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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
Springfield, Massachusetts 01115
[LOGO]
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
AND
PROXY STATEMENT
TIME
FRIDAY, APRIL 27, 2007
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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MASSMUTUAL PARTICIPATION INVESTORS
Springfield, Massachusetts
Dear Shareholder:
The 2007 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 27, 2007. 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 five 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 27, 2007, at 1:00 p.m., Eastern Time, for the following purposes:
(1) to elect as Trustees Donald E. Benson, Donald Glickman, and Robert E. Joyal,
each for three-year terms; William J. Barrett for a two-year term; and Michael
H. Brown for a one-year term; and 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 or adjournments thereof.
Holders of record of the shares of beneficial interest of the Trust at the
close of business on February 27, 2007, 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 30, 2007
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, to be held in the
Oak Room of Massachusetts Mutual Life Insurance Company ("MassMutual"), 1295
State Street, Springfield, Massachusetts 01111, on Friday, April 27, 2007, 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 30, 2007, to shareholders of
record on February 27, 2007, 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 27, 2007 will be entitled to one
vote per share on all business of the meeting and any adjournments. There were
9,831,693 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 its 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 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
with respect to a particular class of Trustees is required to elect a Trustee
nominee as a member of that class of Trustees. Thus, the Trustee nominees for
election as members of a class of Trustees at the Annual Meeting who receive the
greatest number of votes properly cast with respect to that class 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
3
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.
(1) ELECTION OF TRUSTEES
The Board of Trustees is currently comprised of eight Trustees with terms
expiring in 2007, 2008 and 2009. The terms of Donald E. Benson, Donald Glickman
and Robert E. Joyal expire this year. William J. Barrett was elected as a
Trustee by the Board of Trustees to fill a newly created board seat on July 18,
2006. Mr. Barrett's current term expires in 2009. Michael H. Brown was elected
as a Trustee by the Board of Trustees to fill a newly created board seat on July
15, 2005. Mr. Brown's current term expires in 2008. Messrs. Barrett and Brown
have each voluntarily agreed to stand for a shareholder election. The Trust's
Nominating Committee nominated Messrs. Benson and Glickman for re-election as
independent Trustees to the Board of Trustees for three-year terms, Mr. Barrett
for a two-year term, and Mr. Brown for a one-year term. Upon the recommendation
of the Nominating Committee, the Board of Trustees nominated Mr. Joyal for
re-election to the Board of Trustees for a three-year term. All nominees, if
elected, are to serve their respective terms, and 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.
4
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* (62) Trustee 3 years/ President (2001-2003) 51 President (1999-2003) and Trustee
(since 2003) 2 years, of Babson Capital. (since 2003), of the Trust; Director
MassMutual 10 months (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 Trustee (since 2003), MassMutual
Springfield, MA 01115-5189 Select Funds, formerly MassMutual
Institutional Funds, (an open-end
investment company advised by
NOMINEE FOR TRUSTEE 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).
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* 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 brokerdealer 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 in the Investment Company Act of 1940, as amended).
5
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* (42) 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 7 months Officer (since 2005) of President (2002-2003), of the Trust;
Life Insurance Company MassMutual; and Director (since 2004), Babson Capital
1295 State Street Chairman 1 year/ Chairman (since 2005), Europe Limited (an institutional
Springfield, MA 01111 (since 2005) 7 months President and Chief debt-fund manager); Director (since
Executive Officer (since 2005), Babson Capital Japan KK (a
2006), Vice Chairman Japanese registered investment
(2005), Member of the adviser); Non-Executive Director
Board of Managers (since (since 2005), Baring Asset Management
2004), Member of the Limited (an investment
Board of Directors manager/adviser); Chairman (since
(2003-2004), and 2005), Cornerstone Real Estate
Managing Director Advisers LLC (an investment adviser);
(2000-2005) of Babson Director (since 2003), MassMutual
Capital. Corporate Value Partners Limited
(investment company); Director (since
2003), MassMutual Corporate Value
Limited (investment company); Director
(since 2005), MassMutual Holdings
(Bermuda) Ltd. (holding company);
Director (since 2005), MassMutual
Holding MSC, Inc. (holding company);
Director (since 1996), MMHC Investment
LLC (investment 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
joint venture between Jefferies Group,
Inc. and Babson Capital); Director
(since 2004), Great Lakes LLC
(investment company); Director (since
1999), SAAR Holdings CDO Ltd.
(investment company); Chairman and
Chief Executive Officer (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); 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 President
(2002-2003), of MassMutual Corporate
Investors (closedend investment
company advised by Babson Capital).
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* Mr. Crandall is classified as an "interested person" of the Trust and Babson Capital (as defined in the Investment Company Act of
1940, as amended) because of his position as an officer of the Trust; and Chairman, President, Chief Executive Officer, and
Member of the Board of Managers of Babson Capital.
6
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 (67) Trustee 3 years/ President (since 2002), 2 Trustee (since 2006), MassMutual
(since 2006) 10 months* Barrett-Gardner Corporate Investors (a closed-end
MassMutual Associates, Inc. Investment company advised by Babson
Participation Investors (investments); and Capital).
1500 Main Street Senior Vice President
Suite 600 (1976-2002), Janney
P.O. Box 15189 Montgomery Scott LLC
Springfield, MA 01115-5189 (investments).
NOMINEE FOR TRUSTEE
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DONALD E. BENSON** (76) Trustee 3 years/ Executive Vice President 2 Director (since 1997), MAIR Holdings,
(since 1988) 2 years, and Director (since 1992), Inc. (commuter airline holding
MassMutual 10 months Marquette Financial company); Director (since 1997),
Participation Investors Companies (financial National Mercantile Bancorp (bank
1500 Main Street services); Partner (since holding company); and Trustee (since
Suite 600 1996), Benson Family 1986), MassMutual Corporate Investors
P.O. Box 15189 Limited Partnership No. 1 (closed-end investment company advised
Springfield, MA 01115-5189 and Benson Family by Babson Capital).
Limited Partnership No. 2
(investment partnerships);
NOMINEE FOR TRUSTEE and Partner (1987-2004),
Benson, Pinckney, Oates
Partnership (building
partnership).
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* Mr. Barrett was elected by the Board of Trustees to fill a newly created board seat on July 18, 2006. His current term expires in
2009. Mr. Barrett has voluntarily agreed to stand for a shareholder election for a two-year term of office.
**Mr. Benson has a beneficial ownership interest in the Benson Family Limited Partnership No. 2, which owns 0.86% ($882,303 in
value) of MassMutual High Yield Partners II LLC and 1.59% ($898,904 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 (50) Trustee 3 years/ Private Investor; 2 Trustee (since 2005), MassMutual
(since 2005) 1 year, and Managing Director Corporate Investors (a closed-end
MassMutual 7 months* (1994-2005), investment company advised by Babson
Participation Investors Morgan Stanley.* Capital); Independent Director (since
1500 Main Street 2006), Invicta Holdings LLC (a
Suite 600 derivative trading company).
P.O. Box 15189
Springfield, MA 01115-5189
NOMINEE FOR TRUSTEE
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DONALD GLICKMAN (73) Trustee 3 years/ Chairman (since 1992), 2 Director (since 1984), Monro Muffler
(since 1992) 2 years, Donald Glickman and Brake, Inc. (automobile repair
MassMutual 10 months Company, Inc. (private service); Director (since 1998), MSC
Participation Investors investments); and Partner Software, Corp. (simulation software);
1500 Main Street (since 1992), J.F. and Trustee (since 1992), MassMutual
Suite 600 Lehman & Co.** Corporate Investors (closed-end
P.O. Box 15189 (private investments). investment company advised by Babson
Springfield, MA 01115-5189 Capital).
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* Mr. Brown was elected by the Board of Trustees to fill a newly created board seat on July 15, 2005. His current term expires in
2008. Mr. Brown has voluntarily agreed to stand for a shareholder election for a one-year term of office.
**MassMutual and its affiliates are limited partners in three private investment funds in which affiliates of J.F. Lehman 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 $403,840 in management fees attributable to the investments in the limited partnerships.
8
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* (71) Trustee 3 years/ Private Investor; and 2 Director (since 2004), Texas
(since 1991) 10 months President and Director Roadhouse, Inc. (operates restaurant
MassMutual (since 1983), H Investment chain); Director (since 1999),
Participation Investors Company LLC ValueClick Inc. (internet advertising
1500 Main Street (family partnership) company); Director (since 2002),
Suite 600 Spectranetics Corp. (medical device
P.O. Box 15189 company); and Trustee (since 1991),
Springfield, MA 01115-5189 MassMutual Corporate Investors
(closed-end investment company advised
by Babson Capital).
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CORINE T. NORGAARD (69) Trustee 3 years/ President, (2004-2005), 33 Trustee (since 2005), MML Series
(since 1998) 1 year, 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 The
Suite 600 Business, University of DLB Fund Group (an open-end investment
P.O. Box 15189 Hartford. company advised by MassMutual);
Springfield, MA 01115-5189 Trustee (since 1993), ING Series Fund
(investment company); Director (since
1992), ING Variable Series Fund; and
Trustee (since 1998), MassMutual
Corporate Investors (a closed-end
investment company advised by Babson
Capital).
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* Mr. Hart owns 0.878% ($897,839 in value) of MassMutual High Yield Partners II LLC and 0.80% ($449,452 in value) of MassMutual
Corporate Value Partners Limited, each an investment fund that may be deemed to be controlled by MassMutual.
9
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 (49) President 1 year/ President (since 2005) and Vice President (1993-2005) of the Trust;
7 months Member of the Board of Managers (since 2006), and Managing Director
MassMutual (since 2000) of Babson Capital; Trustee (since 2005), and President
Participation Investors (since 2005) of MMCI Subsidiary Trust and MMPI Subsidiary Trust; and
1500 Main Street President (since 2005) and Vice President (1993-2005) of MassMutual
Suite 600 Corporate Investors.
P.O. Box 15189
Springfield, MA 01115-5189
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RODNEY J. DILLMAN (54) Vice 1 year/ Vice President, Secretary, and Chief Legal Officer (since 2006) of the
President, 7 months Trust; Vice President and Associate General Counsel (since 2000) of
MassMutual Secretary, and MassMutual; General Counsel and Secretary (since 2006) of Babson
Participation Investors Chief Legal Capital; Secretary (since 2006) of MMCI Subsidiary Trust and MMPI
1500 Main Street Officer Subsidiary Trust; and Vice President, Secretary, and Chief Legal
Suite 600 Officer (since 2006) of MassMutual Corporate Investors.
P.O. Box 15189
Springfield, MA 01115-5189
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JAMES M. ROY (44) 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; Managing
MassMutual Chief Financial Director (since 2005), and Director (2000-2005) of Babson Capital;
Participation Investors Officer Trustee (since 2005), Treasurer (since 2005), and Controller
1500 Main Street (2003-2005) of MMCI Subsidiary Trust and MMPI Subsidiary Trust; and
Suite 600 Vice President and Chief Financial Officer (since 2005), Treasurer
P.O. Box 15189 (2003-2005) and Associate Treasurer (1999-2003) of MassMutual Corporate
Springfield, MA 01115-5189 Investors.
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10
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. (39) Comptroller 1 year/ Comptroller (since 2001) of the Trust; Director (since 2000) of Babson
7 months Capital; Controller (since 2005) of MMCI Subsidiary Trust and MMPI
MassMutual Subsidiary Trust; and Comptroller (since 2001) of MassMutual Corporate
Participation Investors Investors.
1500 Main Street
Suite 600
P.O. Box 15189
Springfield, MA 01115-5189
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MELISSA M. LAGRANT (33) Chief 1 year/ Chief Compliance Officer (since 2006) of the Trust; Managing Director
Compliance 7 months (since 2005) of 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 Assistant
1500 Main Street Vice President-Investment Compliance (2001-2002) of Zurich Scudder
Suite 600 Investments/Deutsche Asset Management; and Chief Compliance Officer
P.O. Box 15189 (since 2006) of MassMutual Corporate Investors.
Springfield, MA 01115-5189
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RONALD S. TALAIA (38) Treasurer 1 year/ Treasurer (since 2006) of the Trust; Director (since 2001) of Babson
7 months Capital; and Treasurer (since 2006) of MassMutual Corporate Investors.
MassMutual
Participation Investors
1500 Main Street
Suite 600
P.O. Box 15189
Springfield, MA 01115-5189
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11
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 (47) Vice 1 year/ Vice President (since 2006) of the Trust; Managing Director (since
President 7 months 2000) of Babson Capital; Vice President (since 2006) of MMCI Subsidiary
MassMutual Trust and MMPI Subsidiary Trust; and Vice President (since 2006) of
Participation Investors MassMutual Corporate Investors.
1500 Main Street
Suite 600
P.O. Box 15189
Springfield, MA 01115-5189
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MICHAEL P. HERMSEN (46) Vice 1 year/ Vice President (since 1998) of the Trust; Managing Director (since
MassMutual President 7 months 2000) of Babson Capital; Vice President (since 2005) of MMCI Subsidiary
Participation Investors Trust and MMPI Subsidiary Trust; and Vice President (since 1998) of
1500 Main Street MassMutual Corporate Investors.
Suite 600
P.O. Box 15189
Springfield, MA 01115-5189
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MARY WILSON KIBBE (53) Vice 1 year/ Vice President (since 1992) of the Trust; Managing Director (since
President 7 months 2000) of Babson Capital; and Vice President (since 1992) of MassMutual
MassMutual Corporate Investors.
Participation Investors
1500 Main Street
Suite 600
P.O. Box 15189
Springfield, MA 01115-5189
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12
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 (46) Vice 1 year/ Vice President (since 1998) of the Trust; Managing Director (since
President 7 months 2000) of Babson Capital; Vice President (since 2005) of MMCI Subsidiary
MassMutual Trust and MMPI Subsidiary Trust; and Vice President (since 1998) of
Participation Investors MassMutual Corporate Investors.
1500 Main Street
Suite 600
P.O. Box 15189
Springfield, MA 01115-5189
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RICHARD E. SPENCER, II (44) Vice 1 year/ Vice President (since 2002) of the Trust; Managing Director (since
President 7 months 2000) of Babson Capital; Vice President (since 2005) of MMCI Subsidiary
MassMutual Trust and MMPI Subsidiary Trust; and Vice President (since 2002) of
Participation Investors MassMutual Corporate Investors.
1500 Main Street
Suite 600
P.O. Box 15189
Springfield, MA 01115-5189
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13
SHARE OWNERSHIP OF TRUSTEES, NOMINEES AND EXECUTIVE OFFICERS
Set forth below is information concerning beneficial ownership, as of
December 31, 2006, of the Trust's shares by each Trustee, nominee for Trustee,
and the Trust's Trustees, nominees for Trustee and Executive Officers as a
group.
BENEFICIAL OWNERSHIP OF TRUST SHARES
DECEMBER 31, 2006(1)
-------------------------------------------------------------------------
NAME OF SHARES PERCENTAGE OF
INDIVIDUAL BENEFICIALLY OUTSTANDING
OR GROUP OWNED(1) SHARES OWNED
-------- -------- -------------
W. Barrett 4,913 *
D. Benson 9,780 *
M. Brown 2,000 *
R. Crandall 800 *
D. Glickman 2,540 *
M. Hart 44,438 *
R. Joyal 19,541(2) *
C. Norgaard 1,756(3) *
All Trustees, Nominees and
Executive Officers as a Group 85,768
-------------------
1 This information, not being within the knowledge of the Trust, has been
furnished by each nominee, Trustee and Executive Officer as of December 31,
2006. Beneficial ownership has been determined in accordance with Rule
13d-3(d)(1) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Except as otherwise indicated by footnote, the persons
named in the table have sole voting and investment power with respect to
all of the shares beneficially owned by them. Fractional shares not
reported.
2 Includes 10,396 shares owned by Mr. Joyal's wife with respect to which he
has no voting or investment power.
3 Ms. Norgaard has shared voting and investment power with respect to 900 of
the shares listed in the table above.
* Less than one percent not listed.
The table below sets forth information regarding the beneficial ownership*
of the Trust's shares by each Trustee and Nominee based on the market value
of such shares as of December 31, 2006.
DOLLAR RANGES OF SHARES OWNED BY TRUSTEES AND NOMINEES FOR TRUSTEE
--------------------------------------------------------------------------
NAME OF DOLLAR RANGE AGGREGATE DOLLAR RANGE
NOMINEE/ OF SHARES OF SHARES IN THE FAMILY
TRUSTEE IN THE TRUST INVESTMENT COMPANIES
------- ------------ --------------------
W. Barrett $50,001-$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
--------------------------------------------------------------------------
* 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 MassMutual Corporate
Investors common 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 common shares.
14
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 and operates pursuant to a written Audit
Committee Charter, which is available on the Trust's website,
www.babsoncapital.com/mpv. 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.
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, 2006, 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. 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 Investment Company Act of 1940, as amended (the "1940 Act") and
Rule 17d-1 thereunder. This Committee acts primarily by written consent (twelve
consents were executed by Committee members, approving twenty-five investments
during the past fiscal year). The Committee also met informally four times
during the year in conjunction with the quarterly meetings of the Trust's Board
of Trustees (approving seven investments 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, and Corine T. Norgaard, 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 2006.
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
15
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.
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. Shareholders' 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 (and
will continue to pay) 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
(and will continue to be paid) by MassMutual.
In July 2006, 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 MassMutual or Babson Capital. Also, the Board
approved an additional annual retainer fee for the Chairman of the Audit
Committee in the amount of $2,500. The new compensation structure became
effective on October 1, 2006. The annual retainer for Trustees increased $2,000
to $10,000. Trustees receive a fee of $1,500 for each meeting of the Board which
they attend, a $250 increase. Trustees receive a fee of $750 for each meeting
conducted by telephone, a $100 increase. Members of the Audit Committee and
Nominating Committee continue to 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
16
retirement from the Board or some other time at their election. The aggregate
direct remuneration of these Trustees and reimbursement of their out-of-pocket
expenses paid by the Trust during the fiscal year ended December 31, 2006 was
$138,121 (includes amounts paid to a former Trustee, Jack A. Laughery, who died
during 2006).
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, 2006. Each of the independent Trustees
also serves as a Trustee of one other closed-end investment company, MassMutual
Corporate Investors, managed by Babson Capital. Ms. Norgaard also serves as a
Trustee of two open-end investment companies, MassMutual Premier Funds and MML
Series Investment Fund II, both of which are managed by MassMutual, the ultimate
parent of Babson Capital. (The Trust, MassMutual Corporate Investors, MassMutual
Premier 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.
TOTAL
AGGREGATE COMPENSATION
NAME OF COMPENSATION FROM FUND
TRUSTEE FROM THE TRUST COMPLEX
------- -------------- -------
William J. Barrett $ 8,000 $ 19,875
Donald E. Benson 25,125 58,625
Michael H. Brown 16,500 40,375
Donald Glickman 16,500 40,375
Martin T. Hart 24,500 57,375
Jack A. Laughery* 11,750 28,750
Corine T. Norgaard 24,500 145,375**
-------- --------
Total $111,625 $693,500
======== ========
* Mr. Laughery died in August, 2006.
** Additionally, Ms. Norgaard received $132,125 in total compensation from the
Fund Complex for the fiscal year ended December 31, 2005.
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 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 accountant's responsibilities,
Management advised that the Trust's financial statements were prepared in
conformity with generally accepted accounting principles.
17
Accordingly, the Audit Committee has:
o Reviewed and discussed the audited financial statements for
the fiscal year ended December 31, 2006 with Management and
KPMG LLP, the Trust's independent public accountants;
o Discussed with KPMG LLP those matters required to be discussed
by SAS 61 (Codification of Statements on Auditing Standards);
and
o Received the written disclosure and the letter from KPMG LLP
required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and has
discussed with KPMG LLP its independence.
The Audit Committee has also reviewed the aggregate fees billed for
professional services rendered by KPMG LLP for 2006 and 2005 for the Trust
and for the non-audit services provided to Babson, and Babson'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, 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, 2006
audited financial statements in the Annual Report to shareholders for the
fiscal year ended December 31, 2006, 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, 2007, and, in connection
therewith, KPMG LLP will prepare all of the Trust's tax returns for the
fiscal year ending December 31, 2007.
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 6, 2007
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, 2006. KPMG's
audit report for the Trust contained no qualifications or modifications. A KPMG
18
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 2007 financial statements and prepare the Trust's 2006 tax
return.
FEES PAID TO INDEPENDENT AUDITORS
(1) FEES BILLED TO THE TRUST
--------------------------------------------------------------------
KPMG LLP KPMG LLP
YEAR ENDED YEAR ENDED
DECEMBER 31, 2006 DECEMBER 31, 2005
----------------- -----------------
Audit Fees $ 35,500 $ 39,200
Audit-Related Fees 5,400 5,000
Tax Fees 32,900 25,900
All Other Fees 0 0
----------- ----------
Total Fees $ 73,800 $ 70,100
========== ==========
(2) NON-AUDIT FEES BILLED TO
BABSON CAPITAL AND MASSMUTUAL
--------------------------------------------------------------------
KPMG LLP KPMG LLP
YEAR ENDED YEAR ENDED
DECEMBER 31, 2006 DECEMBER 31, 2005
----------------- -----------------
Audit-Related Fees $ 988,727 $1,229,916
Tax Fees 18,000 0
All Other Fees 0 0
---------- ----------
Total Fees $1,006,727 $1,229,916
========== ==========
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 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 2006, the 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 2005 fees billed represent final 2005 amounts, which may differ from
the preliminary figures available as of the publication date of the Trust's 2006
Proxy
19
Statement and includes, among other things, fees for services that may not have
been billed as of the publication date of the Trust's 2006 Proxy Statement, but
are now properly included in the 2005 fees billed to the Trust, Babson Capital,
and MassMutual.
(2) 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, an SEC registered investment adviser since 1940, currently
has over $88 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, 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, MA, 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, 2006.
20
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 2008 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 November 1, 2007,
to be considered for inclusion in the Trust's proxy material for its 2008 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.
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. If the Trust does retain such an outside firm, the
anticipated cost would be approximately $14,000. 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 2007 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 such
attendance. Six of the Trust's Trustees attended the April 21, 2006 Annual
Meeting.
If any Shareholders desire additional information about the matters
proposed for action, management will be glad to hear from them and to provide
further information.
21
ANNUAL REPORT
THE ANNUAL REPORT OF THE TRUST FOR ITS FISCAL YEAR ENDED DECEMBER 31,
2006, INCLUDING FINANCIAL STATEMENTS, A SCHEDULE OF THE TRUST'S INVESTMENTS AS
OF SUCH DATE AND OTHER DATA, WAS MAILED ON OR ABOUT FEBRUARY 28, 2007, 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 30, 2007
22
DB1209 307
TO VOTE BY MAIL
1) Read the Proxy Statement.
MASSMUTUAL PARTICIPATION INVESTORS 2) Check the appropriate boxes on the proxy card below.
C/O BABSON CAPITAL MANAGEMENT LLC 3) Sign and date the proxy card below.
1500 MAIN STREET 4) Return the proxy card in the envelope provided.
SUITE 600
SPRINGFIELD, MA 01115
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: MAPAN1 KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
MASSMUTUAL CORPORATE INVESTORS
1. ELECTION OF TRUSTEES For Withhold For All To withhold authority to vote for
Nominees for Election: (01) Donald E. Benson, (02) Donald All All Except any individual nominee(s), mark
Glickman, and (03) Robert E. Joyal for three-year terms; (04) "For All Except" and write the
William J. Barret for a two-year term; and (05) Michael H. Brown [_] [_] [_] name(s) of the nominee(s) on the
for a one-year term; and until their respective successors are line below.
duly elected and qualified.
_________________________________
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(s). 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
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 27, 2007,
at 1:00 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 OR PROXIES, AND IN THE ABSENCE OF INSTRUCTIONS, THE UNDERSIGNED HEREBY
AUTHORIZES THE AFORESAID PROXY OR PROXIES TO VOTE ON ANY MATTER RAISED PURSUANT
TO ITEM (2).