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SCHEDULE 14A
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
MassMutual Corporate Investors
MassMutual Participation Investors
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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MASSMUTUAL CORPORATE INVESTORS
MASSMUTUAL PARTICIPATION INVESTORS
Notice of Joint Annual Meeting of
Shareholders and Proxy Statement
TIME
Friday, April 24, 2009
at 1:30 p.m.
PLACE
Oak Room
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111
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Please date, fill in, and sign the enclosed proxy card(s)
and mail in the enclosed return envelope which requires
no postage if mailed in the United States or vote on
the internet by following the instructions in the notice
and proxy card(s).
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MMCIPI3867
MASSMUTUAL CORPORATE INVESTORS
MASSMUTUAL PARTICIPATION INVESTORS
Springfield, Massachusetts
Dear Shareholder:
The 2009 Joint Annual Meeting of Shareholders ("Meeting") of MassMutual
Corporate Investors and MassMutual Participation Investors (the "Trusts") will
be held in the Oak Room of Massachusetts Mutual Life Insurance Company, 1295
State Street, Springfield, Massachusetts 01111, at 1:30 p.m., Eastern Time, on
Friday, April 24, 2009. A Notice and a Proxy Statement regarding the Meeting,
proxy card(s) for your vote at the Meeting, and a postage prepaid envelope in
which to return your proxy card(s) are enclosed.
BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD(S) OR BY VOTING ON THE INTERNET
YOU CAN HELP THE TRUSTS AVOID THE EXPENSE OF SENDING FOLLOW-UP LETTERS TO OBTAIN
THE ATTENDANCE OF A MAJORITY OF THE OUTSTANDING SHARES. You are earnestly
requested to vote your proxy in order that the necessary quorum may be
represented at the Meeting. If you later find that you can be present in person,
you may, if you wish, revoke your proxy then and vote your shares in person.
At the Meeting, shareholders of each Trust will be asked to elect three
Trustees. The Board of Trustees of each Trust recommend that shareholders elect
the nominated Trustees.
I look forward to your attendance at this meeting because it will provide us
with an opportunity to inform you about the progress of the Trusts.
Sincerely,
/s/ Clifford M. Noreen
Clifford M. Noreen
Chairman
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MASSMUTUAL CORPORATE INVESTORS
MASSMUTUAL PARTICIPATION INVESTORS
1500 Main Street, P.O. Box 15189
Springfield, MA 01115-5189
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF
MASSMUTUAL CORPORATE INVESTORS AND MASSMUTUAL PARTICIPATION INVESTORS:
The Annual Meeting of Shareholders of MassMutual Corporate Investors and
MassMutual Participation Investors (each a "Trust") will be held in the Oak Room
of Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield,
Massachusetts 01111, on Friday, April 24, 2009, at 1:30 p.m., Eastern Time (the
"Meeting"), for the following purposes:
(1) to elect as Trustees William J. Barrett, Martin T. Hart, and Clifford M.
Noreen for three-year terms, or until their respective successors are duly
elected and qualified; and
(2) to transact such other business as may properly come before the Meeting or
any adjournment thereof.
Although the Trusts' annual meetings are held together for convenience in order
to hear common presentations, each Trust's shareholders take action
independently of the other. Holders of record of the shares of beneficial
interest of each Trust at the close of business on February 24, 2009, are
entitled to vote at the Meeting or any adjournment thereof.
If you attend the Meeting, you may vote your shares in person. Whether or not
you intend to attend the Meeting in person, you may vote in any of the following
ways:
1. INTERNET: Have your proxy card(s) available. Vote on the Internet by
accessing the website address on your proxy card(s). Enter your control
number from your proxy card(s). Follow the instructions found on the
website; or
2. MAIL: Vote, sign and return your proxy card(s) in the enclosed postage-paid
envelope.
By order of the
Boards of Trustees,
/s/ Patricia J. Walsh
Patricia J. Walsh
Vice President and Secretary
Springfield, Massachusetts
March 9, 2009
PLEASE EITHER VOTE YOUR PROXY ON THE INTERNET OR COMPLETE, DATE, AND SIGN THE
PROXY FOR THE SHARES HELD BY YOU AND RETURN THE PROXY IN THE ENVELOPE PROVIDED
SO THAT YOUR VOTE CAN BE RECORDED. IT IS IMPORTANT THAT YOU VOTE YOUR PROXY
PROMPTLY, REGARDLESS OF THE SIZE OF YOUR HOLDINGS, SO THAT A QUORUM MAY BE
ASSURED.
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MASSMUTUAL CORPORATE INVESTORS
MASSMUTUAL PARTICIPATION INVESTORS
JOINT PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Trustees of MassMutual Corporate Investors ("MCI") and of
MassMutual Participation Investors ("MPV" and, together with MCI, each is
referred to separately as the "Trust" and collectively as the "Trusts") for use
at the Annual Meeting of its Shareholders ("Annual Meeting" or "Meeting"), to be
held in the Oak Room of Massachusetts Mutual Life Insurance Company
("MassMutual"), 1295 State Street, Springfield, Massachusetts 01111, on Friday,
April 24, 2009, at 1:30 p.m., Eastern Time. Unless otherwise indicated, all
information in this Proxy Statement and each Proposal ("Proposal") applies
separately to each Trust.
This Proxy Statement and the accompanying letter to shareholders from the
Chairman of the Board of Trustees, Notice of Annual Meeting of Shareholders, and
proxy card (s) are being mailed on or about March 9, 2009, to shareholders of
record on February 24, 2009, the record date. Each Trust's principal business
office is c/o Babson Capital Management LLC ("Babson Capital"), 1500 Main
Street, P.O. Box 15189, Springfield, Massachusetts 01115-5189.
Holders of the shares of beneficial interest of each Trust ("shares") of record
at the close of business on February 24, 2009 will be entitled to one vote per
share on all business of the Meeting and any adjournments. There were 9,319,509
shares of MCI outstanding and 9,927,243 shares of MPV outstanding on the record
date. The Trusts, to the best of their knowledge, are not aware of any
beneficial owner of more than 5% of the outstanding shares of each Trust.
However, MassMutual, the ultimate parent company of Babson Capital, may be
deemed a beneficial owner of more than 5% of the outstanding shares of MCI by
reason of it owning a $30,000,000 Senior Fixed Rate Convertible Note due
November 15, 2017 (the "MCI Note") issued by the Trust. Similarly, MassMutual
may be deemed a beneficial owner of more than 5% of the outstanding shares of
MPV by reason of it owning a $12,000,000 Senior Fixed Rate Convertible Note due
December 13, 2011 (the "MPV Note" and, together with "MCI Note" each a "Note"
and collectively the "Notes"). MassMutual, at its option, can convert the
principal amount of each Note into shares. The dollar amount of principal would
be converted into an equivalent dollar amount of shares based upon the average
price of the shares for ten business days prior to the notice of conversion.
Any person giving a proxy has power to revoke it by mail or in person at any
time prior to its exercise by executing a superseding proxy or by submitting a
notice of revocation to the Trust. All properly executed and unrevoked proxies
received in time for the Meeting will be voted in accordance with the
instructions contained therein.
Pursuant to the By-Laws of each Trust, the presence at the Annual Meeting, in
person or by proxy, of shareholders entitled to cast a majority of the votes
shall be a quorum for the transaction of business. A plurality of votes cast is
required to elect Trustees. Thus, for each Trust, the three nominees for
election at the Annual Meeting who receive the greatest number of votes properly
cast for the election of Trustees shall be elected Trustees.
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Votes cast by proxy or in person at the Annual Meeting will be counted by
persons appointed by each Trust to act as election inspectors for the Meeting.
The election inspectors will count the total number of votes cast "for" approval
of the proposals for purposes of determining whether sufficient affirmative
votes have been cast. The election inspectors will count shares represented by
proxies that withhold authority to vote for a nominee for election as a Trustee
or that reflect abstentions or "broker non-votes" (i.e., shares held by brokers
or nominees as to which (i) instructions have not been received from the
beneficial owners or the persons entitled to vote and (ii) the broker or nominee
does not exercise the discretionary voting power on a particular matter) as
shares that are present and entitled to vote on the matter for purposes of
determining the presence of a quorum. With respect to the election of Trustees,
abstentions and broker non-votes have no effect on the outcome of the proposal
so long as a quorum is present.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON FRIDAY, APRIL 24, 2009. THE JOINT PROXY
STATEMENT AND EACH TRUST'S MOST RECENT ANNUAL REPORT ARE AVAILABLE ON THE
INTERNET AT http://www. babsoncapital.mci AND http://www.babsoncapital.mpv. A
COPY OF THE JOINT PROXY STATEMENT IS ALSO AVAILABLE ON www.proxyvote.com. Each
Trust will furnish, without charge, a copy of the Trust's annual report for its
fiscal year ended December 31, 2008, and any more recent reports, to any Trust
shareholder upon request. To request a copy, please write to the Trusts, c/o
Babson Capital Management LLC, 1500 Main Street, P.O. Box 15189, Springfield, MA
01115-5189 or call the Trusts' transfer agent, Shareholder Financial Services,
Inc., at 1-800-647-7374.
ELECTION OF TRUSTEES
The Board of Trustees of each Trust is currently comprised of nine Trustees with
terms expiring in 2009, 2010, and 2011. The terms of William J. Barrett and
Martin T. Hart expire this year. Each Trust's Nominating Committee nominated Mr.
Barrett and Mr. Hart for re-election as independent Trustees to the Board of
Trustees for three-year terms. In addition, the Board of Trustees of each Trust
nominated Clifford M. Noreen for election as an interested Trustee to the Board
for a three-year term. All nominees, if elected, are to serve their respective
terms, or until each of their successors is duly elected and qualified.
INFORMATION CONCERNING TRUSTEES, NOMINEES FOR TRUSTEE AND OFFICERS OF EACH TRUST
Set forth below after the name of each nominee for Trustee and for each Trustee
whose term will continue after this Meeting, is his or her present office with
each Trust, age, term of office and length of such term served, principal
occupation during the past five years, certain other of the Trustees'
directorships, and certain other information required to be disclosed in this
Proxy Statement. Also, set forth below is a list of each Trust's senior officers
("Officers") along with his or her position with the Trust, term of office and
length of such term served, and principal occupation or employment for the past
five years.
For purposes of the following Trustee tables, the term "fund complex" includes
the Trusts, MassMutual Premier Funds, MML Series Investment Fund, MML Series
Investment Fund II, and MassMutual Select Funds.
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INTERESTED TRUSTEES
PORTFOLIOS
POSITION(S) OFFICE TERM PRINCIPAL OVERSEEN
NAME (AGE), WITH THE AND LENGTH OF OCCUPATIONS DURING IN FUND
ADDRESS TRUST(S) TIME SERVED PAST 5 YEARS COMPLEX OTHER DIRECTORSHIPS HELD BY DIRECTOR
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CLIFFORD M. NOREEN* (51) Trustee, Term expires President (since 2008), 2 Vice President (since 1996), HYP
Chairman / 2009; Trustee Vice Chairman Management LLC (LLC Manager); Director
1500 Main Street Nominee since 1/ 2009 (2007-2008), Member of (since 2005), MassMutual Corporate
P.O. Box 15189 the Board of Managers Value Limited (investment company);
Springfield, MA 01115-5189 (since 2006), Managing Director (since 2005), MassMutual
Director, Babson Capital; Corporate Value Partners Limited
President (2005 - (investment company); Senior Vice
1/2009), Vice President President (since 1996), MMHC Investment
(1993- 2005) of the LLC (passive investor); Managing
Trusts. Director (since 2006), MassMutual
Capital Partners LLC (investment
company); Director (since 2008),
Jefferies Finance LLC (a finance
company); Member of Investment
Committee (since 1999), Diocese of
Springfield.
* Mr. Noreen is classified as an "interested person" of each Trust and Babson Capital (as defined by the Investment Company Act of
1940, as amended) because of his position as an Officer of each Trust and President and Member of the Board of Managers of Babson
Capital.
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INTERESTED TRUSTEES
PORTFOLIOS
POSITION(S) OFFICE TERM PRINCIPAL OVERSEEN
NAME (AGE), WITH THE AND LENGTH OF OCCUPATIONS DURING IN FUND
ADDRESS TRUST(S) TIME SERVED PAST 5 YEARS COMPLEX OTHER DIRECTORSHIPS HELD BY DIRECTOR
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ROBERT E. JOYAL* (64) Trustee Term expires President (2001-2003) of 57 Director (since 2006), Jefferies Group,
2010; Trustee Babson Capital and Inc. (financial services); Director
1500 Main Street since 2003 President (1993 - 2003) (since 2003), Alabama Aircraft
P.O. Box 15189 of the Trusts. Industries, Inc. (aircraft maintenance
Springfield, MA 01115-5189 and overhaul); Director (since 2007),
Scottish Re Group Ltd. (global life
reinsurance specialist); Trustee (since
2003), MassMutual Select Funds, (an
open-end investment company advised by
MassMutual); Trustee (since 2003), MML
Series Investment Fund (an open-end
investment company advised by
MassMutual); Trustee (1998-2003), Senior
Vice President (1998-2001) and President
(2001-2003), MMCI Subsidiary Trust and
MMPI Subsidiary Trust.
* Mr. Joyal retired as President of Babson Capital in June 2003. In addition and as noted above, Mr. Joyal is a director of
Jefferies Group, Inc., which has a wholly-owned broker-dealer subsidiary that may execute portfolio transactions and/or engage in
principal transactions with the Trusts, other investment companies advised by Babson Capital or any other advisory accounts over
which Babson Capital has brokerage placement discretion. Accordingly, the Trusts have determined to classify Mr. Joyal as an
"interested person" of the Trusts and Babson Capital (as defined by the Investment Company Act of 1940, as amended).
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INTERESTED TRUSTEES
PORTFOLIOS
POSITION(S) OFFICE TERM PRINCIPAL OVERSEEN
NAME (AGE), WITH THE AND LENGTH OF OCCUPATIONS DURING IN FUND
ADDRESS TRUST(S) TIME SERVED PAST 5 YEARS COMPLEX OTHER DIRECTORSHIPS HELD BY DIRECTOR
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WILLIAM J. BARRETT (69) Trustee / Term expires President (since 2002), 2 Director (since 1979), TGC Industries,
Nominee 2009; Trustee Barrett- Gardner Inc. (geophysical services); and
1500 Main Street since 2006 Associates, Inc. (private Director and Secretary (since 2001 and
P.O. Box 15189 merchant bank); Director, from 1996-1997), Chase Packaging
Springfield, MA 01115-5189 Executive Vice President , Corporation (agricultural services).
Assistant Treasurer and
Secretary, Supreme
Industries Inc. (specialty
manufacturer); and Senior
Vice President
(1976-2002), Janney
Montgomery Scott LLC
(investments).
DONALD E. BENSON (78)* Trustee Term expires Executive Vice President 2 Director (1997-2008), MAIR Holdings,
2010; Trustee and Director (since 1992), Inc. (commuter airline holding company);
1500 Main Street since 1986 Marquette Financial and Director (since 1997), First
P.O. Box 15189 for MCI and Companies (financial California Financial Group, Inc. (bank
Springfield, MA 01115-5189 since 1988 services); Partner (since holding company).
for MPV 1996), Benson Family
Limited Partnership No. 1
and Benson Family Limited
Partnership No. 2
(investment partnerships);
and Partner (1987-2004),
Benson, Pinckney, Oates
Partnership (building
partnership).
* Mr. Benson has a beneficial ownership interest in the Benson Family Limited Partnership No. 2 and the Donald E. Benson Trust,
which owns .879% ($270,277) of MassMutual High Yield Partners II LLC and 1.59% ($410,673) of MassMutual Corporate Value Partners
Limited, each an investment fund that may be deemed to be controlled by MassMutual.
7
INTERESTED TRUSTEES
PORTFOLIOS
POSITION(S) OFFICE TERM PRINCIPAL OVERSEEN
NAME (AGE), WITH THE AND LENGTH OF OCCUPATIONS DURING IN FUND
ADDRESS TRUST(S) TIME SERVED PAST 5 YEARS COMPLEX OTHER DIRECTORSHIPS HELD BY DIRECTOR
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MICHAEL H. BROWN (52) Trustee Term expires Private Investor and 2 Independent Director (since 2006),
2011; Trustee Managing Director Invicta Holdings LLC and its
1500 Main Street since 2005 (1994-2005), Morgan subsidiaries (a derivative trading
P.O. Box 15189 Stanley. company owned indirectly by MassMutual).
Springfield, MA 01115-5189
DONALD GLICKMAN (75)* Trustee Term expires Chairman (since 1992), 2 Director (since 1984), Monro Muffler and
2010; Trustee Donald Glickman and Brake, Inc. (automobile repair service);
1500 Main Street since 1992 Company, Inc. (private and Lead Director (since 1998), MSC
P.O. Box 15189 investments); and Partner Software Corp. (simulation software).
Springfield, MA 01115-5189 (since 1992), J.F. Lehman
& Co. (private
investments).
* MassMutual and its affiliates are limited partners in three private investment funds in which affiliates of J.F. Lehman & Co.
serve as the general partner and advisor and as such hold a carried interest. During the past two fiscal years, MassMutual and
its affiliates have paid approximately $467,682 in management fees to these J.F. Lehman affiliates attributable to the
investments in the limited partnerships.
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INTERESTED TRUSTEES
PORTFOLIOS
POSITION(S) OFFICE TERM PRINCIPAL OVERSEEN
NAME (AGE), WITH THE AND LENGTH OF OCCUPATIONS DURING IN FUND
ADDRESS TRUST(S) TIME SERVED PAST 5 YEARS COMPLEX OTHER DIRECTORSHIPS HELD BY DIRECTOR
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MARTIN T. HART (73)* Trustee / Term expires Private Investor; 2 Director (since 2004), Texas Roadhouse,
Nominee 2009; Trustee President and Director Inc. (operates restaurant chain);
1500 Main Street since 1991 (since 1983), H Investment Director (since 1999), ValueClick Inc.
P.O. Box 15189 Company LLC (family (internet advertising company); and
Springfield, MA 01115-5189 partnership). Director (since 2002), Spectranetics
Corp. (medical device company).
CORINE T. NORGAARD (71) Trustee Term expires President (2004 - 2005) , 34 Trustee (since 2005), MML Series
2011; Trustee Thompson Enterprises Real Investment Fund II (an open-end
1500 Main Street since 1998 Estate Investment; and investment company advised by
P.O. Box 15189 Dean (1996- 2004), Barney MassMutual); Trustee (since 2004),
Springfield, MA 01115-5189 School of Business, MassMutual Premier Funds, (an open-end
University of Hartford. investment company advised by
MassMutual); Trustee (since 1993), ING
Series Fund (investment company); and
Director (since 1992), ING Variable
Portfolios, Inc. (investment company).
MALEYNE M. SYRACUSE (52) Trustee Term expires Managing Director (2000- 2
2011; Trustee 2007), JP Morgan
1500 Main Street since 2007 Securities, Inc.
P.O. Box 15189 (investments and banking).
Springfield, MA 01115-5189
* Mr. Hart owns .878% ($270,277) of MassMutual High Yield Partners II LLC and .795% ($205,324) of MassMutual Corporate Value
Partners Limited, each an investment fund that may be deemed to be controlled by MassMutual.
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OFFICERS OF THE TRUST
POSITION(S) OFFICE TERM*
NAME (AGE), WITH THE AND LENGTH OF
ADDRESS TRUST(S) TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
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MICHAEL L. KLOFAS (48) President Since 1/2009 Vice President (1998-2009) of the Trusts; Managing Director (since 2000),
Babson Capital; and Vice President (since 2005), MMCI Subsidiary Trust and
1500 Main Street MMPI Subsidiary Trust.
P.O. Box 15189
Springfield, MA 01115-5189
JAMES M. ROY (46) Vice Since 2005 Treasurer (2003-2005), and Associate Treasurer (1999-2003) of the Trusts;
President and Managing Director (since 2005) and Director (2000-2005), Babson Capital; and
1500 Main Street Chief Financial Trustee (since 2005), Treasurer (since 2005), and Controller (2003-2005), MMCI
P.O. Box 15189 Officer Subsidiary Trust and MMPI Subsidiary Trust.
Springfield, MA 01115-5189
PATRICIA J. WALSH (43) Vice Since 10/2008 Corporate Vice President and Associate General Counsel (since 2005),
President, MassMutual; General Counsel and Secretary (since 2008), Babson Capital; and
1500 Main Street Secretary and Secretary (since 2008), MMCI Subsidiary Trust and MMPI Subsidiary Trust.
P.O. Box 15189 Chief Legal
Springfield, MA 01115-5189 Officer
* Officers hold their position with the Trusts until a successor has been duly elected and qualified. Officers are generally
elected annually by the Board of Trustees. The officers were last elected on July 22, 2008, except for Mr. Klofas who was
elected to replace Mr. Noreen as President on January 23, 2009 and Ms. Walsh who was elected to replace Mr. Rodney Dillman
on October 17, 2008.
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OFFICERS OF THE TRUST
POSITION(S) OFFICE TERM*
NAME (AGE), WITH THE AND LENGTH OF
ADDRESS TRUST(S) TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
JOHN T. DAVITT, JR. (41) Comptroller Since 2001 Director (since 2000), Babson Capital; and Controller (since 2005), MMCI
Subsidiary Trust and MMPI Subsidiary Trust.
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
MELISSA M. LAGRANT (35) Chief Since 2006 Managing Director (since 2005), Babson Capital; Vice President and Senior
Compliance Compliance Trading Manager (2003-2005), Loomis, Sayles & Company, L.P.; and
1500 Main Street Officer Assistant Vice President-Business Risk Management Group (2002-2003) and
P.O. Box 15189 Assistant Vice President-Investment Compliance (2001-2002), Zurich Scudder
Springfield, MA 01115-5189 Investments/ Deutsche Asset Management.
DANIEL J. FLORENCE (36) Treasurer Since 2008 Associate Treasurer (2006 - 2008) of the Trusts; and Associate Director (since
2008), and Analyst (2000-2008), Babson Capital.
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
* Officers hold their position with the Trusts until a successor has been duly elected and qualified. Officers are generally
elected annually by the Board of Trustees. The officers were last elected on July 22, 2008.
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OFFICERS OF THE TRUST
POSITION(S) OFFICE TERM*
NAME (AGE), WITH THE AND LENGTH OF
ADDRESS TRUST(S) TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
JILL A. FIELDS (49) Vice President Since 2006 Managing Director (since 2000), Babson Capital; and Vice President (since
2006), MMCI Subsidiary Trust and MMPI Subsidiary Trust.
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
MICHAEL P. HERMSEN (48) Vice President Since 1998 Managing Director (since 2000), Babson Capital; and Vice President (since
2005), MMCI Subsidiary Trust and MMPI Subsidiary Trust.
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
MARY WILSON KIBBE (55) Vice President Since 1992 Managing Director (since 1999), Babson Capital.
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
* Officers hold their position with the Trusts until a successor has been duly elected and qualified. Officers are generally
elected annually by the Board of Trustees. The officers were last elected on July 22, 2008.
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OFFICERS OF THE TRUST
POSITION(S) OFFICE TERM*
NAME (AGE), WITH THE AND LENGTH OF
ADDRESS TRUST(S) TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
RICHARD E. SPENCER, II(46)Vice President Since 2002 Managing Director (since 1989), Babson Capital; and Vice President (since
1500 Main Street 2005), MMCI Subsidiary Trust and MMPI Subsidiary Trust.
P.O. Box 15189
Springfield, MA 01115-5189
* Officers hold their position with the Trusts until a successor has been duly elected and qualified. Officers are generally
elected annually by the Board of Trustees. The officers were last elected on July 22, 2008.
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SHARE OWNERSHIP OF TRUSTEES AND OFFICERS
As of January 31, 2009, the Trustees and Officers of each Trust as a group
beneficially owned less than one percent (1%) of each of MCI's and MPV's
outstanding shares. This information is based on information furnished by each
Trustee and Officer. Beneficial ownership has been determined in accordance with
Rule 13d-3(d)(1) under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"). Also, as of January 31, 2009, Babson Capital, the advisor to
each Trust, beneficially owned .89% of the outstanding shares of MCI and 1.44%
of the outstanding shares of MPV.
The table below sets forth information regarding the beneficial ownership* of
each Trust's shares by each Trustee based on the market value of such shares as
of January 31, 2009.
DOLLAR RANGES OF SHARES OWNED BY TRUSTEES AND OFFICERS +
NAME OF DOLLAR RANGE DOLLAR RANGE AGGREGATE DOLLAR RANGE
NOMINEE/ OF SHARES OF SHARES OF SHARES IN THE FAMILY
TRUSTEE IN MCI IN MPV OF INVESTMENT COMPANIES
--------------------------------------------------------------------------------
W. Barrett Over $100,000 Over $100,000 Over $100,000
D. Benson $50,001-$100,000 Over $100,000 Over $100,000
M. Brown $50,001-$100,000 $10,001-$50,000 $50,001-$100,000
R. Crandall** Over $100,000*** $1-$10,000 Over $100,000***
D. Glickman Over $100,000 $10,001-$50,000 Over $100,000
M. Hart Over $100,000 Over $100,000 Over $100,000
R. Joyal Over $100,000*** Over $100,000 Over $100,000***
C. Norgaard $10,001-$50,000 $10,001-$50,000 $50,001-$100,000
M. Syracuse $10,001-$50,000 $1-$10,000 $10,001-$50,000
C. Noreen Over $100,000*** None Over $100,000***
M. Klofas Over $100,000*** None Over $100,000***
J. Fields $50,001-$100,000*** None $50,001-$100,000***
M. Hermsen Over $100,000 $10,001-$50,000 Over $100,000
M. Kibbe Over $100,000*** None Over $100,000***
R. Spencer None $1-$10,000 $1-$10,000
* Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2)
under the Exchange Act.
+ Only includes Officers beneficially owning shares.
** Mr. Crandall resigned as Trustee and Chairman of the Trusts on January 23,
2009.
*** Includes interest derived from the market value of MCI common shares
represented in the Babson Capital and/or MassMutual non-qualified
compensation deferral plans. However, pursuant to the terms of the plans,
neither the plans nor the participant has actual ownership of Trust shares.
INFORMATION CONCERNING COMMITTEES AND MEETINGS OF THE BOARD OF TRUSTEES
Each Board of Trustees has an Audit Committee, a Joint Transactions Committee,
and a Nominating Committee.
The Audit Committee of each Trust is comprised exclusively of Trustees who are
not "interested persons" of the Trust, as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the "1940 Act"), and operates
pursuant to a written Audit Committee Charter, which is available on each
Trust's website, www.babsoncapital.com/mci and www.babsoncapital.com/mpv. A
print copy of the Audit Committee Charter may also be obtained by calling,
toll-free, 1-866-399-1516.
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The present members of the Audit Committee of each Trust are Donald E. Benson
(Chairman), Michael H. Brown, and Corine T. Norgaard. Each member of the Audit
Committee qualifies as an "independent" Trustee under the current listing
standards of the New York Stock Exchange (the "Listing Standards") and the rules
of the U.S. Securities and Exchange Commission ("SEC"). In accordance with the
SEC's rules implementing Section 407 of the Sarbanes-Oxley Act of 2002 and upon
due consideration of the qualifications of each member of the Trusts' Audit
Committee, each Board designated Mr. Benson as the Trust's Audit Committee
Financial Expert.
In accordance with the standards set forth in the Audit Committee Charter of
each Trust, the Audit Committee is responsible for: oversight matters; financial
statement and disclosure oversight matters; matters related to the hiring,
retention, and oversight of the Trusts' independent accountants; certain
accounting and audit related oversight matters; and certain other matters as set
forth in the Audit Committee Charter. During the twelve months ended December
31, 2008, the Audit Committee held eight meetings.
The Joint Transactions Committee of each Trust is comprised of all Trustees who
are not "interested persons" of the Trust, as defined in Section 2(a)(19) of the
1940 Act. This Committee reviews certain joint investment transactions between
each Trust and MassMutual pursuant to the conditions set forth in the Trust's
SEC exemptive order under Section 17(d) of the 1940 Act and Rule 17d-1
thereunder. This Committee acts primarily by written consent (seventeen consents
were executed by Committee members, approving thirty-four investments and
turning down two investments during the past fiscal year.) The Committee also
met four times during the year in conjunction with the quarterly meetings of the
Trust's Board of Trustees (approving three investments and turning down one
during the past fiscal year).
The Nominating Committee of each Trust currently is comprised of the following
Trustees: William J. Barrett, Donald E. Benson, Michael H. Brown, Donald
Glickman, Martin T. Hart, Corine T. Norgaard, and Maleyne M. Syracuse, none of
whom is an "interested person" of the Trust, as defined in Section 2(a)(19) of
the 1940 Act. A current copy of each Trust's Nominating Committee's Charter can
be found on each Trust's website, www.babsoncapital.com/mci and
www.babsoncapital.com/mpv. This Committee met once during fiscal year 2008.
The Nominating Committee is responsible for identifying and nominating
individuals to serve as Trustees who are not "interested persons" of the Trust
("independent Trustees"). The Nominating Committee Charter contemplates that all
nominees for independent Trustees have a college degree or, in the judgment of
the Committee, equivalent business experience. In addition, the Committee may
take into account a wide variety of factors in considering Trustee candidates,
giving such weight to any individual factor(s) as it deems appropriate,
including but not limited to: availability and commitment of a candidate to
attend meetings and perform his or her responsibilities on the Board; relevant
industry and related experience; educational background; depth and breadth of
financial expertise; and an assessment of the candidate's ability, judgment,
expertise,
15
reputation, and integrity. In the case of a shareholder recommended candidate,
the Committee may also consider any other facts and circumstances attendant to
such shareholder submission as may be deemed appropriate by the Committee.
Different factors may assume greater or lesser significance at particular times,
in light of the Board's present composition and the Committee's (or the Board's)
perceptions about future issues and needs.
When the Board has or expects to have a vacancy for an independent Trustee, the
Nominating Committee will consider candidates recommended by the Trust's current
Trustees; the Trust's shareholders; the Trust's officers; the Trust's investment
adviser; and any other source the Committee deems to be appropriate. Shareholder
recommendations to fill vacancies on the Board for independent Trustees must be
submitted in accordance with the provisions of the Nominating Committee Charter,
which requires that shareholder recommendations be timely received, and contain
biographical and other necessary information regarding the candidate that would
be required for the Trust to meet its disclosure obligations under the proxy
rules. The Nominating Committee will evaluate nominee candidates properly
submitted by shareholders in the same manner as it evaluates candidates
recommended by other sources.
During the past fiscal year, each Board of Trustees held five regular meetings
(one of which was held by means of a telephone conference call). During the past
fiscal year, each Trustee of each Trust attended all of the meetings of the
Board of Trustees and all of the Committees of the Board on which s/he served.
TRANSACTIONS WITH AND REMUNERATION OF OFFICERS AND TRUSTEES
Pursuant to the Investment Services Contract between each Trust and Babson
Capital (the "Contract"), Babson Capital paid the compensation and expenses of
the Trusts' officers and of all Trustees of the Trusts who were officers or
employees of Babson Capital, with the exception of Mr. Crandall , the Trusts'
secretary and Chief Legal Counsel and Associate Secretaries whose compensation
and expenses were paid by MassMutual.
Trustees who are not officers or employees of MassMutual or Babson Capital
receive an annual retainer paid by MCI of $14,000 and by MPV of $10,000. Each
Trust also pays an additional annual retainer fee to the Chairman of the Audit
Committee in the amount of $2,500. Trustees of MCI also receive a fee of $2,250
and Trustees of MPV receive a fee of $1,500 for each meeting of each Board which
they attend ($1,250 and $750 respectively for each meeting conducted by
telephone conference call). Members of the Audit Committee and Nominating
Committee of each Trust receive an additional fee of $1,000 per meeting
attended, including meetings conducted by teleconference call. Pursuant to a
deferred compensation plan, Trustees may defer receipt of their fees until their
retirement from the Board or some other time at their election. During the
fiscal year ended December 31, 2008, the aggregate direct remuneration to these
Trustees and reimbursement of their out-of-pocket expenses paid was
approximately $201,375 for MCI and $149,750 for MPV.
The following table discloses the compensation paid to each Trust's Trustees
(not including reimbursement for out-of-pocket expenses) for the fiscal year
ended December 31, 2008. The Trusts, MassMutual Premier Funds, MML Series
Investment Fund,
16
MassMutual Select Funds, and MML Series Investment Fund II are collectively
referred to in the table below as the "Fund Complex". The Trustees do not
receive pension or retirement benefits.
AGGREGATE AGGREGATE TOTAL
NAME OF COMPENSATION COMPENSATION COMPENSATION
TRUSTEE FROM MCI FROM MPV FROM FUND COMPLEX
--------------------------------------------------------------------------------
William J. Barrett $25,125 $17,750 $42,875
Donald E. Benson 35,625 28,250 63,875
Michael H. Brown 27,125 19,750 46,875
Donald Glickman 25,125 17,750 42,875
Martin T. Hart 30,125 22,750 52,875
Robert E. Joyal None* None* 120,260**
Clifford M. Noreen None* None* None
Corine T. Norgaard 33,125 25,750 200,750***
Maleyne M. Syracuse 25,125 17,750 42,875
--------------------------------------------------------------------------------
TOTAL $201,375 $149,750 $591,490
--------------------------------------------------------------------------------
* No compensation is paid by either Trust to Trustees who are "interested
persons" of the Trust.
** Mr. Joyal also serves as a Trustee of two open-end investment companies,
MassMutual Select Funds and MML Series Investment Fund, both managed by
MassMutual, the ultimate parent of Babson Capital. Mr. Joyal received
$120,260 in total compensation from the Fund Complex (including interest
paid through the deferred compensation plans of MassMutual Select Funds and
MML Series Investment Fund) for the fiscal year ended December 31, 2008.
*** Dr. Norgaard also serves as a Trustee of two open-end investment companies,
MassMutual Premier Funds and MML Series Investment Fund II, both managed by
MassMutual, the ultimate parent of Babson Capital.
AUDIT COMMITTEE REPORT OF EACH TRUST
Each Trust's Audit Committee oversees the Trust's financial reporting process on
behalf of the Board of Trustees and operates under a written Charter adopted by
the Board of Trustees. The Audit Committee meets with each Trust's management
("Management") and independent registered public accountants and reports the
results of its activities to the Board of Trustees. Management has the primary
responsibility for the financial statements and the reporting process, including
the system of internal controls. In connection with the Committee's and
independent registered accountant's responsibilities, Management advised that
each Trust's financial statements were prepared in conformity with generally
accepted accounting principles.
Accordingly, each Trust's Audit Committee has:
o Reviewed and discussed the audited financial statements for the fiscal year
ended December 31, 2008 with Management and KPMG LLP, each Trust's
independent registered public accountants;
o Discussed with KPMG LLP those matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards); and
o Received the written disclosure and the letter from KPMG LLP required by
Independence Standards Board Standard No. 1 (Independence Discussions with
Audit Committees) and has discussed with KPMG LLP its independence.
Each Trust's Audit Committee has also reviewed the aggregate fees billed for
professional services rendered by KPMG LLP for 2008 and 2007 for each Trust and
for the nonaudit services provided to Babson Capital, and Babson Capital's
parent, MassMutual.
17
As part of this review, the Audit Committees considered whether the provision of
such non-audit services was compatible with maintaining the principal
accountant's independence.
In reliance on the reviews and discussions referred to above, each Trust's Audit
Committee presents this Report to each Trust's Board of Trustees and recommends
that the Board of Trustees (1) include audited financial statements in the
Annual Report to Shareholders for the fiscal year ended December 31, 2008, and
(2) file such Annual Report with the Securities and Exchange Commission and the
New York Stock Exchange.
Each Trust's Audit Committee appointed the firm of KPMG LLP as the Trust's
auditor for the fiscal year ending December 31, 2009, and, in connection
therewith, KPMG LLP will prepare all of each Trust's tax returns for the fiscal
year ending December 31, 2009.
SUBMITTED BY THE AUDIT COMMITTEE OF EACH TRUST'S
BOARD OF TRUSTEES
Donald E. Benson, Audit Committee Chair
Michael H. Brown, Audit Committee Member
Corine T. Norgaard, Audit Committee Member
FEBRUARY 11, 2009
Each Board of Trustees reviewed this Report and approved the audited financial
statements for publication in each Trust's Annual Report.
THE TRUSTS' INDEPENDENT AUDITORS
KPMG LLP ("KPMG") audited the financial statements of each Trust, Babson
Capital, and MassMutual for the fiscal year ended December 31, 2008. KPMG's
audit report for each Trust contained no qualifications or modifications. A KPMG
representative is expected to be present at the upcoming Annual Meeting. This
representative shall have the opportunity to make a statement if he or she
desires to do so, and it is expected that such representative will be available
to respond to appropriate questions from shareholders. As noted above, KPMG will
audit each Trust's 2009 financial statements and prepare each Trust's 2009
federal and state tax returns.
FEES PAID TO INDEPENDENT AUDITORS
FEES BILLED TO MCI
--------------------------------------------------------------------------------
KPMG LLP KPMG LLP
YEAR ENDED YEAR ENDED
DECEMBER 31, 2008 DECEMBER 31, 2007
--------------------------------------------------------------------------------
Audit Fees $ 51,600 $47,500
Audit-Related Fees 6,125 5,700
Tax Fees 39,950 31,000
All Other Fees 0 0
--------------------------------------------------------------------------------
total Fees $ 97,675 $84,200
--------------------------------------------------------------------------------
18
FEES BILLED TO MPV
--------------------------------------------------------------------------------
KPMG LLP KPMG LLP
YEAR ENDED YEAR ENDED
DECEMBER 31, 2008 DECEMBER 31, 2007
--------------------------------------------------------------------------------
Audit Fees $45,700 $53,000
Audit-Related Fees 6,125 5,700
Tax Fees 39,950 31,000
All Other Fees 0 0
--------------------------------------------------------------------------------
TOTAL FEES $91,775 $89,700
--------------------------------------------------------------------------------
NON-AUDIT FEES BILLED TO
BABSON CAPITAL AND MASSMUTUAL
--------------------------------------------------------------------------------
KPMG LLP KPMG LLP
YEAR ENDED YEAR ENDED
DECEMBER 31, 2008 DECEMBER 31, 2007
--------------------------------------------------------------------------------
Audit-Related Fees $921,019 $1,102,280
Tax Fees 0 0
All Other Fees 0 75,000
--------------------------------------------------------------------------------
TOTAL FEES $921,019 $1,177,280
--------------------------------------------------------------------------------
The category "Audit Related Fees" reflects fees billed by KPMG for various
non-audit and non-tax services rendered to the Trusts, Babson Capital, and
MassMutual, such as SAS 70 review, and agreed upon procedures reports.
Preparation of Federal, state and local income tax returns and tax compliance
work are representative of the fees billed in the "Tax Fees" category. The
category "All Other Fees" represents fees billed by KPMG for tax consulting
rendered to Babson Capital and MassMutual. The Sarbanes-Oxley Act of 2002 and
its implementing regulations allows each Trust's Audit Committee to establish a
pre-approval policy for certain services rendered by the Trust's independent
accountants. During 2008 each Trust's Audit Committee approved all of the
services rendered to the Trust by KPMG and did not rely on such a pre-approval
policy for any such services.
The 2007 fees billed represent final 2007 amounts, which may differ from the
preliminary figures available as of the publication date of the Trusts' 2008
Proxy Statement and includes, among other things, fees for services that may not
have been billed as of the publication date of the Trusts' 2008 Proxy Statement,
but are now properly included in the 2007 fees billed to each Trust, Babson
Capital, and MassMutual.
OTHER BUSINESS
The Board of Trustees of each Trust knows of no business to be brought before
the Meeting other than as set forth above. If, however, any other matters
properly come before the Meeting, it is the intention of the persons named in
the enclosed proxy card to vote proxies on such matters in accordance with their
best judgment.
19
INVESTMENT ADVISER
Babson Capital provides investment management and certain administrative
services to MCI pursuant to an Investment Services Contract and to MPV pursuant
to an Investment Advisory and Administrative Services Contract.
Babson Capital, currently has over $99 billion in assets under management and
provides investment management services to registered investment companies,
unregistered investment companies, and institutional investors (such as
insurance companies, pension plans, endowments, and foundations). MassMutual
Holding LLC is the direct owner of 100% of the voting shares of Babson Capital.
MassMutual owns all of the voting shares of MassMutual Holding LLC. MassMutual
and MassMutual Holding LLC are located at 1295 State Street, Springfield,
Massachusetts 01111. Babson Capital has an office at 1500 Main Street,
Springfield, Massachusetts 01115 and its principal office is located at
Independence Wharf, 470 Atlantic Avenue, Boston, Massachusetts 02210.
CERTAIN ADMINISTRATIVE SERVICES
MassMutual indirectly provides certain administrative services to each Trust
including, but not limited to, accounting services, meeting facilities, legal
support, report preparation, and other services provided to Babson Capital, each
Trust's investment adviser. MassMutual's principal business address is 1295
State Street, Springfield, Massachusetts 01111.
SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Each Trust's Trustees and certain officers, investment advisers, certain
affiliated persons of the investment advisers, and persons who own more than 10%
of any class of outstanding securities of the Trust are required to file forms
reporting their affiliation with the Trust and reports of ownership and changes
in ownership of the Trust's securities with the SEC and the New York Stock
Exchange. These persons and entities are required by SEC regulation to furnish
the Trust with copies of all such forms they file. Based solely on a review of
these forms furnished to the Trusts as well as certain internal documents, each
Trust believes that its Trustees and relevant officers, Babson Capital, and its
relevant affiliated persons have all complied with applicable filing
requirements during the Trust's fiscal year ended December 31, 2008, with the
exception of: Ben Silver, Stephen Jarvis, and Patricia Walsh each inadvertently
filed a late Form 3 for both MCI and MPV for which no transactions were
reported. In addition, Michael Klofas filed an amended Form 3 related to his
ownership in MCI and Michael Rollings inadvertently filed a late Form 5.
PROPOSALS BY SHAREHOLDERS AND COMMUNICATIONS WITH
THE BOARD OF TRUSTEES
Any Shareholder intending to present a proposal at the Annual Meeting to be held
in 2010 who wishes to have such proposal included in the Trust's proxy material
for that meeting, should forward his/her written proposal to the Trust,
Attention: Secretary.
20
Proposals must be received on or before November 2, 2009, to be considered for
inclusion in the Trust's proxy material for its 2010 Annual Meeting.
Pursuant to procedures approved by each Trust's Board of Trustees, including a
majority of the Trustees who are not "interested persons" of the Trust as
defined in Section 2 (a)(19) of the 1940 Act, Shareholders may mail written
communications to the Board by writing the Trust's Chief Financial Officer at
the Office of the Trust's investment adviser or by emailing the respective
Trust's Chief Financial Officer at mcimailbox@massmutual.com or
mpvmailbox@massmutual.com. When writing to a Trust's Board, Shareholders should
identify themselves, the fact that the communication is directed to the Board,
and any relevant information regarding their Trust holdings.
ADDITIONAL INFORMATION
Proxies will be solicited by mail and may be solicited in person or by
telephone, electronically, or facsimile by officers of each Trust. The expenses
connected with the solicitation of these proxies and with any further proxies
which may be solicited by each Trust's officers in person, by telephone, or by
facsimile will be borne by each respective Trust. In addition, each Trust may
retain an outside firm to solicit proxies, which would involve additional
expenses, payable by each Trust. The Trust will reimburse banks, brokers, and
other persons holding each respective Trust's shares registered in their names
or in the names of their nominees, for their expenses incurred in sending proxy
material to and obtaining proxies from the beneficial owners of such shares,
which reimbursement will not be submitted to a vote of each respective Trust's
Shareholders.
Each Trust will arrange for at least one Trustee to attend its 2009 Annual
Meeting of Shareholders; encourages all of its Trustees to attend its Annual
Meetings of Shareholders; and will endeavor to arrange Annual Meetings of
Shareholders on the same date as a Board of Trustees meeting to facilitate
Trustee attendance. Six of the Trusts' Trustees attended the April 25, 2008
Annual Meeting.
Only one copy of the Proxy Statement may be mailed to each household, even if
more than one person in the household is a Trust Shareholder of record. If a
Shareholder needs an additional copy of this Proxy Statement, please contact the
Trust at 1-866-399-1516. Shareholders may also access a copy of the Proxy
Statement online at www.babsoncapital.com/mci and www.babsoncapital.com/mpv. If
any Shareholder does not want the mailing of his or her Proxy Statement to be
combined with those for other members of the Shareholder's household, please
contact:
Shareholder Financial Services, Inc.
P.O. Box 173673
Denver, Colorado 80217-3673
or by telephone at
1-800-647-7374
or contact your financial intermediary.
21
ANNUAL REPORT
The Annual Report of each Trust for its fiscal year ended December 31, 2008,
including financial statements, a schedule of the Trusts' investments as of such
date and other data, was mailed on or about February 27, 2009, to all
shareholders of record. Any shareholder may request a copy of the Annual Report
and the most recent semi-annual report, which will be furnished without charge,
by calling (toll-free) the Trusts' transfer agent, Shareholder Financial
Services, Inc., at 1-800-647-7374.
By order of the
Board of Trustees,
/s/ Patricia J. Walsh
Patricia J. Walsh
Vice President and Secretary
1500 Main Street
Springfield, Massachusetts 01115
March 9, 2009
22
MMCIPI3867
MASSMUTUAL CORPORATE INVESTORS TO VOTE BY INTERNET
C/O PROXY SERVICES 1) Read the Joint Proxy Statement and
P.O. BOX 9112 have the proxy card below at hand.
FARMINGDALE, NY 11735 2) Go to website www.proxyvote.com
3) Follow the instructions provided on
the website.
TO VOTE BY MAIL
1) Read the Joint Proxy Statement.
2) Check the appropriate boxes on the
proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope
provided.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
MSMCI1 KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
====================================================================================================================================
MASSMUTUAL CORPORATE INVESTORS For Withhold For All To withhold authority to vote for any individual
All All Except nominee(s), mark "For All Except" and write the
VOTE ON TRUSTEES number(s) of the nominee(s) on the line below.
0 0 0
1. ELECTION OF TRUSTEES - for three-year terms, -------------------------------------------------
or until their respective successors are duly
elected and qualified.
Nominees for election:
----------------------
01) William J. Barrett
02) Martin T. Hart
03) Clifford M. Noreen
For Against Abstain
2. OTHER BUSINESS
In their discretion, the proxy or proxies are authorized to vote upon such other business or matters
as may properly come before the Annual Meeting or any adjournment or adjournments thereof. 0 0 0
Please sign exactly as your name or names appear. When
signing as joint tenant, all parties to the joint tenancy should
sign. When signing as attorney, executor, administrator, trustee
or guardian, please give your full title as such.
------------------------------------------ ----------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING: The Notice and Joint Proxy Statement is available at
http://www.babsoncapital.com/mci or at www.proxyvote.com.
================================================================================
MSMCI2
MASSMUTUAL CORPORATE INVESTORS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Patricia J. Walsh and James M. Roy, and each of
them, attorneys and proxies of the undersigned, with power of substitution to
vote all shares of MassMutual Corporate Investors (the "Trust") which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Trust to be held in the Oak Room of Massachusetts Mutual Life Insurance Company,
1295 State Street, Springfield, Massachusetts 01111, on Friday, April 24, 2009,
at 1:30 p.m. Eastern Time, and at any adjournments thereof (the "Annual
Meeting").
THIS PROXY WILL BE VOTED ON ITEM (1) IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN
ON THIS CARD, AND IN THE ABSENCE OF INSTRUCTIONS THE UNDERSIGNED HEREBY
AUTHORIZES THE AFORESAID PROXY OR PROXIES TO VOTE FOR ITEM (1).
THIS PROXY WILL BE VOTED ON ITEM (2) IN THE SOLE AND ABSOLUTE DISCRETION OF THE
PROXY, AND IN THE ABSENCE OF INSTRUCTIONS, THE UNDERSIGNED HEREBY AUTHORIZES THE
AFORESAID PROXY OR PROXIES TO VOTE ON A MATTER RAISED PURSUANT TO ITEM (2).
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
================================================================================
MASSMUTUAL PARTICIPATION INVESTORS TO VOTE BY INTERNET
C/O PROXY SERVICES 1) Read the Joint Proxy Statement and
P.O. BOX 9112 have the proxy card below at hand.
FARMINGDALE, NY 11735 2) Go to website www.proxyvote.com
3) Follow the instructions provided on
the website.
TO VOTE BY MAIL
1) Read the Joint Proxy Statement.
2) Check the appropriate boxes on the
proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope
provided.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
MSMPI1 KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
====================================================================================================================================
MASSMUTUAL PARTICIPATION INVESTORS For Withhold For All To withhold authority to vote for any individual
All All Except nominee(s), mark "For All Except" and write the
VOTE ON TRUSTEES number(s) of the nominee(s) on the line below.
0 0 0
1. ELECTION OF TRUSTEES - for three-year terms, -------------------------------------------------
or until their respective successors are duly
elected and qualified.
Nominees for election:
----------------------
01) William J. Barrett
02) Martin T. Hart
03) Clifford M. Noreen
For Against Abstain
2. OTHER BUSINESS
In their discretion, the proxy or proxies are authorized to vote upon such other business or matters
as may properly come before the Annual Meeting or any adjournment or adjournments thereof. 0 0 0
Please sign exactly as your name or names appear. When
signing as joint tenant, all parties to the joint tenancy should
sign. When signing as attorney, executor, administrator, trustee
or guardian, please give your full title as such.
------------------------------------------ ----------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING: The Notice and Joint Proxy Statement is available at
http://www.babsoncapital.com/mpv or at www.proxyvote.com.
================================================================================
MSMPI2
MASSMUTUAL PARTICIPATION INVESTORS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Patricia J. Walsh and James M. Roy, and each of
them, attorneys and proxies of the undersigned, with power of substitution to
vote all shares of MassMutual Participation Investors (the "Trust") which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Trust to be held in the Oak Room of Massachusetts Mutual Life Insurance Company,
1295 State Street, Springfield, Massachusetts 01111, on Friday, April 24, 2009,
at 1:30 p.m. Eastern Time, and at any adjournments thereof (the "Annual
Meeting").
THIS PROXY WILL BE VOTED ON ITEM (1) IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN
ON THIS CARD, AND IN THE ABSENCE OF INSTRUCTIONS THE UNDERSIGNED HEREBY
AUTHORIZES THE AFORESAID PROXY OR PROXIES TO VOTE FOR ITEM (1).
THIS PROXY WILL BE VOTED ON ITEM (2) IN THE SOLE AND ABSOLUTE DISCRETION OF THE
PROXY, AND IN THE ABSENCE OF INSTRUCTIONS, THE UNDERSIGNED HEREBY AUTHORIZES THE
AFORESAID PROXY OR PROXIES TO VOTE ON A MATTER RAISED PURSUANT TO ITEM (2).
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
================================================================================