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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 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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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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MASSMUTUAL PARTICIPATION INVESTORS
[LOGO]
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS AND PROXY STATEMENT
TIME
FRIDAY, APRIL 25, 2008
AT 1:00 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 and mail it in the
enclosed return envelope which requires no postage if mailed in the United
States.
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MMCI2974
MASSMUTUAL PARTICIPATION INVESTORS
Springfield, Massachusetts
Dear Shareholder:
The 2008 Annual Meeting of Shareholders of MassMutual Participation Investors
(the "Trust") will be held in the Oak Room of Massachusetts Mutual Life
Insurance Company, 1295 State Street, Springfield, Massachusetts 01111, at 1:00
p.m., Eastern Time, on Friday, April 25, 2008. A Notice and a Proxy Statement
regarding the meeting, a proxy card for your vote at the meeting, and a postage
prepaid envelope in which to return your proxy card are enclosed.
By promptly returning the enclosed proxy card you can help the Trust avoid the
expense of sending follow-up letters to obtain the attendance of a majority of
the outstanding shares. You are earnestly requested to sign and return the proxy
card 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 will be asked to elect three Trustees. The Board of
Trustees and the Nominating Committee of the Board of Trustees 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 Trust.
Sincerely,
/s/ Roger W. Crandall
------------------------------------
Roger W. Crandall
CHAIRMAN
1
MASSMUTUAL PARTICIPATION INVESTORS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF MASSMUTUAL PARTICIPATION INVESTORS:
The Annual Meeting of Shareholders of MassMutual Participation Investors (the
"Trust") will be held in the Oak Room of Massachusetts Mutual Life Insurance
Company, 1295 State Street, Springfield, Massachusetts 01111, on Friday, April
25, 2008, at 1:00 p.m., Eastern Time, 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.
Holders of record of the shares of beneficial interest of the Trust at the close
of business on February 25, 2008, are entitled to vote at the meeting or any
adjournment thereof.
By order of the
Board of Trustees,
/s/ Rodney J. Dillman
------------------------------------
Rodney J. Dillman
VICE PRESIDENT AND SECRETARY
Springfield, Massachusetts
March 24, 2008
2
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Trustees of MassMutual Participation Investors (the "Trust") 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 25, 2008, at 1:00 p.m., Eastern Time.
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.
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 are being mailed on or about March 26, 2008, to shareholders of
record on February 25, 2008, the record date. The Trust's principal business
office is MassMutual Participation Investors, c/o Babson Capital Management LLC
("Babson Capital"), 1500 Main Street, Suite 600, P.O. Box 15189, Springfield,
Massachusetts 01115-5189.
Holders of the shares of beneficial interest of the Trust ("shares") of record
at the close of business on February 25, 2008 will be entitled to one vote per
share on all business of the meeting and any adjournments. There were 9,894,922
shares outstanding on the record date. The Trust, to the best of its knowledge,
is not aware of any beneficial owner of more than 5% of the outstanding shares
of the 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 the Trust by reason of it owning a $12,000,000 Senior Fixed Rate
Convertible Note due December 13, 2011 (the "Note") issued by the Trust.
MassMutual, at its option, can convert the principal amount of the Note into
shares. The dollar amount of principal would be converted into an equivalent
dollar amount of common shares based upon the average price of the shares for
ten business days prior to the notice of conversion.
Pursuant to the Trust's By-Laws, 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, 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 the 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
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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.
ELECTION OF TRUSTEES
The Board of Trustees is currently comprised of nine Trustees with terms
expiring in 2008, 2009, and 2010. The terms of Michael H. Brown, Corine T.
Norgaard, and Maleyne M. Syracuse expire this year. The Trust's Nominating
Committee nominated Mr. Brown and Dr. Norgaard for re-election as independent
Trustees to the Board of Trustees for three-year terms, and has nominated Ms.
Syracuse for election as an independent Trustee 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 THE 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 the 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 the Trust's Senior Officers,
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 Trust, MassMutual Corporate Investors, MassMutual Premier Funds, MML Series
Investment Fund, MML Series Investment Fund II, and MassMutual Select Funds.
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INTERESTED TRUSTEES
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PORTFOLIOS
POSITION OFFICE TERM/ PRINCIPAL OVERSEEN
NAME (AGE) WITH THE LENGTH OF OCCUPATION(S) DURING IN FUND
ADDRESS FUND TIME SERVED PAST 5 YEARS COMPLEX OTHER DIRECTORSHIPS HELD BY DIRECTOR
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Roger W. Crandall* (43) Trustee 3 years/ Executive Vice President 2 Trustee, Chairman (since 2005),
(since 2005) 1 year, and Chief Investment President (2003-2005), and Vice
Massachusetts Mutual 10 months Officer (since 2005) and President (2002-2003), of the Trust;
Life Insurance Company Co-Chief Operating Director (since 2004), Babson Capital
1295 State Street Officer (since 2007) of Europe Limited (an institutional
Springfield, MA 01111 MassMutual; and Chairman debt-fund manager); Director (since
(since 2005), President 2004), Babson Capital Guernsey
(2006-2007), and Chief Limited (an investment management
Executive Officer (since company); Non-Executive Director
Chairman 2006), Vice Chairman (since 2005), Baring Asset Management
(since 2005) (2005), Member of the Limited (an investment
Board of Managers (since manager/adviser); Chairman (since
2004), Member of the 2005), Cornerstone Real Estate
Board of Directors Advisers LLC (an investment adviser);
1 year/ (2003-2004), and Managing Director (since 2003), MassMutual
7 months Director (2000-2005) of Corporate Value Partners Limited
Babson Capital. (investment company); Director (since
2003), MassMutual Corporate Value
Limited (investment company);
Director (since 2005), MassMutual
Holdings (Bermuda) Ltd. (holding
company); Director (since 2004), MML
Assurance, Inc. (a New York insurance
company); Director (since 2005),
Oppenheimer Acquisition Corp.
(holding company); Director (since
2004), Jefferies Finance LLC (a
finance company); Director (since
2004), Great Lakes LLC (investment
company); Director (since 1999), SAAR
Holdings CDO Ltd. (investment
company); Chairman, Chief Executive
Officer and Director (since 2006),
MassMutual Capital Partners
(investment company); Director (since
2006), Invicta Advisers LLC
(derivative trading company);
Director (since 2006), Invicta
Capital LLC (derivative trading
company); Director (since 2006),
Invicta Credit LLC (derivative
trading company); Director (since
2006), Invicta Holdings LLC
(derivative trading company);
Director (since 2006), Director
(since 2006), MassMutual
International LLC (holding company);
Trustee (since 2003), President
(2003-2005), and Chairman (since
2005), MMCI Subsidiary Trust and MMPI
Subsidiary Trust; and Trustee (since
2005), Chairman (since 2005),
President (2003-2005), and Vice
* Mr. Crandall is classified as an "interested person" of the Trust and Babson Capital (as President (2002-2003), of MassMutual
defined by the Investment Company Act of 1940, as amended) because of his position as an Corporate Investors (closed-end
Officer of the Trust; and Chairman, Chief Executive Officer, and Member of the Board of investment company advised by Babson
Managers of Babson Capital. Capital).
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INTERESTED TRUSTEES
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PORTFOLIOS
POSITION OFFICE TERM/ PRINCIPAL OVERSEEN
NAME (AGE) WITH THE LENGTH OF OCCUPATION(S) DURING IN FUND
ADDRESS FUND TIME SERVED PAST 5 YEARS COMPLEX OTHER DIRECTORSHIPS HELD BY DIRECTOR
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Robert E. Joyal* (63) Trustee 3 years/ President (2001-2003) 57 President (1999-2003) and Trustee
(since 2003) 10 months of Babson Capital. (since 2003), of the Trust; Director
MassMutual (since 2006), Jefferies Group, Inc.
Participation Investors (financial services); Director (since
1500 Main Street 2003), Pemco Aviation Group, Inc.
Suite 600 (aircraft maintenance and overhaul);
P.O. Box 15189 Director (since 2007), Scottish Re
Springfield, MA 01115-5189 Group Ltd. (global life reinsurance
specialist); Trustee (since 2003),
MassMutual Select Funds, formerly
MassMutual Institutional 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; and President (1999-2003),
Trustee (since 2003), MassMutual
Corporate Investors (closed-end
investment company advised by Babson
Capital).
* 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 Trust, other investment companies advised by Babson Capital or any other advisory accounts over
which Babson Capital has brokerage placement discretion. Accordingly, the Trust has determined to classify Mr. Joyal as an
"interested person" of the Trust and Babson Capital (as defined by the Investment Company Act of 1940, as amended).
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INDEPENDENT TRUSTEES
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PORTFOLIOS
POSITION OFFICE TERM/ PRINCIPAL OVERSEEN
NAME (AGE) WITH THE LENGTH OF OCCUPATION(S) DURING IN FUND
ADDRESS FUND TIME SERVED PAST 5 YEARS COMPLEX OTHER DIRECTORSHIPS HELD BY DIRECTOR
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William J. Barrett (68) Trustee 2 years/ President (since 2002), 2 Trustee (since 2006), MassMutual
(since 2006) 10 months Barrett-Gardner Associates, Corporate Investors (a closed-end
MassMutual Inc. (investments); and investment company advised by Babson
Participation Investors Senior Vice President Capital).
1500 Main Street (1976-2002), Janney
Suite 600, P.O. Box 15189 Montgomery Scott LLC
Springfield, MA 01115-5189 (investments).
Donald E. Benson (77)* Trustee 3 years/ Executive Vice President 2 Director (since 1997), MAIR Holdings,
(since 1988) 10 months and Director (since 1992), Inc. (commu ter airline holding
MassMutual Marquette Financial Companies company); Director (since 1997),
Participation Investors (financial services); Partner First California Financial Group Inc.
1500 Main Street (since 1996), Benson Family (bank holding company); and Trustee
Suite 600, P.O. Box 15189 Limited Partnership No. 1 and (since 1986), MassMutual Corporate
Springfield, MA 01115-5189 Benson Family Limited Investors (closed-end investment
Partnership No. 2 (investment company advised by Babson Capital).
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, which owns .863% ($479,692.23 in
value) of MassMutual High Yield Partners II LLC and 1.59% ($671,623.89 in value) of Corporate Value Partners Limited, each an
investment fund that may be deemed to be controlled by MassMutual.
7
INDEPENDENT TRUSTEES
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PORTFOLIOS
POSITION OFFICE TERM/ PRINCIPAL OVERSEEN
NAME (AGE) WITH THE LENGTH OF OCCUPATION(S) DURING IN FUND
ADDRESS FUND TIME SERVED PAST 5 YEARS COMPLEX OTHER DIRECTORSHIPS HELD BY DIRECTOR
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Michael H. Brown (51) Trustee 1 year/ Private Investor; and 2 Trustee (since 2005), MassMutual
(since 2005) 10 months Managing Director (1994- Corporate Investors (a closed-end
MassMutual 2005), Morgan Stanley. investment company advised by Babson
Participation Investors Capital) and Independent Director
1500 Main Street (since 2006), Invicta Holdings LLC
Suite 600, P.O. Box 15189 and its subsidiaries (a derivative
Springfield, MA 01115-5189 trading company owned indirectly by
MassMutual).
Donald Glickman (74) * Trustee 3 years/ Chairman (since 1992), 2 Director (since 1984), Monro Muffler
(since 1992) 10 months Donald Glickman and Brake, Inc. (automobile repair
MassMutual Company, Inc. (private service); Director (since 1998), MSC
Participation Investors investments); and Partner Software, Corp. (simulation
1500 Main Street (since 1992), J.F. Lehman software); and Trustee (since 1992),
Suite 600, P.O. Box 15189 & Co. (private investments). MassMutual Corporate Investors
Springfield, MA 01115-5189 (closed-end investment company
advised by Babson Capital).
* 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 $640,650 in management fees to these J.F. Lehman affiliates attributable to the
investments in the limited partnerships.
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INDEPENDENT TRUSTEES
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PORTFOLIOS
POSITION OFFICE TERM/ PRINCIPAL OVERSEEN
NAME (AGE) WITH THE LENGTH OF OCCUPATION(S) DURING IN FUND
ADDRESS FUND TIME SERVED PAST 5 YEARS COMPLEX OTHER DIRECTORSHIPS HELD BY DIRECTOR
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Martin T. Hart (72)* Trustee 3 years/ Private Investor; and 2 Director (since 2004), Texas
(since 1991) 1 year, President and Director Roadhouse, Inc. (operates restaurant
MassMutual 10 months (since 1983), H chain); Director (since 1999),
Participation Investors Investment Company LLC ValueClick Inc. (internet advertising
1500 Main Street (family partnership). company); Director (since 2002),
Suite 600, P.O. Box 15189 Spectranetics Corp. (medical device
Springfield, MA 01115-5189 company); and Trustee (since 1991),
MassMutual Corporate Investors
(closed-end investment company
advised by Babson Capital).
Corine T. Norgaard (70) Trustee 3 years/ President, (2004-2005), 34 Trustee (since 2005), MML Series
(since 1998) 2 years, Thompson Enterprises Investment Fund II (an open-end
MassMutual 10 months Real Estate Investment; investment company advised by
Participation Investors and Dean (1996-2004), MassMutual); Trustee (since 2004),
1500 Main Street Barney School of MassMutual Premier Funds, formerly
Suite 600, P.O. Box 15189 Business, University The DLB Fund Group (an openend
Springfield, MA 01115-5189 of Hartford. investment company advised by
MassMutual); Trustee (since 1993),
ING Series Fund (investment company);
Director (since 1992), ING Variable
Series Fund; (investment company) and
Trustee (since 1998), MassMutual
Corporate Investors (a closed-end
investment company advised by Babson
Capital).
Maleyne M. Syracuse (51) Trustee 6 months/ Managing Director (2000- 2 Trustee (since 2007), MassMutual
(since 2007) 4 months** 2007), JP Morgan Corporate Investors (a closed-end
MassMutual Securities, Inc. investment company advised by Babson
Participation Investors Capital).
1500 Main Street
Suite 600, P.O. Box 15189
Springfield, MA 01115-5189
* Mr. Hart owns .879% ($488,138.89 in value) of MassMutual High Yield Partners II LLC and .7955% ($355,811.94 in value) of
MassMutual Corporate Value Partners Limited, each an investment fund that may be deemed to be controlled by MassMutual.
** Ms. Syracuse was appointed by the Board of Trustees to fill a newly created board seat on October 19, 2007.
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OFFICERS OF THE TRUST
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POSITION OFFICE TERM/ PRINCIPAL
NAME (AGE) WITH THE LENGTH OF OCCUPATION(S) DURING
ADDRESS FUND TIME SERVED PAST 5 YEARS
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Clifford M. Noreen (50) President 1 year/ President (since 2005) and Vice President (1993-2005) of the Trust;
7 months Vice Chairman (since 2007); Member of the Board of Managers (since
MassMutual 2006), and Managing Director (since 2000), Babson Capital; Trustee
Participation Investors (since 2005) and President (since 2005), MMCI Subsidiary Trust and
1500 Main Street MMPI Subsidiary Trust; and President (since 2005) and Vice President
Suite 600, P.O. Box 15189 (1993-2005), MassMutual Corporate Investors.
Springfield, MA 01115-5189
James M. Roy (45) Vice 1 year/ Vice President and Chief Financial Officer (since 2005), Treasurer
President and 7 months (2003-2005), and Associate Treasurer (1999-2003) of the Trust;
MassMutual Chief Financial Managing Director (since 2005) and Director (2000-2005) Babson
Participation Investors Officer Capital; Trustee (since 2005), Treasurer (since 2005), and Controller
1500 Main Street (2003-2005), MMCI Subsidiary Trust and MMPI Subsidiary Trust; and Vice
Suite 600, P.O. Box 15189 President and Chief Financial Officer (since 2005), Treasurer
Springfield, MA 01115-5189 (2003-2005), and Associate Treasurer (1999-2003), MassMutual Corporate
Investors.
Rodney J. Dillman (55) Vice 1 year/ Vice President, Secretary, and Chief Legal Officer (since 2006) of the
President, 7 months Trust; Corporate Vice President and Associate General Counsel (since
MassMutual Secretary, and 2000), MassMutual; General Counsel and Secretary (since 2006), Babson
Participation Investors Chief Legal Capital; Secretary (since 2006), MMCI Subsidiary Trust and MMPI
1500 Main Street Officer Subsidiary Trust; and Vice President, Secretary, and Chief Legal
Suite 600, P.O. Box 15189 Officer (since 2006), MassMutual Corporate Investors.
Springfield, MA 01115-5189
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OFFICERS OF THE TRUST
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POSITION OFFICE TERM/ PRINCIPAL
NAME (AGE) WITH THE LENGTH OF OCCUPATION(S) DURING
ADDRESS FUND TIME SERVED PAST 5 YEARS
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John T. Davitt, Jr. (40) Comptroller 1 year/ Comptroller (since 2001) of the Trust; Director (since 2000), Babson
7 months Capital; Controller (since 2005), MMCI Subsidiary Trust and MMPI
MassMutual Subsidiary Trust; and Comptroller (since 2001), MassMutual Corporate
Participation Investors Investors.
1500 Main Street
Suite 600, P.O. Box 15189
Springfield, MA 01115-5189
Melissa M. LaGrant (34) Chief 1 year/ Chief Compliance Officer (since 2006) of the Trust; Managing Director
Compliance 7 months (since 2005), Babson Capital; Vice President and Senior Compliance
MassMutual Officer Trading Manager (2003-2005), Loomis, Sayles & Company, L.P.; Assistant
Participation Investors Vice President-Business Risk Management Group (2002-2003) and
1500 Main Street Assistant Vice President-Investment Compliance (2001-2002), Zurich
Suite 600, P.O. Box 15189 Scudder Investments/Deutsche Asset Management; and Chief Compliance
Springfield, MA 01115-5189 Officer (since 2006), MassMutual Corporate Investors.
Ronald S. Talaia (39) Treasurer 1 year/ Treasurer (since 2006) of the Trust; Director (since 2001), Babson
7 months Capital; and Treasurer (since 2006), MassMutual Corporate Investors.
MassMutual
Participation Investors
1500 Main Street
Suite 600, P.O. Box 15189
Springfield, MA 01115-5189
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OFFICERS OF THE TRUST
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POSITION OFFICE TERM/ PRINCIPAL
NAME (AGE) WITH THE LENGTH OF OCCUPATION(S) DURING
ADDRESS FUND TIME SERVED PAST 5 YEARS
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Jill A. Fields (48) Vice President 1 year/ Vice President (since 2006) of the Trust; Managing Director (since
7 months 2000), Babson Capital; Vice President (since 2006), MMCI Subsidiary
MassMutual Trust and MMPI Subsidiary Trust; and Vice President (since 2006),
Participation Investors MassMutual Corporate Investors.
1500 Main Street
Suite 600, P.O. Box 15189
Springfield, MA 01115-5189
Michael P. Hermsen (47) Vice President 1 year/ Vice President (since 1998) of the Trust; Managing Director (since
7 months 2000), Babson Capital; Vice President (since 2005), MMCI Subsidiary
MassMutual Trust and MMPI Subsidiary Trust; and Vice President (since 1998),
Participation Investors MassMutual Corporate Investors.
1500 Main Street
Suite 600, P.O. Box 15189
Springfield, MA 01115-5189
Mary Wilson Kibbe (54) Vice President 1 year/ Vice President (since 1992) of the Trust; Managing Director (since
7 months 2000), Babson Capital; and Vice President (since 1992), MassMutual
MassMutual Corporate Investors.
Participation Investors
1500 Main Street
Suite 600, P.O. Box 15189
Springfield, MA 01115-5189
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OFFICERS OF THE TRUST
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POSITION OFFICE TERM/ PRINCIPAL
NAME (AGE) WITH THE LENGTH OF OCCUPATION(S) DURING
ADDRESS FUND TIME SERVED PAST 5 YEARS
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Michael L. Klofas (47) Vice President 1 year/ Vice President (since 1998) of the Trust; Managing Director (since
7 months 2000), Babson Capital; Vice President (since 2005), MMCI Subsidiary
MassMutual Trust and MMPI Subsidiary Trust; and Vice President (since 1998),
Participation Investors MassMutual Corporate Investors.
1500 Main Street
Suite 600, P.O. Box 15189
Springfield, MA 01115-5189
Richard E. Spencer, II (45) Vice President 1 year/ Vice President (since 2002) of the Trust; Managing Director (since
7 months 2000), Babson Capital; Vice President (since 2005), MMCI Subsidiary
MassMutual Trust and MMPI Subsidiary Trust; and Vice President (since 2002),
Participation Investors MassMutual Corporate Investors.
1500 Main Street
Suite 600, P.O. Box 15189
Springfield, MA 01115-5189
13
SHARE OWNERSHIP OF TRUSTEES AND OFFICERS
As of December 31, 2007 the Trustees and Officers of the Trust as a group and
individually beneficially owned less than one percent (1%) of the Trust's
outstanding shares.
The table below sets forth information regarding the beneficial ownership* of
the Trust's shares by each Trustee based on the market value of such shares as
of December 31, 2007.
DOLLAR RANGES OF SHARES OWNED BY TRUSTEES
NAME OF DOLLAR RANGE AGGREGATE DOLLAR RANGE
NOMINEE/ OF SHARES OF SHARES IN THE FAMILY OF
TRUSTEE IN THE TRUST INVESTMENT COMPANIES
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W. Barrett Over $100,000 Over $100,000
D. Benson Over $100,000** Over $100,000**
M. Brown $10,001-$50,000 $50,001-$100,000
R. Crandall $10,001-$50,000 Over $100,000***
D. Glickman $10,001-$50,000 Over $100,000
M. Hart Over $100,000 Over $100,000
R. Joyal Over $100,000 Over $100,000***
C. Norgaard $10,001-$50,000 $50,001-$100,000
M. Syracuse None None
* Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2)
under the Securities Exchange Act of 1934, as amended.
** Since December 31, 2007, Mr. Benson has transferred all of his Trust and
MassMutual Corporate Investor shares to a charitable trust. While Mr. Benson
retains voting and investment control over these shares, he is no longer
considered the "beneficial owner" of the shares for purposes of Rule
16a-1(a)(2).
*** Includes interest derived from the market value of MassMutual Corporate
Investors shares represented in the MassMutual and/or Babson Capital
non-qualified compensation deferral plans. However, pursuant to the terms of
the plans, neither the plans nor the participant has actual ownership in
MassMutual Corporate Investors shares.
INFORMATION CONCERNING COMMITTEES AND MEETINGS OF THE BOARD OF TRUSTEES
The Board of Trustees has an Audit Committee, a Joint Transactions Committee,
and a Nominating Committee.
The Audit Committee 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 the Trust's website,
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 are Donald E. Benson (Chairman), Martin T. Hart, 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 Trust's Audit Committee, the Board
designated Mr. Benson as the Trust's Audit Committee Financial Expert.
14
In accordance with the standards set forth in the Audit Committee Charter, the
Audit Committee is responsible for: financial statement and disclosure oversight
matters; matters related to the hiring, retention, and oversight of the Trust's
independent accountants; certain financial and accounting oversight matters; and
certain other matters as set forth in the Audit Committee Charter. The Audit
Committee also supervises investigations into matters relating to audit function
and performs other duties as required by applicable law or regulation. During
the twelve months ended December 31, 2007, the Audit Committee held eight
meetings.
The Joint Transactions Committee is comprised of all of the Trust's 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 the 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 1 7d- 1
thereunder. This Committee acts primarily by written consent (twelve consents
were executed by Committee members, approving twenty-one investments during the
past fiscal year). The Committee also met twice informally during the year in
conjunction with the quarterly meetings of the Trust's Board of Trustees
(approving two investments and turning down one during the past fiscal year).
The Trust's Nominating Committee 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 the Nominating Committee's Charter can be found
on the Trust's website, www. babsoncapital.com/mpv. This Committee met twice
during fiscal year 2007.
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, 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.
15
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 officers; the Trust's investment adviser; the Trust's
shareholders; 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, the Board of Trustees held five regular meetings
(one of which was held by means of a telephone conference call) and one special
meeting.
TRANSACTIONS WITH AND REMUNERATION OF OFFICERS AND TRUSTEES
Pursuant to the Investment Advisory and Administrative Services Contract between
the Trust and Babson Capital (the "Contract"), Babson Capital paid the
compensation and expenses of the Trust's officers and of all Trustees of the
Trust who were officers or employees of Babson Capital, with the exception of
Mr. Crandall and Mr. Dillman, and Assistant Secretaries Bradley J. Lucido and
Jason M. Pratt, whose compensation and expenses were paid by MassMutual.
Trustees who are not officers or employees of MassMutual or Babson Capital
receive an annual retainer fee paid by the Trust of $10,000. The Trust also pays
an additional annual retainer fee to the Chairman of the Audit Committee in the
amount of $2,500. Trustees also receive a fee of $1,500 for each meeting of the
Board which they attend, ($750 for each meeting conducted by telephone
conference call). Members of the Audit Committee and Nominating Committee
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. The aggregate direct remuneration to these
Trustees and reimbursement of their out-of-pocket expenses paid by the Trust
during the fiscal year ended December 31, 2007 was $155,376.
The following table discloses the compensation paid to the Trust's independent
Trustees (not including reimbursement for out-of-pocket expenses) for the fiscal
year ended December 31, 2007. Each of the independent Trustees also serves as a
Trustee of one other closed-end investment company managed by Babson Capital,
MassMutual Corporate Investors. The Trust, MassMutual Corporate Investors,
MassMutual Premier Funds, MassMutual Select Funds, MML Series Investment Fund,
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.
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NAME OF AGGREGATE COMPENSATION TOTAL COMPENSATION
TRUSTEE FROM THE TRUST FROM FUND COMPLEX
--------------------------------------------------------------------------------
William J. Barrett $18,750 $44,875
Donald E. Benson 28,250 63,875
Michael H. Brown 18,750 44,875
Roger W. Crandall None* None
Donald Glickman 18,750 44,875
Martin T. Hart 26,750 60,875
Robert E. Joyal None* 98,490 **
Corine T. Norgaard 26,750 180,075***
Maleyne M. Syracuse **** 4,750 11,625
--------------------------------------------------------------------------------
TOTAL $142,750 $549,565
--------------------------------------------------------------------------------
* No compensation is paid by the 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
$98,490 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 fiscal year ended December 31, 2007.
*** 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.
**** Ms. Syracuse was appointed to the Board of Trustees on October 19, 2007.
AUDIT COMMITTEE REPORT
The 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 the 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
the Trust's financial statements were prepared in conformity with generally
accepted accounting principles.
Accordingly, the Audit Committee has:
o Reviewed and discussed the audited financial statements for the fiscal year
ended December 31, 2007 with Management and KPMG LLP the Trust's
independent registered public accountants;
o Discussed with KPMG LLP those matters required to be discussed by SAS 114
(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.
The Audit Committee has also reviewed the aggregate fees billed for professional
services rendered by KPMG LLP for 2007 and 2006 for the 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.
17
In reliance on the reviews and discussions referred to above, the Audit
Committee presents this Report to the Trust's Board of Trustees and recommends
that the Board of Trustees (1) include the December 31, 2007 audited financial
statements in the Annual Report to Shareholders for the fiscal year ended
December 31, 2007, and (2) file such Annual Report with the Securities and
Exchange Commission and the New York Stock Exchange.
The Audit Committee appointed the firm of KPMG LLP as the Trust's auditors for
the fiscal year ending December 31, 2008, and, in connection therewith, KPMG LLP
will prepare all of the Trust's tax returns for the fiscal year ending December
31, 2008.
SUBMITTED BY THE AUDIT COMMITTEE OF THE
BOARD OF TRUSTEES
Donald E. Benson, Audit Committee Chair
Martin T. Hart, Audit Committee Member
Corine T. Norgaard, Audit Committee Member
February 11, 2008
The Board of Trustees reviewed this Report and approved the audited financial
statements for publication in the Trust's Annual Report.
THE TRUST'S INDEPENDENT AUDITORS
KPMG LLP ("KPMG") audited the financial statements of the Trust, Babson Capital,
and MassMutual for the fiscal year ended December 31, 2007. KPMG's audit report
for the Trust contained no qualifications or modifications. A KPMG
representative is expected to be present at the forthcoming 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 the Trust's 2008 financial statements and prepare the Trust's 2007 tax
return.
FEES PAID TO INDEPENDENT AUDITORS
FEES BILLED TO THE TRUST
--------------------------------------------------------------------------------
KPMG LLP KPMG LLP
YEAR ENDED YEAR ENDED
DECEMBER 31, 2007 DECEMBER 31, 2006
--------------------------------------------------------------------------------
Audit Fees $48,000 $35,500
Audit-Related Fees 5,700 5,400
Tax Fees 37,200 28,500
All Other Fees 0 0
--------------------------------------------------------------------------------
Total Fees $90,900 $69,400
--------------------------------------------------------------------------------
18
NON-AUDIT FEES BILLED TO
BABSON CAPITAL AND MASSMUTUAL
--------------------------------------------------------------------------------
KPMG LLP KPMG LLP
YEAR ENDED YEAR ENDED
DECEMBER 31, 2007 DECEMBER 31, 2006
--------------------------------------------------------------------------------
Audit-Related Fees $1,102,280 $912,760
Tax Fees 0 0
All Other Fees 75,000 0
--------------------------------------------------------------------------------
Ttotal Fees $1,177,280 $912,760
--------------------------------------------------------------------------------
The category "Audit Related Fees" reflects fees billed by KPMG for various
non-audit and non-tax services rendered to the Trust, 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 the Trust's Audit Committee to establish a
pre-approval policy for certain services rendered by the Trust's independent
accountants. During 2007, the Trust's Audit Committee approved all of the
services rendered to the Trust by KPMG and did not rely on such a preapproval
policy for any such services.
The 2006 fees billed represent final 2006 amounts, which may differ from the
preliminary figures available as of the publication date of the Trust's 2007
Proxy Statement and includes, among other things, fees for services that may not
have been billed as of the publication date of the Trust's 2007 Proxy Statement,
but are now properly included in the 2006 fees billed to the Trust, Babson
Capital, and MassMutual.
OTHER BUSINESS
The Board of Trustees 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 the Trust pursuant to the Contract.
Babson Capital currently has over $95 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
19
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, Suite 1100, in 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 the Trust
including, but not limited to, accounting services, meeting facilities, legal
support, report preparation, and other services provided to Babson Capital, the
Trust's investment adviser. MassMutual's principal business address is 1295
State Street, Springfield, Massachusetts, 01111.
SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The 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 Trust, the Trust believes that each of its Trustees
and relevant officers, Babson Capital, and relevant affiliated persons have
complied with all applicable filing requirements during the Trust's fiscal year
ended December 31, 2007, except Michael Ross of Babson Capital and Babson
Capital each inadvertently filed a late Form 3.
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 2009 who wishes to have such proposal included in the Trust's proxy material
for that meeting, should forward the written proposal to the Trust, Attention:
Secretary. Proposals must be received on or before October 29, 2008, to be
considered for inclusion in the Trust's proxy material for its 2009 Annual
Meeting.
Pursuant to procedures approved by the 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 Trust's Chief
Financial Officer at mpvmailbox@massmutual. com. When writing to the 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.
20
ADDITIONAL INFORMATION
Proxies will be solicited by mail and may be solicited in person or by
telephone, electronically, or facsimile by officers of the Trust. The expenses
connected with the solicitation of these proxies and with any further proxies
which may be solicited by the Trust's officers in person, by telephone, or by
facsimile will be borne by the Trust. In addition, the Trust may retain an
outside firm to solicit proxies, which would involve additional expenses,
payable by the Trust. The Trust will reimburse banks, brokers, and other persons
holding the 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 the Trust's Shareholders.
The Trust will arrange for at least one Trustee to attend its 2008 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. Seven of eight of the Trust's Trustees attended the April
27, 2007 Annual Meeting.
Only one copy of this 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 the Proxy Statement, please contact the
Trust at 1-866-399-1516. If any Shareholder does not want the mailing of his or
her Proxy Statement to be combined with those for the other members of the
Shareholder's household, please contact:
Shareholder Financial Services, Inc.
P.O. Box 173673
Denver, Colorado 80217-3673
1-800-647-7374
21
ANNUAL REPORT
The Annual Report of the Trust for its fiscal year ended December 31, 2007,
including financial statements, a schedule of the Trust's investments as of such
date and other data, was mailed on or about February 29, 2008, 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 Trust's transfer agent, Shareholder Financial
Services, Inc., at 1-800-647-7374.
By order of the
Board of Trustees,
/s/ Rodney J. Dillman
---------------------------
Rodney J. Dillman
Vice President and Secretary
1500 Main Street
Springfield, Massachusetts 01115
March 24, 2008
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MMPIP2973
---------------------------------------
Vote By Mail:
Vote, sign and date this Proxy Card and
return in the postage-paid envelope
---------------------------------------
MASSMUTUAL PARTICIPATION INVESTORS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Rodney J. Dillman 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 25, 2008,
at 2:00 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).
(If you noted any address changes above, please
mark corresponding box on other side.)
Date ______________________________________
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Signature(s) (if held jointly) (Please sign in box)
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.
MASSMUTUAL PARTICIPATION INVESTORS
Please fill in box(es) as shown using
black or blue ink or number 2 pencil. |X|
PLEASE DO NOT USE FINE POINT PENS.
1. ELECTION OF TRUSTEES For Withhold For All
All All Except *
Nominees for election: (01) Michael H. 0 0 0
Brown (02) Corine T. Norgaard and (03)
Maleyne M. Syracuse for three-year
terms; and until their respective
successors are duly elected or
qualified.
--------------------------------------------------------------------------------
*To withhold authority to vote, mark "For All Except" and write the nominee's
number on the line above.
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.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
MPI kw 08