ATTACHMENT Q.77E


On June 6, 2005, a stockholder of the Fund commenced litigation in Maryland
state court against the Fund and its directors regarding Mr. Goldstein's
purported nominees and the Fund's Bylaws. The complaint, purportedly a class
action on behalf of all stockholders, alleges, among other things: that the
directors breached their fiduciary duty and the Bylaws in taking the position
that the Fund's director qualification Bylaw applies to Mr. Goldstein's
purported nominees and that they may not be nominated or elected to serve as
Fund directors; that the director qualification and certain other provisions of
the Fund's Bylaws are not valid; that even if those provisions are valid, the
votes for Mr. Goldstein's purported nominees must count as votes cast, for
purposes of determining whether the Board's nominees received a plurality of
votes cast; that the Fund and the directors should be required to disclose how
votes in favor of Mr. Goldstein's purported nominees will be treated; and that
the Fund and the directors do not have authority to disregard votes purportedly
cast by persons whose shareholdings violate the Investment Company Act of 1940.
The complaint seeks as relief, among other things, a declaration that the
qualification Bylaw does not apply to Mr. Goldstein's nominees and/or is
invalid. The Fund and its directors believe these claims do not have merit and
intend to contest them. The suit was filed in Maryland state court, but has
since been removed to federal court in Maryland. The case is pending. The annual
meeting of stockholders occurred on June 21-22, 2005.