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<SEC-DOCUMENT>0001072613-05-002083.txt : 20050826
<SEC-HEADER>0001072613-05-002083.hdr.sgml : 20050826
<ACCEPTANCE-DATETIME>20050826154124
ACCESSION NUMBER:		0001072613-05-002083
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20050630
FILED AS OF DATE:		20050826
DATE AS OF CHANGE:		20050826
EFFECTIVENESS DATE:		20050826

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MASSMUTUAL PARTICIPATION INVESTORS
		CENTRAL INDEX KEY:			0000831655
		IRS NUMBER:				043025730
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05531
		FILM NUMBER:		051052007

	BUSINESS ADDRESS:	
		STREET 1:		1500 MAIN STREET
		STREET 2:		SUITE 600
		CITY:			SPRINGFIELD
		STATE:			MA
		ZIP:			01115
		BUSINESS PHONE:		4132261000

	MAIL ADDRESS:	
		STREET 1:		1500 MAIN STREET
		STREET 2:		SUITE 600
		CITY:			SPRINGFIELD
		STATE:			MA
		ZIP:			01115

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MASSMUTUAL CORPORATE INVESTORS II
		DATE OF NAME CHANGE:	19880417
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>FORM N-SAR
<TEXT>
<PAGE>      PAGE  1
000 A000000 06/30/2005
000 C000000 0000831655
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 MASSMUTUAL PARTICIPATION INVESTORS
001 B000000 811-5531
001 C000000 4132261000
002 A000000 1500 MAIN STREET, SUITE 600
002 B000000 SPRINGFIELD
002 C000000 MA
002 D010000 01115
002 D020000 0001
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007 C011000 10
008 A000001 BABSON CAPITAL MANAGEMENT LLC
008 B000001 A
008 C000001 801-241
008 D010001 SPRINGFIELD
008 D020001 MA
008 D030001 01115
008 D040001 0001
012 A000001 SHAREHOLDER FINANCIAL SERVICES, INC.
012 B000001 84-1817
012 C010001 DENVER
012 C020001 CO
012 C030001 80217
012 C040001 3673
013 A000001 KPMG LLP
013 B010001 BOSTON
013 B020001 MA
013 B030001 02110
013 B040001 2371
<PAGE>      PAGE  2
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015 B000001 C
015 C010001 NEW YORK
015 C020001 NY
015 C030001 10043
015 E010001 X
018  000000 Y
019 A000000 Y
019 B000000    2
019 C000000 CIPIINVEST
020 A000001 GOLDMAN, SACHS & CO.
020 B000001 13-5108880
020 C000001      1
020 A000002 LAZARD LTD.
020 B000002 98-0437848
020 C000002      1
020 A000003 MERRILL, LYNCH, PIERCE, FENNER & SMITH
020 B000003 13-5674085
020 C000003      1
020 A000004 SOUTHCOAST CAPITAL CORP.
020 B000004 72-1164960
020 C000004      0
020 A000005 FIRST BOSTON CORP.
020 B000005 13-5659485
020 C000005      0
020 A000006 SALOMON SMITH BARNEY HOLD INC.
020 B000006 11-2418191
020 C000006      0
020 A000007 STATE STREET BANK
020 B000007 04-1867445
020 C000007      0
020 A000008 JP MORGAN CHASE
020 B000008 13-4994650
020 C000008      0
020 A000009 BEAR, STEARNS & C0.
020 B000009 13-3299429
020 C000009      0
020 A000010 SPEAR LEEDS & KELLOGG, LP
020 B000010 13-5515460
020 C000010      0
021  000000        3
022 A000001 MERRILL, LYNCH, PIERCE, FENNER & SMITH INC.
022 B000001 13-5674085
022 C000001     36852
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022 A000002 JP MORGAN CHASE
022 B000002 13-4994650
022 C000002     34781
022 D000002       365
022 A000003 GOLDMAN, SACHS & CO.
022 B000003 13-5108880
<PAGE>      PAGE  3
022 C000003     33020
022 D000003         0
022 A000004 SALOMON SMITH BARNEY HOLD INC.
022 B000004 11-2418191
022 C000004     27726
022 D000004         0
022 A000005 SHEARSON LEHMAN AMERICAN EXPRESS
022 B000005 13-2518466
022 C000005     24452
022 D000005       337
022 A000006 FIRST BOSTON CORP.
022 B000006 13-5659485
022 C000006     21015
022 D000006       273
022 A000007 KBC FINANCIAL SERVICES
022 B000007 13-4035459
022 C000007         0
022 D000007      1226
022 A000008 DEUTSCHE BANK CAPITAL CORP.
022 C000008       999
022 D000008         0
022 A000009 WACHOVIA
022 C000009       754
022 D000009         0
022 A000010 BEAR, STEARNS & CO.
022 B000010 13-3299429
022 C000010       499
022 D000010         0
023 C000000     181227
023 D000000       2982
024  000000 Y
025 A000001 LAZARD GROUP LLC
025 B000001 51-0278097
025 C000001 D
025 D000001     378
025 A000002 LAZARD LTD.
025 B000002 98-0437848
025 C000002 E
025 D000002     472
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<PAGE>      PAGE  6
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<PAGE>      PAGE  7
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<PAGE>      PAGE  9
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087 A020000 576299101
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SIGNATURE   CHARLES C. MCCOBB, JR.
TITLE       V.P. AND C.F.O.
<PAGE>
                           EXHIBIT INDEX TO FORM N-SAR
                      OF MASSMUTUAL PARTICIPATION INVESTORS
                   FOR SEMI-ANNUAL PERIOD ENDED JUNE 30, 2005


EXHIBIT NO.                   DESCRIPTION

77E               Legal Proceedings

77O               Transactions Effected Pursuant to Rule 10f-3

77Q1(a)           Material Amendments to the Registrant's By-laws

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77E
<SEQUENCE>2
<FILENAME>item-77e_13719.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 was settled in the
Spring of 2005. Under the terms of the settlement agreement, the Registrant
recovered all legal fees it incurred to prosecute the lawsuit, as well as
additional amounts. A related lawsuit brought by the Trustee of the Sharp
bankruptcy estate against Sharp's auditors on behalf of unsecured creditors,
including the Registrant, was also settled at the same time. Total net proceeds
to be distributed to the Registrant as a result of the settlement of these two
lawsuits against Sharp's auditors are expected to be approximately $750,000 of
which $458,619 has already been received by the Registrant.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77O
<SEQUENCE>3
<FILENAME>item-77o_13719.txt
<DESCRIPTION>RECORD OF SECURITIES PURCHASED UNDER RULE 10F-3
<TEXT>
            ITEM 77O - TRANSACTIONS EFFECTED PURSUANT TO RULE 10f-3

                       MASSMUTUAL PARTICIPATION INVESTORS
              For the period from January 1, 2005 to March 31, 2005
                         Record of Securities Purchased
                         under the Rule 10f-3 Procedures

1.   Fund: MassMutual Participation Investors

2.   Adviser (if any): Babson Capital Management LLC

3.   Securities are: (Select one)

     (a)  Part of an issue registered under the
          Securities Act of 1933 which is being
          offered to the public                             X
                                                          _____

     (b)  Eligible Municipal securities                   _____

     (c)  Securities purchased in an Eligible             _____
          Rule 144A Offering

     (d)  Securities purchased in an Eligible             _____
          Foreign Offering

4.   Issuer: Fastclick, Inc.
     Ticker: FSTC
     Cusip: 31188F105

5.   Description of Security: Common Stock

6.   Date of Purchase: 03/31/05

7.   Underwriter from whom purchased: Credit Suisse First Boston



                                      -1-
<PAGE>

8.   Name of Affiliated Underwriter managing or
     participating in syndicate (attach list of all
     members of syndicate): Jefferies & Company, Inc

9.   Aggregate principal amount of purchase of any
     class of the offering [this amount, when added to
     purchases by other investment companies for whom
     the adviser and the relevant sub-adviser, if any,
     act as adviser, may not exceed 25% of (10)(a) or
     (10)(b)]: $300,000 or 0.39%

10.  (a) (for securities not purchased in an Eligible
     Rule 144A Offering) Aggregate principal amount of
     such class of securities being offered:
     $78,000,000.00

     (b)  (for securities purchased in an Eligible Rule 144A
     Offering only) The principal amount of the
     offering of such class sold by underwriters or
     members of the selling syndicate to qualified
     institutional buyers, as defined in Rule
     144A(a)(1) of this chapter, plus (b) the principal
     amount of the offering of such class in any
     concurrent public offering: N/A

11.  Purchase price, net of fees and expenses [may not
     exceed (13) unless offered for subscription upon
     exercise of rights]: $12.00 per share, $100,800.00
     principal

12.  Date offering commenced: 03/31/05

13.  Price paid by each other purchaser in the offering
     or in any concurrent offering of the securities
     prior to close of first full business day on which
     sales are made: $12.00 per share

14.  Commission, spread or profit: $0.5040 selling
     concession

                          -2-
<PAGE>

15.  Have the following conditions been                    Yes     No
     satisfied?                                           _____   _____


     a.   The purchase price did not exceed the             X
          price paid by each other purchaser in the       _____   _____
          offering or in any concurrent offering of the
          securities prior to the close of the first
          full business day on which sales are made
          (or, if a rights offering, the securities
          were purchased on the fourth day preceding
          the day on which the offering terminated)?

     b.   The underwriting was a firm                       X
          commitment underwriting?                        _____   _____

     c.   The commission, spread or profit                  X
          was reasonable and fair in relation to that     _____   _____
          being received by others for underwriting
          similar securities during the same period?

     d.   (i) (For securities that are not                  X
          municipal securities) The issuer has been in    _____   _____
          continuous operation for not less than three
          years, including the operations of any
          predecessors?

          (ii) (For municipal securities only) The         N/A
          issuer of securities has received an            _____   _____
          investment grade rating from a nationally
          recognized statistical rating organization
          or, if the issuer or entity supplying the
          revenues from which the issue is to be paid
          has been in operation less than three years
          (including the operations of any


                                       -3-
<PAGE>

          predecessors), it has received one of the
          three highest ratings from at least one such
          rating service?

     e.   No Affiliated Underwriter was a                   X
          direct or indirect participant in the sale?     _____   _____
































                                       -4-
<PAGE>

                                FASTCLICK, INC.
             For the period from January 31, 2005 to March 31, 2005
                    Non-affiliated brokers in the syndicate

CREDIT SUISSE FIRST BOSTON LLC
CITIGROUP GLOBAL MARKETS INC.
THOMAS WEISEL PARTNERS LLC





































                                      -1-
<PAGE>


                       MASSMUTUAL PARTICIPATION INVESTORS
              For the period from January 1, 2005 to March 31, 2005
                         Record of Securities Purchased
                         under the Rule 10f-3 Procedures

1.   Fund: MassMutual Participation Investors

2.   Adviser (if any): Babson Capital Management LLC

3.   Securities are: (Select one)

     (a)  Part of an issue registered under the
          Securities Act of 1933 which is being
          offered to the public                             X
                                                          _____

     (b)  Eligible Municipal securities                   _____

     (c)  Securities purchased in an Eligible             _____
          Rule 144A Offering

     (d)  Securities purchased in an Eligible             _____
          Foreign Offering

4.   Issuer: GFI Group Inc.
     International Ticker: GFIG
     Cusip: 361652209

5.   Description of Security: Common Stock

6.   Date of Purchase: January 25, 2005

7.   Underwriter from whom purchased: Merrill Lynch & Co.



                                      -1-
<PAGE>

8.   Name of Affiliated Underwriter managing or
     participating in syndicate (attach list of all
     members of syndicate): Jefferies & Company, Inc

9.   Aggregate principal amount of purchase of any
     class of the offering [this amount, when added to
     purchases by other investment companies for whom
     the adviser and the relevant sub-adviser, if any,
     act as adviser, may not exceed 25% of (10)(a) or
     (10)(b)]: $420,000 or 0.341%

10.  (a) (for securities not purchased in an Eligible
     Rule 144A Offering) Aggregate principal amount of
     such class of securities being offered:
     $123,002,000

     (b)  (for securities purchased in an Eligible Rule 144A
     Offering only) The principal amount of the
     offering of such class sold by underwriters or
     members of the selling syndicate to qualified
     institutional buyers, as defined in Rule
     144A(a)(1) of this chapter, plus (b) the principal
     amount of the offering of such class in any
     concurrent public offering: N/A

11.  Purchase price, net of fees and expenses [may not
     exceed (13) unless offered for subscription upon
     exercise of rights]: $21.00 per share, $6,300
     principal

12.  Date offering commenced: January 25, 2005

13.  Price paid by each other purchaser in the offering
     or in any concurrent offering of the securities
     prior to close of first full business day on which
     sales are made: $21.00 per share

14.  Commission, spread or profit: 0.88 selling
     concession

                                      -2-
<PAGE>

15.  Have the following conditions been                    Yes     No
     satisfied?                                           _____   _____

     a.   The purchase price did not exceed the             X
          price paid by each other purchaser in the       _____   _____
          offering or in any concurrent offering of the
          securities prior to the close of the first
          full business day on which sales are made
          (or, if a rights offering, the securities
          were purchased on the fourth day preceding
          the day on which the offering terminated)?

     b.   The underwriting was a firm                       X
          commitment underwriting?                        _____   _____

     c.   The commission, spread or profit                  X
          was reasonable and fair in relation to that     _____   _____
          being received by others for underwriting
          similar securities during the same period?

     d.   (i) (For securities that are not                  X
          municipal securities) The issuer has been in    _____   _____
          continuous operation for not less than three
          years, including the operations of any
          predecessors?

          (ii) (For municipal securities only) The         N/A
          issuer of securities has received an            _____   _____
          investment grade rating from a nationally
          recognized statistical rating organization
          or, if the issuer or entity supplying the
          revenues from which the issue is to be paid
          has been in operation less than three years
          (including the operations of any

                                      -3-
<PAGE>

          predecessors), it has received one of the
          three highest ratings from at least one such
          rating service?


     e.   No Affiliated Underwriter was a                   X
          direct or indirect participant in the sale?     _____   _____


























                                       -4-
<PAGE>

                                 GFI Group Inc.
              For the period from January 1, 2005 to March 31, 2005
                    Non-affiliated brokers in the syndicate

MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
CITIGROUP GLOBAL MARKETS INC.
BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.



























                                      -1-
<PAGE>


                       MASSMUTUAL PARTICIPATION INVESTORS
               For the period from April 1, 2005 to June 30, 2005
                         Record of Securities Purchased
                         under the Rule 10f-3 Procedures

1.   Fund: MassMutual Participation Investors

2.   Adviser (if any): Babson Capital Management LLC

3.   Securities are: (Select one)

     (a)  Part of an issue registered under the
          Securities Act of 1933 which is being
          offered to the public                             X
                                                          _____

     (b)  Eligible Municipal securities                   _____

     (c)  Securities purchased in an Eligible             _____
          Rule 144A Offering

     (d)  Securities purchased in an Eligible             _____
          Foreign Offering

4.   Issuer: Neustar Inc.
     International Ticker: NSR
     Cusip: 64126X201

5.   Description of Security: Common Stock

6.   Date of Purchase: 06/28/05

7.   Underwriter from whom purchased: Morgan Stanley



                                      -1-
<PAGE>

8.   Name of Affiliated Underwriter managing or
     participating in syndicate (attach list of all
     members of syndicate): Jefferies & Company, Inc

9.   Aggregate principal amount of purchase of any
     class of the offering [this amount, when added to
     purchases by other investment companies for whom
     the adviser and the relevant sub-adviser, if any,
     act as adviser, may not exceed 25% of (10)(a) or
     (10)(b)]: $1,100,000.00 or 0.181%

10.  (a) (for securities not purchased in an Eligible
     Rule 144A Offering) Aggregate principal amount of
     such class of securities being offered:
     $605,000,000.00

     (b)  (for securities purchased in an Eligible Rule 144A
     Offering only) The principal amount of the
     offering of such class sold by underwriters or
     members of the selling syndicate to qualified
     institutional buyers, as defined in Rule
     144A(a)(1) of this chapter, plus (b) the principal
     amount of the offering of such class in any
     concurrent public offering: N/A

11.  Purchase price, net of fees and expenses [may not
     exceed (13) unless offered for subscription upon
     exercise of rights]: $22.00 per share, $30,800.00
     principal

12.  Date offering commenced: 6/28/05

13.  Price paid by each other purchaser in the offering
     or in any concurrent offering of the securities
     prior to close of first full business day on which
     sales are made: $22.00 per share

14.  Commission, spread or profit: $0.85 selling
     concession

                                      -2-
<PAGE>

15.  Have the following conditions been                    Yes     No
     satisfied?                                           _____   _____

     a.   The purchase price did not exceed the             X
          price paid by each other purchaser in the       _____   _____
          offering or in any concurrent offering of the
          securities prior to the close of the first
          full business day on which sales are made
          (or, if a rights offering, the securities
          were purchased on the fourth day preceding
          the day on which the offering terminated)?

     b.   The underwriting was a firm                       X
          commitment underwriting?                        _____   _____

     c.   The commission, spread or profit                  X
          was reasonable and fair in relation to that     _____   _____
          being received by others for underwriting
          similar securities during the same period?

     d.   (i) (For securities that are not                  X
          municipal securities) The issuer has been in    _____   _____
          continuous operation for not less than three
          years, including the operations of any
          predecessors?

          (ii) (For municipal securities only) The         N/A
          issuer of securities has received an            _____   _____
          investment grade rating from a nationally
          recognized statistical rating organization
          or, if the issuer or entity supplying the
          revenues from which the issue is to be paid
          has been in operation less than three years
          (including the operations of any

                                      -3-
<PAGE>

          predecessors), it has received one of the
          three highest ratings from at least one such
          rating service?


     e.   No Affiliated Underwriter was a                   X
          direct or indirect participant in the sale?     _____   _____






























                                       -4-
<PAGE>

                                  Neustar Inc.
               For the period from April 1, 2005 to June 30, 2005
                    Non-affiliated brokers in the syndicate

MORGAN STANLEY & CO. INC.
CREDIT SUISSE FIRST BOSTON LLC
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BEAR, STEARNS & CO. INC.
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.
THINKEQUITY PARTNERS LLC





























                                      -1-
<PAGE>
                       MASSMUTUAL PARTICIPATION INVESTORS
              For the period from October 1, 2004 to December 31, 2004
                         Record of Securities Purchased
                         under the Rule 10f-3 Procedures

1.   Fund: MassMutual Participation Investors

2.   Adviser (if any): Babson Capital Management LLC

3.   Securities are: (Select one)

     (a)  Part of an issue registered under the
          Securities Act of 1933 which is being
          offered to the public                             X
                                                          _____

     (b)  Eligible Municipal securities                   _____

     (c)  Securities purchased in an Eligible             _____
          Rule 144A Offering

     (d)  Securities purchased in an Eligible             _____
          Foreign Offering

4.   Issuer: Ninetowns Digital World - ADS
     Ticker: NINE
     Cusip: 654407105

5.   Description of Security: Common Stock

6.   Date of Purchase: 12/02/04

7.   Underwriter from whom purchased: JP Morgan



                                      -1-
<PAGE>

8.   Name of Affiliated Underwriter managing or
     participating in syndicate (attach list of all
     members of syndicate): Jefferies & Company, Inc

9.   Aggregate principal amount of purchase of any
     class of the offering [this amount, when added to
     purchases by other investment companies for whom
     the adviser and the relevant sub-adviser, if any,
     act as adviser, may not exceed 25% of (10)(a) or
     (10)(b)]: $1,100,000.00 or 1.04%

10.  (a) (for securities not purchased in an Eligible
     Rule 144A Offering) Aggregate principal amount of
     such class of securities being offered:
     $105,600,000.00

     (b)  (for securities purchased in an Eligible Rule 144A
     Offering only) The principal amount of the
     offering of such class sold by underwriters or
     members of the selling syndicate to qualified
     institutional buyers, as defined in Rule
     144A(a)(1) of this chapter, plus (b) the principal
     amount of the offering of such class in any
     concurrent public offering: N/A

11.  Purchase price, net of fees and expenses [may not
     exceed (13) unless offered for subscription upon
     exercise of rights]: $11.00 per share, $13,200.00
     principal

12.  Date offering commenced: 12/02/04

13.  Price paid by each other purchaser in the offering
     or in any concurrent offering of the securities
     prior to close of first full business day on which
     sales are made: $11.00 per share

14.  Commission, spread or profit: $0.462 selling
     concession

                                       -2-
<PAGE>

15.  Have the following conditions been                    Yes     No
     satisfied?                                           _____   _____


     a.   The purchase price did not exceed the             X
          price paid by each other purchaser in the       _____   _____
          offering or in any concurrent offering of the
          securities prior to the close of the first
          full business day on which sales are made
          (or, if a rights offering, the securities
          were purchased on the fourth day preceding
          the day on which the offering terminated)?

     b.   The underwriting was a firm                       X
          commitment underwriting?                        _____   _____

     c.   The commission, spread or profit                  X
          was reasonable and fair in relation to that     _____   _____
          being received by others for underwriting
          similar securities during the same period?

     d.   (i) (For securities that are not                  X
          municipal securities) The issuer has been in    _____   _____
          continuous operation for not less than three
          years, including the operations of any
          predecessors?

          (ii) (For municipal securities only) The         N/A
          issuer of securities has received an            _____   _____
          investment grade rating from a nationally
          recognized statistical rating organization
          or, if the issuer or entity supplying the
          revenues from which the issue is to be paid
          has been in operation less than three years
          (including the operations of any predecessors),
          it


                                       -3-
<PAGE>

          has received one of the three highest ratings
          from at least one such rating service?

     e.   No Affiliated Underwriter was a                   X
          direct or indirect participant in the sale?     _____   _____






























                                       -4-
<PAGE>

                         NINETOWNS DIGITAL WORLD - ADS
            For the period from October 1, 2004 to December 31, 2004
                    Non-affiliated brokers in the syndicate

LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
CITIGROUP GLOBAL MARKET INC.


































                                      -1-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1(A)
<SEQUENCE>4
<FILENAME>item-77q1a_13719.txt
<DESCRIPTION>MATERIAL AMENDMENTS TO THE BY-LAWS
<TEXT>
              ITEM 77Q1(a) - AMENDMENTS TO THE REGISTRANT'S BY-LAWS

         The Trustees of the Registrant approved the following amendment to the
         bylaws on June 8, 2005. (new text is marked in capital letters):


                  Section 3.7. Voting; Proxies; Etc. Shares may be voted in
                  person or by proxy. THE PLACING OF A SHAREHOLDER'S NAME ON A
                  PROXY PURSUANT TO TELEPHONIC OR ELECTRONICALLY TRANSMITTED
                  INSTRUCTIONS OBTAINED PURSUANT TO PROCEDURES REASONABLY
                  DESIGNED TO VERIFY THAT THEY HAVE BEEN AUTHORIZED BY SUCH
                  SHAREHOLDER SHALL CONSTITUTE EXECUTION OF SUCH PROXY BY OR ON
                  BEHALF OF SUCH SHAREHOLDER. When any Share is held jointly by
                  several persons, any one of them may vote at any meeting in
                  person or by proxy in respect of such Share unless at or prior
                  to exercise of the vote the Trustees receive a specific
                  written notice to the contrary from any one of them, but if
                  more than one of them shall be present at such meeting in
                  person or by proxy, and such joint owners or their proxies so
                  present disagree as to any vote cast, such vote shall not be
                  received in respect of such Share. A proxy purporting to be
                  executed by or on behalf of a Shareholder shall be deemed
                  valid unless challenged at or prior to its exercise and the
                  burden of proving invalidity shall rest on the challenger.



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
