<DOCUMENT>
<TYPE>EX-99.77(E)
<SEQUENCE>2
<FILENAME>item-77e_12809.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 11
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 involving Sharp's working capital
lender was dismissed prior to trial. An appeal of this dismissal was
unsuccessful. The discovery and deposition components of the second related
lawsuit against Sharp's auditors, KPMG, LLP, have been completed. The parties to
this lawsuit, including the Registrant, agreed to submit the matters which are
the subject of the lawsuit to a non-binding mediation proceeding. However, the
parties were unable to resolve these matters through mediation. The trial is
scheduled to begin early in 2005. The Registrant is unable to estimate any
potential recovery from this lawsuit as of June 30, 2004.


</TEXT>
</DOCUMENT>
