<DOCUMENT>
<TYPE>EX-99.77E
<SEQUENCE>4
<FILENAME>item-77e_12459.txt
<DESCRIPTION>LEGAL PROCEEDINGS
<TEXT>
                                                                        ITEM 77E
                                                                        --------

                               LEGAL PROCEEDINGS


The Registrant, together with other investors, including Massachusetts Mutual
Life Insurance Company (the parent of Registrant's investment advisor), is a
plaintiff in litigation connected with private placement investments made by the
Registrant in Sharp International Corporation ("Sharp"). Three managing
shareholders of Sharp, which is currently being liquidated in Chapter 7
liquidation proceedings, have pleaded guilty to criminal fraud charges.
Initially two separate civil lawsuits were brought in New York State Court in
an attempt to recover damages for lost investment funds from Sharp's working
capital lender and auditors. The first lawsuit against Sharp's working capital
lender was dismissed prior to trial. An appeal of this dismissal was
unsuccessful. The second lawsuit against Sharp's auditors, KPMG, is in its
preliminary stages. The parties to this lawsuit, including the Registrant, have
recently agreed to submit the matters which are the subject of the lawsuit to a
non-binding mediation proceeding. The Registrant is unable to estimate any
recovery from this lawsuit as of December 31, 2003.


</TEXT>
</DOCUMENT>
