On June 24, 2005, Citigroup Inc. ("Citigroup") announced that it has signed a
definitive agreement under which Citigroup will sell substantially all of its
worldwide asset management business to Legg Mason, Inc. ("Legg Mason").

As part of this transaction, the fund's investment adviser (the "Manager"),
currently an indirect wholly owned subsidiary of Citigroup, would become an
indirect wholly owned subsidiary of Legg Mason.

The transaction is subject to certain regulatory approvals, as well as other
customary conditions to closing. Subject to such approvals and the satisfaction
of the other conditions, Citigroup expects the transaction to be completed
laterthis year.

Under the Investment Company Act of 1940, consummation of the transaction will
result in the automatic termination of the fund's investment management
contract with the Manager and any related sub-advisory contract, where
applicable. Therefore, the fund's Board will be asked to approve a new
investment managementcontract between the fund and the Manager (and a new
sub-advisory contract, if applicable). If approved by the Board, the new
investment management contract (and the new sub-advisory contract, if
applicable) will be presented to the shareholders of the fund for their
approval.