<DOCUMENT>
<TYPE>EX-99.77E
<SEQUENCE>3
<FILENAME>item-77e_13239.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 second lawsuit against Sharp's auditors is continuing. The
parties to this lawsuit, including the Registrant, have submitted the matters
which are the subject of the lawsuit to a non-binding mediation proceeding. The
mediation proceedings were unsuccessful. The trial for this lawsuit is scheduled
to begin in April 2005. The Registrant is unable to estimate any potential
recovery from this lawsuit as of December 31, 2004.
</TEXT>
</DOCUMENT>
