Exhibit 77E Legal Proceedings

In late 2003, many companies in the
mutual fund industry received
regulatory inquiries into their trading
practices, specifically related to late
trading and market timing.  The Advisor
and the Funds have received requests
to supply information from the New
York Attorney General, the U.S.
Securities and Exchange Commission
and the U.S. Attorney General in the
Northern District of California.  The
Advisor and the Funds are cooperating
fully with these inquiries.  In addition,
the SEC has commenced a formal
investigation concerning the Advisor
and the Funds' trading activities.  The
Board of Directors of the Funds has
established a special committee of
independent directors to direct and
oversee a comprehensive review of the
facts and circumstances relevant to the
Funds' trading practices.

At this point in that internal review, the
Advisor and the Funds have found no
evidence of late trading.  To date, the
review has identified the past existence
of market timing arrangements with a
few clients that may have been
inconsistent with the Advisor's and the
Funds' own policies.  The last such
arrangement was terminated in the
fourth quarter of 2002.  For each client
who actually traded pursuant to such an
arrangement, the Advisor's preliminary
analysis found that, in the aggregate,
such trading activity resulted in a net
loss for that client in each Fund in which
that client had an arrangement.  Most of
the Funds did not experience timing
transactions under those arrangements,
and the few Advisor management
personnel who where believed to have
initiated, negotiated, or approved those
arrangements are no longer employees
of the Advisor for unrelated reasons.
This investigation is not yet complete
and the impact to the Funds has not yet
been determined.