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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.___)
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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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MASSMUTUAL CORPORATE INVESTORS
MASSMUTUAL PARTICIPATION INVESTORS
[LOGOS]
Notice of Joint Annual Meeting of
Shareholders and Proxy Statement
TIME
Friday, April 15, 2011
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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MMCIPI4858
MASSMUTUAL CORPORATE INVESTORS
MASSMUTUAL PARTICIPATION INVESTORS
Springfield, Massachusetts
Dear Shareholder:
The 2011 Joint Annual Meeting of Shareholders (the "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 15, 2011. 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
1
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 15, 2011, at 1:30 p.m., Eastern Time (the
"Meeting"), for the following purposes:
(1) to elect as Trustees Michael H. Brown, Corine T. Norgaard, and Maleyne M.
Syracuse 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 14, 2011, 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/ Christopher A. DeFrancis
Christopher A. DeFrancis
Vice President and Secretary
Springfield, Massachusetts
March 4, 2011
PLEASE EITHER VOTE YOUR PROXY ON THE INTERNET OR COMPLETE, DATE, AND SIGN THE
PROXY CARD(S) FOR THE SHARES HELD BY YOU AND RETURN THE PROXY CARD(S) 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.
2
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 (the "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 15, 2011, 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 4, 2011, to shareholders of
record on February 14, 2011, 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 14, 2011 will be entitled to one vote per
share on all business of the Meeting and any adjournments. There were 9,476,093
shares of MCI outstanding and 10,065,356 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.
3
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.
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 15, 2011. THE JOINT PROXY
STATEMENT AND EACH TRUST'S MOST RECENT ANNUAL REPORT ARE AVAILABLE ON THE
INTERNET AT HTTP://WWW.BABSONCAPITAL.COM/MCI AND
HTTP://WWW.BABSONCAPITAL.COM/MPV. A COPY OF THE JOINT PROXY STATEMENT IS ALSO
AVAILABLE ON HTTPS://WWW.PROXYVOTE.COM. Each Trust will furnish, without charge,
a copy of the Trust's annual report for its fiscal year ended December 31, 2010,
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.
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ELECTION OF TRUSTEES
The Board of Trustees (the "Board"), which oversees each Trust, provides broad
supervision over the affairs of each Trust. Those Trustees who are not
"interested persons" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of each Trust or of Babson Capital are referred to as
"Independent Trustees" throughout this Proxy Statement. Babson Capital is
responsible for the investment management of each Trust's assets and for
providing a variety of other administrative services to each Trust. The officers
of each Trust are responsible for its operations.
The Board of Trustees of each Trust is currently comprised of nine Trustees with
terms expiring in 2011, 2012 and 2013. The terms of Michael H. Brown, Corine T.
Norgaard and Maleyne M. Syracuse expire this year. Each Trust's Nominating
Committee nominated Mr. Brown, Dr. Norgaard and Ms. Syracuse for re-election as
Independent Trustees to the Board for three-year terms. Due to each Trust's
mandatory retirement policy, Dr. Norgaard will retire at the end of the second
year of her 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 Trustee's
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* (53) Trustee, Term expires President (since 2008), 2 President (since 2009), Senior Vice
Chairman 2012; Trustee Vice Chairman (2007-2008), President (1996-2009), HYP Management
1500 Main Street since 2009 Member of the Board of LLC (LLC Manager); Director (since
P.O. Box 15189 Managers (since 2006), 2005), MassMutual Corporate Value
Springfield, MA 01115-5189 Managing Director (since Limited (investment company); Director
2000), Babson Capital; (since 2005), MassMutual Corporate Value
President (2005-2009), Partners Limited (investment company);
Vice President (1993-2005) Senior Vice President (1996-2008), MMHC
of the Trusts. Investment LLC (passive investor);
Managing Director (2006-2009),
MassMutual Capital Partners LLC
(investment company); Director (since
2008), Jefferies Finance LLC (a finance
company); Chairman and Chief Executive
Officer (since 2009), Manager (since
2007), MMC Equipment Finance LLC;
Chairman (since 2009), Trustee (since
2005), President (2005-2009), MMCI
Subsidiary Trust and MMPI Subsidiary
Trust; and 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 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* (66) Trustee Term expires President (2001-2003), 67 Director (since 2006), Jefferies Group,
2013; Trustee Babson Capital; and Inc. (financial services); Director
1500 Main Street since 2003 President (1993-2003) (2003-2010), 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); Director
(2005-2006), York Enhanced Strategy Fund
(closed-end fund); 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); and Trustee (1998-2003),
President (2001-2003), Senior Vice
President (1998-2001), 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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INDEPENDENT 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 (71) Trustee Term expires President (since 2010), WJ 2 Director (since 1979), TGC Industries,
2012; Trustee Barrett Associates, Inc.; Inc. (geophysical services); Director
1500 Main Street since 2006 President (2002-2010), and Secretary (since 2001 and from
P.O. Box 15189 Barrett-Gardner Associates, 1996-1997), Chase Packaging Corporation
Springfield, MA 01115-5189 Inc. (private merchant (agricultural services); Chairman and
bank). Director (since 2000), Rumson-Fair Haven
Bank and Trust Company (commercial bank
and trust company); and Director (since
1983), Executive Vice President,
Secretary and Assistant Treasurer (since
2004), Supreme Industries, Inc.
(specialized truck and body
manufacturer).
DONALD E. BENSON* (80) Trustee Term expires Executive Vice President 2 Director (1997-2008), MAIR Holdings,
2013; Trustee and Director (since 1992), Inc. (commuter airline holding company);
1500 Main Street since 1986 for Marquette Financial and Director (since 1997), First
P.O. Box 15189 MCI and since Companies (financial California Financial Group, Inc. (bank
Springfield, MA 01115-5189 1988 for MPV services); and Partner holding company).
(since 1996), Benson Family
Limited Partnership No. 1
and Benson Family Limited
Partnership No. 2
(investment partnerships).
* Mr. Benson has a beneficial ownership interest in the Benson Family Limited Partnership No. 2 and the Donald E. Benson Trust,
which owns 0.86300% ($108,039) of MassMutual High Yield Partners II LLC and 1.59110% ($67,767) of MassMutual Corporate Value
Partners Limited, each an investment fund that may be deemed to be controlled by MassMutual.
8
INDEPENDENT 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 (54) Trustee / Term expires Private Investor; and 2 Independent Director (since 2006),
Nominee 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* (77) Trustee Term expires Chairman (since 1992), 2 Director (since 1984), Monro Muffler and
2013; Trustee Donald Glickman and Brake, Inc. (automobile repair service);
1500 Main Street since 1992 Company, Inc. (private and Lead Director (1998-2009), 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 adviser and as such hold a carried interest. During the past two fiscal years, MassMutual and its
affiliates have paid approximately $307,362 in management fees to these J.F. Lehman affiliates attributable to the investments in
the limited partnerships.
9
INDEPENDENT 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* (75) Trustee Term expires Private Investor; and 2 Director (since 2004), Texas Roadhouse,
2012; 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 (2002-2009), Spectranetics
Corp. (medical device company).
CORINE T. NORGAARD (73) Trustee / Term expires President and Owner (since 34 Trustee (since 2005), MML Series
Nominee 2011; Trustee 2009), Retirement Options Investment Fund II (an open-end
1500 Main Street since 1998 (trains and certifies investment company advised by
P.O. Box 15189 retirement coaches); and MassMutual); Trustee (since 2004),
Springfield, MA 01115-5189 President (2004-2005), MassMutual Premier Funds (an open-end
Thompson Enterprises Real investment company advised by
Estate Investment. MassMutual); Director (since 1991), ING
Series Fund, Inc. (investment company);
Director (since 1991), ING Variable
Portfolios, Inc. (investment company);
Director (since 1991), ING Strategic
Allocations Portfolios, Inc. (investment
company); and Director (1991-2009), ING
GET Fund (investment company).
MALEYNE M. SYRACUSE (54) Trustee / Term expires Private Investor; Managing 2 Managing Director (1981-2000), Deutsche
Nominee 2011; Trustee Director (2000-2007), JP Bank Securities.
1500 Main Street since 2007 Morgan Securities, Inc.
P.O. Box 15189 (investments and banking).
Springfield, MA 01115-5189
* Mr. Hart owns 0.87800% ($109,616) of MassMutual High Yield Partners II LLC and 0.79550% ($33,881) of MassMutual Corporate Value
Partners Limited, each an investment fund that may be deemed to be controlled by MassMutual.
10
OFFICERS OF THE TRUSTS
POSITION(S) OFFICE TERM*
NAME (AGE), WITH THE AND LENGTH OF
ADDRESS TRUST(S) TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
MICHAEL L. KLOFAS (50) President Since 2009 Vice President (1998-2009) of the Trusts; Managing Director (since 2000),
Babson Capital; and President (since 2009), Vice President (2005-2009),
1500 Main Street MMCI Subsidiary Trust and MMPI Subsidiary Trust.
P.O. Box 15189
Springfield, MA 01115-5189
JAMES M. ROY (48) Vice Since 2005 Treasurer (2003-2005), Associate Treasurer (1999-2003) of the Trusts;
President and Managing Director (since 2005), Director (2000-2005), Babson Capital; and
1500 Main Street Chief Financial Trustee (since 2005), Treasurer (since 2005), Controller (2003-2005), MMCI
P.O. Box 15189 Officer Subsidiary Trust and MMPI Subsidiary Trust.
Springfield, MA 01115-5189
CHRISTOPHER A. DEFRANCIS Vice Since Associate Secretary (2008-2010) of the Trusts; Co-General Counsel,
(44) President and 12/2010 Secretary and Managing Director (since 2010), Senior Counsel, Assistant
Secretary Secretary and Managing Director (2010), Assistant Secretary and Counsel
1500 Main Street (2008-2009), Babson Capital; Counsel (2001-2009), Massachusetts Mutual Life
P.O. Box 15189 Insurance Company; Vice President and Secretary (since 2010), Assistant
Springfield, MA 01115-5189 Secretary (2009-2010) MMCI Subsidiary Trust and MMPI Subsidiary Trust.
* 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 of each Trust. The officers were last elected on July 21, 2010, except for Mr. DeFrancis who
replaced Ms. Walsh as Vice President and Secretary on December 10, 2010.
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OFFICERS OF THE TRUSTS
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. (43) 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 (37) 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),
P.O. Box 15189 Assistant Vice President-Investment Compliance (2001-2002), Zurich Scudder
Springfield, MA 01115-5189 Investments/Deutsche Asset Management.
DANIEL J. FLORENCE (38) Treasurer Since 2008 Associate Treasurer (2006-2008) of the Trusts; and Associate Director
(since 2008), 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 of each Trust. The officers were last elected on July 21, 2010.
12
OFFICERS OF THE TRUSTS
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 (51) 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 (50) Vice President Since 1998 Managing Director (since 2000), Babson Capital; Vice President (since
2005), MMCI Subsidiary Trust and MMPI Subsidiary Trust; Director (since
1500 Main Street 2009), Babson Capital Asia Limited; and Director (since 2009), Babson
P.O. Box 15189 Capital Australia Holding Company Pty. Ltd. and Babson Capital Australia
Springfield, MA 01115-5189 Pty. Ltd.
MARY WILSON KIBBE (57) Vice President Since 1992 Head of Fixed Income Team (since 2000), Managing Director (since 2000),
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 of each Trust. The officers were last elected on July 21, 2010.
13
OFFICERS OF THE TRUSTS
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 (48) Vice President Since 2002 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
* 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 of each Trust. The officers were last elected on July 21, 2010.
position(s)
14
The following provides an overview of the considerations that led each Board to
conclude that each individual serving as a Trustee of each Trust should so
serve. The current members of each Board have joined the Board at different
points in time since 1986. Generally, no one factor was decisive in the original
selection of an individual to join each Board. Among the attributes common to
all Trustees is their ability to review critically, evaluate, question and
discuss information provided to them, to interact effectively with the Trusts'
investment adviser, counsel and independent auditors, and to exercise effective
business judgment in the performance of their duties as Trustees. In
recommending the election or appointment of the current Board members as
Trustees, the Nominating Committee generally considered (i) the educational,
business and professional experience of each individual; (ii) the individual's
record of service as a director or trustee of public or private organizations;
and (iii) how the individual's skills, experience and attributes would
contribute to an appropriate mix of relevant skills and experience on the Board.
The Nominating Committee also considered that during their service as members of
the Boards of Trustees of the Trusts, the Trustees have demonstrated a high
level of diligence and commitment to the interests of each Trust's shareholders
and the ability to work effectively and collegially with other members of the
Board.
The following summarizes each Trustee's professional experience and additional
considerations that contributed to each Board's conclusion that each individual
should serve on the Board.
MR. BARRETT - Mr. Barrett brings over 30 years of investment banking experience
to each Board. Mr. Barrett is the President of WJ Barrett Associates, Inc.,
former President of Barrett-Gardner Associates, Inc., a private merchant bank
and was a Senior Vice President with Janney Montgomery Scott LLC, a financial
services firm, for over 26 years. Mr. Barrett has substantial board experience,
having served on the boards of over 20 publicly traded companies. He has served
as a Director of TGC Industries, Inc. since 1979, and also currently serves on
the boards of Chase Packaging Corporation, Rumson-Fair Haven Bank and Trust
Company, and Supreme Industries, Inc.
MR. BENSON - Mr. Benson has extensive executive and board experience in the
financial services industry. He has served as an Executive Vice President of
Marquette Financial Companies since 1992 and a Partner of Benson Family Limited
Partnership No. 1 and Benson Family Limited Partnership No. 2 (investment
partnerships) since 1996. He serves as Vice President of CRP Sports, Inc. (the
managing general partner of the Minnesota Twins baseball club). Mr. Benson also
serves as a Director for First California Financial Group, Inc. (f/k/a National
Mercantile Bancorp) since 1997. He served as an Independent Director of MAIR
Holdings Inc. He also served as a Partner of Benson, Pinckney and Oates
Partnership (building partnership) from 1987 to 2004. Mr. Benson also has
substantial investment company board experience, having served on the Board of
each Trust for over 23 years.
MR. BROWN - Mr. Brown brings over 25 years of experience in investment banking
and the financial advisory industry to each Board. Mr. Brown previously worked
as an investment banker with Morgan Stanley. Additionally, Mr. Brown also serves
as a Director of Invicta Holdings LLC, Invicta Advisors LLC, Invicta Capital LLC
and Invicta Credit LLC, a group of companies involved in writing and selling
credit protection in the credit derivatives market on tranches of corporate,
RMBS and CMBS exposure.
15
MR. GLICKMAN - Mr. Glickman has substantial experience in the private equity,
corporate banking and investment industries, including experience with financial
reporting obligations and oversight of investments. He is a Founding Partner of
J.F. Lehman & Co. and the Chairman of Donald Glickman & Co, Inc., both private
investment firms. Mr. Glickman served on the audit committee of MSC Software,
Inc. and has substantial investment company board experience, having served on
the Board of each Trust for over 19 years.
MR. HART - Mr. Hart brings over 33 years of experience as a private investor to
each Board. In his capacity as a private investor, Mr. Hart has served as an
executive officer or board member of many of the companies in which he invested.
Mr. Hart currently serves as a Director of Texas Roadhouse, Inc. and ValueClick
Inc.
MR. JOYAL - Mr. Joyal brings over 36 years of executive and board experience in
the investment management business to each Board. Mr. Joyal previously served as
the President of each Trust and the President of each Trust's investment
adviser, Babson Capital. He also has substantial board experience, including his
service on two other investment company boards (MassMutual Select Fund and MML
Series Investment Fund). Mr. Joyal is a Chartered Financial Analyst.
MR. NOREEN - Mr. Noreen's experiences as President, Vice Chairman, member of the
Board of Managers and a Managing Director of Babson Capital provide the Boards
with insight into investment company operational, financial and investment
matters. The Boards benefit from Mr. Noreen's 26 years of investment management
and oversight experience related to public equities and corporate credit related
investments, including private and public bonds, mezzanine and private equity
investments and structured credit products. Mr. Noreen also has extensive
experience in financial services operations resulting from his years at Babson
Capital and from acting as a director of private investment companies and
finance companies.
DR. NORGAARD - Dr. Norgaard brings substantial executive, board and academic
experience in corporate finance and governance to each Board. Dr. Norgaard is
owner and President of Retirement Options, a company that trains and certifies
retirement coaches. Dr. Norgaard is also a professor and author in business and
finance, and previously served as the Dean of the Barney School of Business at
the University of Hartford and the Dean of the School of Management at the State
University of New York, Binghamton, where she also held the title of KPMG Peat
Marwick professor of accounting. Dr. Norgaard has extensive board experience,
including service as a former director of the Advest Bank and former President
of Thompson Enterprises Real Estate Investment, chairperson of the investment
and finance committees for the CT Health Foundation, and chairperson of the
finance committee of Windham Hospital. Dr. Norgaard also has substantial
investment company board experience, having served on each Board for over 11
years, as well as her service on four other investment company boards
(MassMutual Premier Funds, MML Series Investment Fund II, ING Variable
Portfolio, Inc. and ING Series Funds, Inc.). Dr. Norgaard is a Certified Public
Accountant.
MS. SYRACUSE - Ms. Syracuse brings substantial experience in investment banking,
corporate finance and the financial advisory industry to each Board. Ms.
Syracuse's previous positions include her work as an investment banker at JP
Morgan Securities, Inc. and Deutsche Bank Securities (f/k/a Banker's Trust
Company.)
16
SHARE OWNERSHIP OF TRUSTEES AND OFFICERS
As of January 20, 2011, the Trustees and Officers of each Trust individually
beneficially owned less than one percent (1%) of each of MCI's and MPV's
outstanding shares and as a group beneficially owned 0.91% of MCI's outstanding
shares and 1.15% of 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 16a-1(a)(2) under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"). Also, as of January 20,
2011, Babson Capital, the investment adviser to each Trust, beneficially owned
0.87% of the outstanding shares of MCI and 1.42% of the outstanding shares of
MPV.
Members of each Board of Trustees historically have invested in one or both of
the Trusts, as is consistent with their individual financial goals. In October
2010, this policy was formalized through adoption of a requirement that each
Independent Trustee invest one year's worth of fees received for serving as
trustee of the Trusts (excluding committee fees) in shares of one or both of the
Trusts. Investments in the name of family members or entities controlled by a
Trustee constitute Trust holdings of such Trustee for purposes of this policy,
and a three-year phase-in period applies to such investment requirements for
Trustees and newly elected Trustees. In implementing such policy, a Board
member's Trust holdings existing on October 22, 2010, are valued as of such date
with subsequent investments valued at cost.
The table below sets forth information regarding the beneficial ownership* of
each Trust's shares by each Trustee and the Officers beneficially owning shares
based on the market value of such shares as of January 20, 2011.
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 Over $100,000 $10,001-$50,000 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. Noreen Over $100,000** None Over $100,000**
C. Norgaard $10,001-$50,000 $10,001-$50,000 $50,001-$100,000
M. Syracuse $10,001-$50,000 $10,001-$50,000 $10,001-$50,000
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 $10,001-$50,000 None $10,001-$50,000
* Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2)
under the Exchange Act.
** 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.
17
BOARD LEADERSHIP STRUCTURE
The Board for each Trust consists of nine Trustees, seven of whom are
Independent Trustees. As discussed below, three of the standing committees of
the Board, to which the Board has delegated certain authority and oversight
responsibilities, are comprised exclusively of Independent Trustees.
Mr. Noreen, an "interested person" of each Trust, as defined in Section 2(a)
(19) of the 1940 Act, serves as Chairman of each Board of Trustees. Mr. Noreen
presides at meetings of each Board and acts as a liaison with service providers,
officers, and other Trustees generally between meetings, and performs such other
functions as may be requested by each Board from time to time. The Independent
Trustees have not designated a lead Independent Trustee, but the Chairman of the
Audit Committee, Mr. Benson, generally acts as chairman of meetings or executive
sessions of the Independent Trustees, and when appropriate, represents the views
of the Independent Trustees to management. The Board of each Trust reviews its
leadership structure periodically and believes that the leadership structure is
appropriate to enable each Board to exercise its oversight of each Trust. Each
Board also believes that its structure, including the active role of the
Independent Trustees, facilitates an efficient flow of information concerning
the management of each Trust to the Independent Trustees.
Each Board provides oversight of the services provided by Babson Capital,
including risk management activities. In addition, each committee of each Board
provides oversight of Babson Capital's risk activities with respect to the
particular activities within the committee's purview. In the course of providing
oversight, the Board and relevant committees for each Trust receive a wide range
of reports on the Trusts' activities, including each Trust's investment
portfolio, the compliance of the Trusts with applicable laws, and the Trusts'
financial accounting and reporting. The Board and Audit Committee for each Trust
meet periodically with the Trusts' Chief Compliance Officer regarding the
compliance of the Trusts with federal securities laws and the Trusts' internal
compliance policies and procedures. In addition, both the Audit Committee and
the full Board of each Trust regularly review information and materials
concerning risks specific to the Trusts and Babson Capital, including
presentations by various officers of the Trusts, investment personnel for the
Trusts, Babson Capital, Corporate Audit, the independent auditors for the Trusts
(KMPG LLP) and Counsel to the Trusts.
INFORMATION CONCERNING COMMITTEES AND MEETINGS OF THE BOARD OF TRUSTEES
Each Board of Trustees has an Audit Committee, a Joint Transactions Committee, a
Nominating Committee and a Governance 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
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. The present members of the
Audit Committee of each Trust are Donald
18
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 each Trust's
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 Trust's 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, 2010, 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 (fourteen consents
were executed by Committee members, approving twenty-six investments and turning
down zero investments during the past fiscal year). The Committee also met five
times during the year in conjunction with meetings of each Trust's Board of
Trustees (approving seven investments and turning down zero investments during
the past fiscal year).
The Governance Committee of each Trust is currently comprised of Robert E. Joyal
(Chairman), William J. Barrett, Michael H. Brown, Donald Glickman and Maleyne M.
Syracuse. The Governance Committee considers, evaluates and makes
recommendations to the Board of Trustees of each Trust with respect to the
structure, membership and function of the Board of Trustees and the Committees
thereof, including the compensation of the Trustees. During the twelve months
ended December 31, 2010, the Governance Committee held four meetings.
The Nominating Committee of each Trust currently is comprised of all Independent
Trustees and is chaired by Corine T. Norgaard. 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 2010.
The Nominating Committee is responsible for identifying and nominating
individuals to serve as Trustees who are not "interested persons" of each 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
19
candidate to attend meetings and perform his or her responsibilities on each
Board; relevant industry and related experience; educational background; depth
and breadth of financial expertise; and an assessment of the candidate's
ability, judgment, expertise, 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 each Board has or expects to have a vacancy for an Independent Trustee, the
Nominating Committee will consider candidates recommended by each Trust's
current Trustees; each Trust's shareholders; each Trust's officers; each 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.
In April 2010, the Board reviewed the Trustee compensation structure and
unanimously voted to approve an increase to certain fees paid to Trustees who
are not officers or employees of Babson Capital. Trustees receive an annual
retainer paid by MCI of $24,000 (an increase of $10,000) and by MPV of $16,000
(an increase of $6,000). Each Trust also pays an additional annual retainer fee
to the Chairman of the Audit Committee in the amount of $3,000 (an increase of
$500). Trustees of MCI also receive a fee of $3,000 (an increase of $750) and
Trustees of MPV receive a fee of $2,000 (an increase of $500) for each meeting
of each Board which they attend ($1,500 and $1,000 respectively for each meeting
conducted by telephone conference call). Members of the Audit Committee,
Nominating Committee and Governance Committee of each Trust receive an
additional fee of $1,500 (an increase of $500) per meeting attended, including
meetings conducted by telephone conference 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
20
their election. During the fiscal year ended December 31, 2010, the aggregate
direct remuneration to these Trustees and reimbursement of their out-of-pocket
expenses paid was approximately $303,728.55 for MCI and $220,453.52 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, 2010. The Trusts, MassMutual Premier Funds, MML Series
Investment Fund, 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 $ 39,125 $ 28,000 $ 67,125
Donald E. Benson 46,775 33,850 80,625
Michael H. Brown 50,025 37,100 87,125
Donald Glickman 39,125 28,000 67,125
Martin T. Hart 33,125 22,000 55,125
Robert E. Joyal None* None* 190,260**
Clifford M. Noreen None* None* None
Corine T. Norgaard 44,025 31,100 180,950***
Maleyne M. Syracuse 39,125 28,000 67,125
--------------------------------------------------------------------------------
Total $291,325 $208,050 $795,460
--------------------------------------------------------------------------------
* 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
$190,260 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, 2010.
*** 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. Dr. Norgaard received
$105,825 in total compensation for such service for the year ended December
31, 2010 in addition to her compensation from the Trusts.
AUDIT COMMITTEE REPORT OF EACH TRUST
Each Trust's Audit Committee oversees the Trust's financial reporting process on
behalf of each Trust's Board of Trustees and operates under a written Charter
adopted by each Trust's 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 each Trust's 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
each 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.
21
Accordingly, each Trust's Audit Committee has:
|X| Reviewed and discussed the audited financial statements for the fiscal year
ended December 31, 2010 with Management and KPMG LLP, each Trust's
independent registered public accountants;
|X| Discussed with KPMG LLP those matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards); and
|X| Received the written disclosure and the letter from KPMG LLP required by the
Public Company Accounting Oversight Board Rule 3526 (Communications with
Audit Committee Concerning Independence) 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 2009 and 2010 for each Trust and
for the non-audit services provided to Babson Capital, and Babson Capital's
parent, MassMutual. As part of this review, the Audit Committee 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 each Trust's Board of Trustees (1) include the December 31, 2010 audited
financial statements in the Annual Report to Shareholders for the fiscal year
ended December 31, 2010, 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, 2011, and, in connection
therewith, KPMG LLP will prepare all of each Trust's tax returns for the fiscal
year ending December 31, 2011.
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 16, 2011
Each Trust's Board of Trustees reviewed this Report and approved the audited
financial statements for publication in each Trust's Annual Report.
22
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, 2010. 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 2011 financial statements and prepare each Trust's 2011
Federal and state tax returns.
FEES PAID TO INDEPENDENT AUDITORS
FEES BILLED TO MCI
-------------------------------------------------------------------------
KPMG LLP KPMG LLP
YEAR ENDED YEAR ENDED
DECEMBER 31, 2010 DECEMBER 31, 2009
-------------------------------------------------------------------------
Audit Fees $ 52,500 $ 50,000
Audit-Related Fees 0 0
Tax Fees 44,100 42,000
All Other Fees 0 0
-------------------------------------------------------------------------
Total Fees $ 96,600 $ 92,000
-------------------------------------------------------------------------
FEES BILLED TO MPV
-------------------------------------------------------------------------
KPMG LLP KPMG LLP
YEAR ENDED YEAR ENDED
DECEMBER 31, 2010 DECEMBER 31, 2009
-------------------------------------------------------------------------
Audit Fees $ 52,500 $ 50,000
Audit-Related Fees 0 0
Tax Fees 44,100 42,000
All Other Fees 0 0
-------------------------------------------------------------------------
Total Fees $ 96,600 $ 92,000
-------------------------------------------------------------------------
NON-AUDIT FEES BILLED TO
BABSON CAPITAL AND MASSMUTUAL
-------------------------------------------------------------------------
KPMG LLP KPMG LLP
YEAR ENDED YEAR ENDED
DECEMBER 31, 2010 DECEMBER 31, 2009
-------------------------------------------------------------------------
Audit-Related Fees $937,100 $1,108,792
Tax Fees 47,100 25,500
All Other Fees 0 0
-------------------------------------------------------------------------
Total Fees $984,200 $1,134,292
-------------------------------------------------------------------------
23
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, IFRS consulting and agreed upon procedures
reports. Preparation of Federal, state and local income tax returns and tax
compliance work are representative of the fees reported in the "Tax Fees"
category. The category "All Other Fees" represents fees billed by KPMG for
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 2009, 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 2009 fees billed represent final 2009 amounts, which may differ from the
preliminary figures available as of the publication date of the Trusts' 2010
Proxy Statement and includes, among other things, fees for services that may not
have been billed as of the publication date of the Trusts' 2010 Proxy Statement,
but are now properly included in the 2009 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.
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 (including its wholly owned subsidiaries) currently has over $133
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.
24
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 each Trust are required to file forms
reporting their affiliation with each Trust and reports of ownership and changes
in ownership of each Trust's securities with the SEC and the New York Stock
Exchange. These persons and entities are required by SEC regulation to furnish
each 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 each Trust's fiscal year ended December 31, 2010 with the
exception of Donald E. Benson who inadvertently filed a late Form 4 for MPV due
to late receipt of trade confirmations in the quarterly Dividend Reinvestment
and Cash Purchase Plan.
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 2012 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. Proposals must be received on or before November 7, 2011,
to be considered for inclusion in the Trust's proxy material for its 2012 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 of Trustees 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 of Trustees,
Shareholders should identify themselves, the fact that the communication is
directed to the Board of Trustees, and any relevant information regarding their
Trust holdings.
25
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 2011 Annual
Meeting of Shareholders; will encourage 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. Five of the Trusts' Trustees attended the April 16, 2010
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.
26
ANNUAL REPORT
The Annual Report of each Trust for its fiscal year ended December 31, 2010,
including financial statements, a schedule of the Trusts' investments as of such
date and other data, was mailed on or about March 1, 2011, 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/ Christopher A. DeFrancis
Christopher A. DeFrancis
Vice President and Secretary
1500 Main Street
Springfield, Massachusetts 01115
March 4, 2011
27
MMCIPI5551
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:
M31714-P08600 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 name(s) of the nominee(s) on the line below.
[ ] [ ] [ ]
1. ELECTION OF TRUSTEES - for three-year terms, -------------------------------------------------
or until their respective successors are duly
elected and qualified.
Nominees for election:
----------------------
01) Michael H. Brown
02) Corine T. Norgaard
03) Maleyne M. Syracuse
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. [ ] [ ] [ ]
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.
================================================================================
M31715-P08600
MASSMUTUAL CORPORATE INVESTORS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Christopher A. DeFrancis 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
15, 2011, 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:
M31717-P08601 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 name(s) of the nominee(s) on the line below.
[ ] [ ] [ ]
1. ELECTION OF TRUSTEES - for three-year terms, -------------------------------------------------
or until their respective successors are duly
elected and qualified.
Nominees for election:
----------------------
01) Michael H. Brown
02) Corine T. Norgaard
03) Maleyne M. Syracuse
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. [ ] [ ] [ ]
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.
================================================================================
M31718-P08601
MASSMUTUAL PARTICIPATION INVESTORS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Christopher A. DeFrancis 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 15, 2011, 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.
================================================================================