<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>
