that they HAVE NOT yet returned the proxy card:

To ensure your vote is registered for the upcoming meeting I can quickly assist you with that over the phone today.

Step 3:

C. If Shareholder says that they DO NOT want to place a vote over the phone:

Mr./Ms.                 , your vote is important to the fund. It will only take a moment of your time to ensure that your vote is registered. The Board recommends a vote in favor of the proposal. Would you like to register a vote along with the recommendations of your Board?

(If “yes”-follow step 4E. If “no”-follow step 4F)

D. If Shareholder says that they DO want to place a vote over the phone:

The Board recommends a vote in favor of the proposal. Would you like to register a vote along with the recommendations of your Board?

Step 4:

E. If Shareholder DOES want to vote with the Board:

I am recording your          vote and will send you a printed confirmation to (address). Please review your confirmation when you receive it and call <CFS toll free> immediately if your voting instructions are not correctly reflected in the confirmation. For confirmation purposes, may I have the city, state and zip code that we’ll be mailing your confirmation to?

E(1.) If the account has duplicates:

Mr./Ms                 , you own additional investments in (list all fund names). Have you received the proxy statements and proxy cards for these accounts?

If YES-ask if shareholder would like to vote the accounts.

If NO- CONFIRM ADDRESS AND REMAIL PROXY MATERIALS.

E(2.) After Shareholder Response:

Thank you for your time and your vote. Please note that you will be receiving additional proxy materials regarding other proposed matters in the future and we would appreciate your vote at that time as well. Thank you for investing with Legg Mason and have a nice day/evening!

F. If Shareholder DOES NOT want to vote with the Board:

Would you like to review the proposal and vote on the item?

F(1.) If Shareholder DECLINES to vote:

I would like to leave you with our toll free number. If you have any questions or would like to vote over the phone, please call <CFS toll free>. When calling, please refer to record #            . Representatives are available from 9:00 a.m. to 11:00 p.m. Eastern time, Monday through Friday, and 12pm to 6pm on Saturday and will be happy to assist with your vote or any questions about the proxy. Thank you for investing with Legg Mason and have a nice day/evening!

 

3

F(2.) If Shareholder AGREES to vote:

READ proposal directly from the proxy statement AND ANSWER ANY QUESTIONS

The Board recommends a vote in favor of the proposal. How would you like to register your vote?

F(2.)A. If Shareholder DECLINES to Vote:

I would like to leave you with our toll free number. If you have any questions or would like to vote over the phone, please call <CFS toll free>. When calling, please refer to record #            . Representatives are available from 9:00 a.m. to 11:00 p.m. Eastern time, Monday through Friday, and 12pm to 6pm on Saturday and will be happy to assist with your vote or any questions about the proxy. Thank you for investing with Legg Mason and have a nice day/evening!

F(2.)B. If Shareholder AGREES to Vote:

I am recording your          vote on a written proxy card. I will forward it to the fund and will send you a printed confirmation to (address). Please review your confirmation when you receive it and call <CFS toll free> immediately if your voting instructions are not correctly reflected in the confirmation. For confirmation purposes, may I have the city, state and zip code that we’ll be mailing your confirmation to?

If the account has duplicates:

Mr./Ms                 , you own additional investments in (list all fund names). Have you received the proxy statements and proxy cards for these accounts?

If YES-ask if shareholder would like to vote the accounts.

If NO- CONFIRM ADDRESS AND REMAIL PROXY MATERIALS.

After Shareholder Response:

Thank you for your time and your vote. Please note that you will be receiving additional proxy materials regarding other proposed matters in the future and we would appreciate your vote at that time as well. Thank you for investing with Legg Mason and have a nice day/evening!

 

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