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SCHEDULE 14A
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
MassMutual Corporate Investors
-------------------------------
(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 CORPORATE INVESTORS
Springfield, Massachusetts 01115
[LOGO]
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
AND
PROXY STATEMENT
TIME
FRIDAY, APRIL 30, 2004
AT 2:00 P.M.
PLACE
OAK ROOM
MASSACHUSETTS MUTUAL
LIFE INSURANCE COMPANY
1295 STATE STREET
SPRINGFIELD, MASSACHUSETTS 01111
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
MASSMUTUAL CORPORATE INVESTORS
Springfield, Massachusetts
Dear Shareholder:
The 2004 Annual Meeting of Shareholders of MassMutual Corporate Investors
(the "Trust") will be held in the Oak Room of Massachusetts Mutual Life
Insurance Company, 1295 State Street, Springfield, Massachusetts 01111, at 2:00
p.m., Eastern Time, on Friday, April 30, 2004. 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 re-elect three Trustees and
approve the existing Investment Services Contract, dated July 1, 1988, with
David L. Babson & Company Inc. The Board of Trustees recommends that
shareholders elect the nominated Trustees and approve the continuance of the
contract with David L. Babson & Company Inc.
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/ Stuart H. Reese
------------------------
Stuart H. Reese
Chairman
1
MASSMUTUAL CORPORATE INVESTORS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF
MASSMUTUAL CORPORATE INVESTORS:
The Annual Meeting of Shareholders of MassMutual Corporate 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
30, 2004, at 2:00 p.m., Eastern Time, for the following purposes:
(1) to re-elect Donald E. Benson, Donald Glickman and Robert E. Joyal as
Trustees for three-year terms, and until their respective successors are duly
elected and qualified;
(2) to approve the continuance of the Trust's existing Investment Services
Contract with David L. Babson & Company Inc., dated July 1, 1988, which was last
submitted to a vote of the Trust's shareholders on April 11, 2003; and
(3) 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 the Trust at the close of business on
March 1, 2004, are entitled to vote at the meeting or any adjournment thereof.
By order of the
Board of Trustees,
/s/ Stephen L. Kuhn
----------------------------
Stephen L. Kuhn
Vice President and Secretary
Springfield, Massachusetts
March 15, 2004
2
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of MassMutual Corporate 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 30, 2004, at 2:00 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.
Holders of common shares of the Trust ("shares") of record at the close of
business on March 1, 2004 will be entitled to one vote per share on all business
of the meeting and any adjournments. There were 8,910,216 shares outstanding on
the record date. To the best knowledge of the Trust, MassMutual is the only
beneficial owner of more than 5% of the outstanding shares of the Trust.
MassMutual may be deemed a beneficial owner of more than 5% of the outstanding
shares of the Trust by reason of its owning a $20,000,000 Senior Fixed Rate
Convertible Note due November 15, 2007 (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.
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 15, 2004, to shareholders of
record on March 1, 2004, the record date. The Trust's principal business office
is MassMutual Corporate Investors, c/o David L. Babson & Company Inc., 1500 Main
Street, Suite 1100, Springfield, Massachusetts 01115.
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 Trustees at the Annual
Meeting who receive the greatest number of votes properly cast for the election
of trustees shall be elected Trustees.
To the extent that a vote is legally required, an affirmative "majority
vote" of the Trust's shares is required to approve the Trust's existing
Investment Services Contract dated July 1, 1988 (the "Contract") with David L.
Babson & Company Inc. ("Babson"). An affirmative "majority vote" means either
(1) the holders of at least 67% of the Trust's shares present in person or by
proxy, if more than 50% of the Trust's outstanding shares are present or
represented by proxy, or (2) a majority of the outstanding shares of the Trust,
whichever is less.
3
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 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. As to the continuance of the Contract,
abstentions or broker non-votes have the effect of a negative vote. 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 2004, 2005 and 2006. The terms of Donald E. Benson, Donald Glickman,
and Robert E. Joyal expire this year. The Trust's Nominating Committee nominated
Mr. Benson and Mr. Glickman (who are independent Trustees) for re-election to
the Board of Trustees, each for a three-year term. Upon the recommendation of
the Nominating Committee, the Trust's Board of Trustees nominated Mr. Joyal (who
is an interested Trustee) for re-election 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 after the name of each Officer is a list
of the Trust's Executive Officers, with his position with the Trust, principal
occupation or employment for the past five years and term of office and length
of such term served.
4
INTERESTED TRUSTEES
Portfolios
Position Office Term/ Principal Overseen In
Name (Age) with the Length of Occupation(s) During Fund Other Directorships
Address Fund Time Served Past 5 Years Complex Held by Director
------------------------------------------------------------------------------------------------------------------------------------
Stuart H. Reese*(48) Trustee 3 years/10 months Executive Vice President 48 Trustee, Chairman (since 1999)
and Chief Investment and President (1993-1999) of
MassMutual Life Ins. Co. Chairman 1 year/7 months Officer (since 1999) of the Trust; Director (since
1295 State Street (since 1999) MassMutual; President 1995), MassMutual Corporate
Springfield, MA 01111 (since 2003), Director Value Partners Limited
and CEO (since 2000), (investment company);
and President (2000- President (1994-1999),
2001) of Babson; Chief Chairman and Trustee (since
Executive Director 1999), MassMutual
(1997-1999), Senior Institutional Funds; President
Vice President (1993- (1993-1999), Chairman and
1997) of MassMutual. Trustee (since 1999), MML
Series Investment Fund;
Director (since 1993), MML
Baystate Life Insurance
Company; Advisory Board Member
(since 1995), Kirtland Capital
Partners (investment
partnership); Advisory Board
Member (since 1996),
MassMutual High Yield Partners
II LLC (investment company);
Chairman (since 1999) and
Director (since 1996), Antares
Capital Corporation (bank loan
syndication); Director (since
1996), Charter Oak Capital
Management, Inc.; President
(since 1998), MassMutual/Darby
CBO LLC (investment company);
Director (since 1999), MLDP
Holdings; Chairman (since
2000), Cornerstone Real Estate
Advisers Inc.; Trustee (since
1998), President (1998-2001)
and Chairman (since 2001),
MMCI Subsidiary Trust and MMPI
Subsidiary Trust; Trustee,
Chairman (since 1999), and
President (1993-1999),
MassMutual Participation
Investors (closed-end
investment company advised by
Babson).
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*Mr. Reese is an "interested person" of the Trust (as defined in the Investment
Company Act of 1940, amended) because of his position as an Officer of the
Trust, an Executive Officer of MassMutual and a Director, President and CEO of
Babson.
5
INTERESTED TRUSTEES
Portfolios
Position Office Term/ Principal Overseen In
Name (Age) with the Length of Occupation(s) During Fund Other Directorships
Address Fund Time Served Past 5 Years Complex Held by Director
------------------------------------------------------------------------------------------------------------------------------------
Robert E. Joyal** (59) Trustee 1 year/10 months President (2001-2003), 48 President (1999-2003) and
(since 2003) Managing Director Trustee (since 2003) of the
MassMutual Corporate (2000-2001) and Trust; Director (since 1996),
Investors Executive Director Antares Capital Corporation
1500 Main Street (1999-2000) of Babson; (bank loan syndication);
Suite 1100 Executive Director Director (since 1996), First
Springfield, MA 01115 (1997-1999) of Israel Mezzanine Investors
MassMutual. Ltd. (general partner and
NOMINEE FOR TRUSTEE manager of The Israel
Mezzanine Fund, L.P.);
Director (since 2003), Pemco
Aviation Group, Inc.; Director
(since 2003), MML Series
Investment Fund (an open-end
investment company sub-advised
by Babson); Director (since
2003), MassMutual
Institutional Fund (an
open-end investment company
subadvised by Babson); Trustee
(1998-2003), Senior Vice
President (1998-2001) and
President (2001- 2003), MMCI
Subsidiary Trust and MMPI
Subsidiary Trust; President
(1999-2003), Trustee (since
2003), MassMutual
Participation Investors
(closed-end investment company
advised by Babson).
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**Mr. Joyal retired as President of Babson in June 2003. He continues to serve
as a director or trustee of several entities affiliated with MassMutual,
Babson's indirect parent company. Accordingly, the Trust classifies Mr. Joyal as
an "interested person" of the Trust and Babson (as defined in the Investment
Company Act of 1940, amended).
6
INDEPENDENT TRUSTEES
Portfolios
Position Office Term/ Principal Overseen In
Name (Age) with the Length of Occupation(s) During Fund Other Directorships
Address Fund Time Served Past 5 Years Complex Held by Director
------------------------------------------------------------------------------------------------------------------------------------
Donald E. Benson (73) Trustee 3 years/2 years, Executive Vice President 2 Director (since 1997), MAIR
(since 1986) 10 months and Director (since Holdings, Inc. (commuter
MassMutual Corporate 1992), Marquette airline holding company);
Investors Financial Companies Director (since 1997),
1500 Main Street (financial services); National Mercantile Bancorp
Suite 1100 Partner (since 1996), (bank holding company) and
Springfield, MA 01115 Benson Family Limited Mercantile National Bank;
Partnership No. 1 and Trustee (since 1988),
NOMINEE FOR TRUSTEE Benson Family Limited MassMutual Participation
Partnership No. 2 Investors (closed-end
(investment partnerships); investment company advised by
Partner (since 1987), Babson).
Benson, Pinckney, Oates
Partnership (building
partnership).
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Donald Glickman (70) Trustee 3 years/2 years, Chairman (since 1992), 2 Director (1988-2000), CalTex
(since 1992) 10 months Donald Glickman and Industries, Inc. (manufacturer
MassMutual Corporate Company, Inc. of windows); Director (since
Investors (investment banking); 1984), Monro Muffler Brake,
1500 Main Street Partner (since 1992), J.F. Inc. (automobile repair
Suite 1100 Lehman & Co. (private service); Director (since
Springfield, MA 01115 investments). 1998), MSC Software, Inc.;
Chairman (1998-2003), Elgar
NOMINEE FOR TRUSTEE Electronics (manufacturer of
electronic power supplies);
Director (since 2002), Racal
Instrument Group (manufacturer
of electronic test equipment);
Director (since 2002), OAOT,
Inc. (ITC Services); Director
(since 1999) SDI, Inc.
(manufacturer of airbag
initiations); Trustee (since
1992), MassMutual
Participation Investors
(closed-end investment company
advised by Babson).
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7
INDEPENDENT TRUSTEES
Portfolios
Position Office Term/ Principal Overseen In
Name (Age) with the Length of Occupation(s) During Fund Other Directorships
Address Fund Time Served Past 5 Years Complex Held by Director
------------------------------------------------------------------------------------------------------------------------------------
Martin T. Hart (68) Trustee 3 years/10 months Private Investor; 2 Director (since 1997), T-Netix
(since 1991) President and Director Inc. (communications company);
MassMutual Corporate (since 1983), H Director (since 1999),
Investors Corporation. ValueClick Inc. (internet
1500 Main Street advertising company); Director
Suite 1100 (since 2002), Spectranetics
Springfield, MA 01115 Corp. (medical device
company); Director (1990-
1998), PNB Financial Group;
Director (1992- 2002), Schuler
Homes, Inc.; Director (1993 to
2000), Optical Security Group;
Director (1994- 1999), Ardent
Software Inc.; Director (since
1996), PJ America/PJ United;
Director (since 1994), Houston
Pizza Venture; Director (since
1994), PJ Iowa; Director
(since 1998), PJ Nor-Cal;
Director (1998-2002), Vail
Banks Inc.; Trustee (since
1994), Regis University;
Director (since 1999),
Stephany's Chocolate; Director
(since 2002), Interactive
Telesis, Inc.; Director (since
2000), Digital Directions,
Inc.; Partner (since 1986),
HFTF L.L.C. (wholesale nursery
and garden center); Trustee
(since 1991), MassMutual
Participation Investors
(closed-end investment company
advised by Babson).
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8
INDEPENDENT TRUSTEES
Portfolios
Position Office Term/ Principal Overseen In
Name (Age) with the Length of Occupation(s) During Fund Other Directorships
Address Fund Time Served Past 5 Years Complex Held by Director
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Steven A. Kandarian (51) Trustee 3 years/1 year, Executive Director 13 Trustee (since 2002), The DLB
(since 2002) 10 months (December 2, 2001 Fund Group (open-end
MassMutual Corporate through February 21, investment company advised by
Investors 2004), Pension Benefit Babson); Trustee (since 2002),
1500 Main Street Guaranty Corp., (a MassMutual Participation
Suite 1100 Federal pension agency); Investors (a closed-end
Springfield, MA 01115 Managing Director investment company advised by
(1993-2001), Orion Babson).
Partners, L.P. (a private
equity fund).
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9
INDEPENDENT TRUSTEES
Portfolios
Position Office Term/ Principal Overseen In
Name (Age) with the Length of Occupation(s) During Fund Other Directorships
Address Fund Time Served Past 5 Years Complex Held by Director
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Jack A. Laughery (69) Trustee 3 years/1 year, President and Partner 2 Director (since 1993), Papa
(since 1996) 10 months (since 1996), Laughery John's International (food
MassMutual Corporate Investments. service companies); Director
Investors (since 1994), Houston Pizza
1500 Main Street Venture LLC (pizza
Suite 1100 restaurant); Partner (since
Springfield, MA 01115 1987), Coastal Lodging
(hotels); Part Owner (since
1998), Rocky Mount Harley
Davidson; Partner (since
1996), Papa John's Iowa;
Director (since 2001), Papa
John's United (food service);
Director (1997-1998), PJ New
England; Trustee (since 1996),
MassMutual Participation
Investors (closed-end
investment company advised by
Babson).
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Corine T. Norgaard (66) Trustee 3 years/1 year, Dean (since 1996), 2 Director (since 1997), The
(since 1998) 10 months Barney School of Advest Bank; Trustee (since
MassMutual Corporate Business, University of 1993), Aetna Series Fund
Investors Hartford. (investment company); Director
1500 Main Street (since 1992), Aetna Variable
Suite 1100 Series Fund; Trustee (since
Springfield, MA 01115 1998), MassMutual
Participation Investors (a
closed-end investment company
advised by Babson).
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10
OFFICERS OF THE TRUST
Position Office Term/ Principal
Name (Age) with the Length of Occupation(s) During
Address Fund Time Served Past 5 Years
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Roger W. Crandall (39) President 1 year/7 months President (since 2003) and Vice President (2002-2003) of the Trust;
Director (since 2003) and Managing Director (since 2000) of Babson;
MassMutual Corporate Managing Director (1993-2000) of MassMutual; Trustee and President
Investors (since 2003), MMCI Subsidiary Trust and MMPI Subsidiary Trust;
1500 Main Street President (since 2003), Vice President (2002-2003), MassMutual
Suite 1100 Participation Investors.
Springfield, MA 01115
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Clifford M. Noreen (46) Vice President 1 year/7 months Vice President (since 1993) of the Trust; Managing Director (since
2000) of Babson; Managing Director (1996-1999) of MassMutual; Vice
MassMutual Corporate President (since 1993), MassMutual Participation Investors.
Investors
1500 Main Street
Suite 1100
Springfield, MA 01115
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Stephen L. Kuhn (57) Vice President 1 year/7 months Vice President (since 1989) and Secretary (since 1980) of the Trust;
and Secretary General Counsel and Clerk (since 2000) of Babson; Senior Vice
MassMutual Corporate President (since 1999), Deputy General Counsel (since 1998), and
Investors Assistant Secretary (since 1996) of MassMutual; Secretary (since
1500 Main Street 1998), MMCI Subsidiary Trust and MMPI Subsidiary Trust; Vice
Suite 1100 President and Secretary (since 1988) of MassMutual Participation
Springfield, MA 01115 Investors.
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11
OFFICERS OF THE TRUST
Position Office Term/ Principal
Name (Age) with the Length of Occupation(s) During
Address Fund Time Served Past 5 Years
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Charles C. McCobb, Jr. (60) Vice President 1 year/7 months Chief Financial Officer (since 1998) and Vice President (since 1997)
and Chief of the Trust; Managing Director (since 2000) of Babson; Managing
MassMutual Corporate Financial Director (1997-1999) of MassMutual; Trustee, Vice President,
Investors Officer Treasurer and Chief Financial Officer (since 1998), MMCI Subsidiary
1500 Main Street Trust and MMPI Subsidiary Trust; Chief Financial Officer (since
Suite 1100 1998) and Vice-President (since 1997), MassMutual Participation
Springfield, MA 01115 Investors.
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John T. Davitt, Jr. (36) Comptroller 1 year/7 months Comptroller (since 2001) of the Trust; Director (since 2000) of
Babson; Associate Director (1997-2000) of MassMutual; Comptroller
MassMutual Corporate (since 2001), MassMutual Participation Investors.
Investors
1500 Main Street
Suite 1100
Springfield, MA 01115
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James M. Roy (41) Treasurer 1 year/7 months Treasurer (since 2003) and Associate Treasurer (1999-2003) of the
MassMutual Corporate Trust; Director (since 2000) and Associate Director (1996-2000) of
Investors Babson; Controller (since 2003), MMCI Subsidiary Trust and MMPI
1500 Main Street Subsidiary Trust; Treasurer (since 2003) and Associate Treasurer
Suite 1100 (1999-2003), MassMutual Participation Investors.
Springfield, MA 01115
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12
SHARE OWNERSHIP OF TRUSTEES, NOMINEES AND EXECUTIVE OFFICERS
Set forth below is information concerning beneficial ownership, as of
February 25, 2004, of the Trust's shares by each Trustee, nominee for Trustee,
and by the Trust's Trustees, nominees for Trustee and Executive Officers as a
group.
BENEFICIAL OWNERSHIP OF TRUST SHARES
FEBRUARY 25, 2004*
--------------------------------------------------------------------------------
Name of Shares Percentage of
Individual Beneficially Outstanding
or Group Owned* Shares Owned
-------- ------ ------------
D. Benson 2,500 **
D. Glickman 9,600 0.11%
M. Hart 17,800 0.20%
R. Joyal 3,496 **
S. Kandarian 2,400 **
J. Laughery 4,834 **
C. Norgaard 492 **
S. Reese 16,761 0.19%
All Trustees, Nominees
and Executive Officers
as a Group 58,183 0.65%
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 Fund*** Investment Companies
------- -------------- --------------------
D. Benson $50,001-$100,000 Over $100,000
D. Glickman Over $100,000 Over $100,000
M. Hart Over $100,000 Over $100,000
R. Joyal $50,001-$100,000 Over $100,000
S. Kandarian $50,001-$100,000 Over $100,000
J. Laughery Over $100,000 Over $100,000
C. Norgaard $10,001-$50,000 $10,001-$50,000
S. Reese Over $100,000 Over $100,000
------------------------
* This information, not being within the knowledge of the Trust, has been
furnished by each nominee, Trustee and executive officer as of December 31,
2003, as supplemented by any purchases or sales of Trust shares reported on SEC
Forms 4 or 5 between January 2, 2004 and February 25, 2004, if any. Beneficial
ownership is as defined under Section 13(d) of the Securities Exchange Act of
1934, as amended. Fractional shares are not reported.
**Less than one-tenth of one percent not listed.
***Market Value as of February 25, 2004.
13
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 Charter,
which appears on pages A-1 to A-5 of this Proxy Statement as Appendix A and is
also available on the Trust's website, www.massmutual.com/mci. The present
members of the Audit Committee are Donald E. Benson, 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 at the July 18,
2003 meeting of the Trust's Board of Trustees, 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
matters; matters related to the hiring, retention and oversight of the Trust's
independent accountants; certain legal and compliance oversight matters; and
certain other matters as set forth in the 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, 2003, the Audit Committee held five meetings, one of
which was by telephone.
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. This
Committee acts primarily by written consent (eleven consents were executed by
Committee members, approving nineteen 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.
The Trust's Nominating Committee currently is comprised of the following
Trustees: Donald E. Benson, Donald Glickman, Martin T. Hart, Jack A. Laughery,
Steven A. Kandarian, and Corine T. Norgaard, each of whom is independent under
the rules of the New York Stock Exchange and none of whom is an "interested
person" of the Trust, as defined in Section 2(a)(19) of the Investment Company
Act of 1940 (the "1940 Act"), as amended. A current copy of the Nominating
Committee's Charter can be found on the Trust's website, www.massmutual.com/mci.
This Committee met twice during fiscal year 2003.
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
14
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; 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). All
Trustees attended 100% of all of the meetings of the Board of Trustees and their
respective Committee meetings.
TRANSACTIONS WITH AND REMUNERATION OF OFFICERS AND TRUSTEES
Pursuant to the Contract, Babson 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, with the exception of Messrs.
Reese, Kuhn and Deitelbaum, whose compensation and expenses were paid (and will
continue to be paid) by MassMutual. Mr. Kandarian was the executive director of
the Pension Benefit Guaranty Corporation (the "PBGC"), and did not receive any
compensation for his services as a Trustee (other than out-of-pocket expenses
incurred to attend meetings of the Trust's Board of Trustees). On January 7,
2004, Mr. Kandarian announced his resignation as Executive Director of the PBGC,
effective February 21, 2004. As a result of Mr. Kandarian's resignation from the
PBGC, the PBGC's ethics rules will no longer prohibit him from receiving
compensation for his services as an independent Trustee of the Trust. The Trust
will compensate Mr. Kandarian in accordance with its policies governing
independent Trustees beginning on February 22, 2004.
15
Trustees who are not officers or employees of MassMutual or Babson receive
fees of $2,000 for each Trustees' meeting which they attend and annual Trustees'
fees of $12,000. No fees are paid for Trustees' meetings conducted by telephone
conference call or by written consent. Members of the Audit Committee and
Nominating Committee receive an additional fee of $1,000 per meeting attended,
including meetings conducted by telephone. 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 of
these Trustees and reimbursement of their out-of-pocket expenses paid by the
Trust during the fiscal year ended December 31, 2003 was approximately $133,060.
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, 2003. Each of the independent Trustees
also serves as a Trustee of one other closed-end investment company managed by
Babson. (Both funds collectively referred to as the "Fund Family"). The Trustees
do not receive pension or retirement benefits.
Total
Aggregate Compensation
Name of Compensation from Fund
Trustee from the Trust Family
------- -------------- ------
Donald E. Benson $27,000 $47,000
Donald Glickman 22,000 37,000
Martin T. Hart 27,000 47,000
Jack A. Laughery 22,000 37,000
Corine T. Norgaard 27,000 47,000
-------- --------
Total $125,000 $215,000
======== ========
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.
Accordingly, the Audit Committee has:
o Reviewed and discussed the audited financial statements for the fiscal
year ended December 31, 2003 with Management and Deloitte & Touche
LLP, the Trust's independent public accountants;
16
o Discussed with Deloitte & Touche 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 Deloitte & Touche
LLP required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and has discussed
with Deloitte & Touche LLP its independence.
The Audit Committee has also reviewed the aggregate fees billed for
professional services rendered by Deloitte & Touche LLP 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 were 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, 2003 audited financial
statements in the Annual Report to shareholders for the fiscal year ended
December 31, 2003, 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
of the Trust for the fiscal year ending December 31, 2004, and, in connection
therewith, will prepare all of the Trust's tax returns for the fiscal year
ending December 31, 2004.
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, 2004
The Board of Trustees reviewed this Report and approved the audited
financial statements for publication in the Trust's Annual Report.
(2) APPROVAL OF THE EXISTING INVESTMENT
SERVICES CONTRACT
The Trust has an Investment Services Contract with Babson dated July 1,
1988. The Contract entitles the Trust to certain investment services. Under the
Contract, Babson is required to provide the Trust with a continuing investment
program consistent with its objectives, which includes investments in a wide
variety of private placement securities with equity features. In addition, the
Trust may temporarily
17
invest, subject to certain limitations, in marketable investment-grade debt
securities, other marketable debt securities (including high-yield securities)
and marketable common stocks. The Trust paid an advisory fee of $2,841,758 to
Babson for the fiscal year ended December 31, 2003, including a performance fee
as described on page 20. At a meeting of the Board of Trustees of the Trust held
on January 16, 2004, the Board of Trustees (including a majority of the
independent Trustees), approved, and voted to recommend that the shareholders
approve the continuance of the existing Contract with Babson.
In making the foregoing recommendation, the Trust's Board of Trustees
considered, among other things, the nature of the services provided to the Trust
by Babson, including the nature of the private placement market compared to
public markets and Babson's abilities to find and negotiate private placement
securities having equity features; the quality of service provided by Babson
(including the size, experience and professionalism of Babson's investment,
compliance and accounting staffs); and that the administration of private
placement securities (and particularly private mezzanine securities) is more
extensive, expensive, and requires greater time and expertise than a portfolio
of only public securities. The Trustees also considered the expenses of the
Trust assumed by Babson under the Contract; the appropriateness of the "fulcrum
fee" arrangement under the Contract; the actual fees paid to Babson by the Trust
for the services provided; a comparison of the Trust's fees and expenses to
other closed-end funds whose investment activities include restricted securities
and/or loan participations; possible economies of scale; the profitability of
the Contract to Babson; possible benefits to Babson as a result of the Contract
(including intangibles such as increased visibility in the financial community);
the Trust's investment performance over various periods of time; comparisons of
the Trust's investment performance to (i) other closed-end funds investing in
restricted securities and/or loan participations and (ii)appropriate stock and
bond indices; the benefits to shareholders of being able to share in certain
investments with Babson's parent, MassMutual; and possible alternatives to the
engagement of Babson.
Based on their consideration of these and other factors, the Trust's
Trustees, including a majority of its Trustees who are not "interested persons"
(as defined by the 1940 Act), of the Trust or of Babson, (i) concluded that it
was in the best interest of the Trust and its shareholders to continue with
Babson the Contract now in effect and (ii) unanimously approved, and recommended
that shareholders approve, the continuation of the Contract with Babson as now
in effect. Prior to the Annual Meeting of Shareholders on April 30, 2004, the
Trustees will meet again to review their approval and recommendation. Subject to
such further review by the Board of Trustees, the Contract will be submitted to
the Trust's shareholders for their approval or disapproval at the forthcoming
Annual Meeting.
SUMMARY OF THE CONTRACT
Under the Contract, Babson has agreed to use its best efforts to present a
continuing and suitable investment program consistent with the investment
objectives and policies. In accordance with an Exemptive Order of the U.S.
Securities and
18
Exchange Commission, as amended on August 8, 2000, Babson and MassMutual agreed
that they will request each issuer of securities that MassMutual is prepared to
purchase in a private placement, and that would be consistent with the Trust's
investment objectives and policies, to also offer such securities to the Trust.
Babson, at its expense, investigates and conducts relations with the
issuers of securities purchased or to be purchased directly by the Trust and
represents the Trust in any negotiations with issuers, investment banking firms,
securities brokers or dealers and other institutions or investors relating to
the Trust's investments. Babson provides administration of the day-to-day
investment operations of the Trust and provides the Trust with office space and
office equipment, safekeeping facilities, accounting and bookkeeping services,
and necessary executive, clerical and secretarial personnel for the performance
of the foregoing services.
Either Babson or MassMutual pays the compensation and expenses of all
officers and Trustees of the Trust who are officers or employees of Babson or
MassMutual, as well as the expenses of office rent, telephone, utilities, office
furniture, equipment and other office expenses of the Trust.
In addition, Babson, subject to the supervision of the Trustees of the
Trust, will, at its expense, furnish (or make provision for) the management and
administrative services necessary for the operation of the Trust. These services
include providing facilities for maintaining the Trust's organization (e.g.,
conducting Board, Committee and Shareholder meetings), supervising relations
with the Trust's custodian, transfer agent, accountants and other persons
dealing with the Trust, providing for pricing of the Trust's portfolio
securities, coordinating the preparation of shareholder communications and
conducting shareholder relations, maintaining the Trust's records, developing
management services for the Trust and furnishing reports, evaluations and
analyses on a variety of subjects for the Trustees of the Trust.
The Trust pays the fees and expenses of Trustees who are not officers or
employees of Babson or MassMutual. The Trust also pays the fees and expenses of
independent advisers, independent contractors, consultants, managers and other
agents which it employs other than through Babson. In addition, the Trust is
responsible for the payment of legal fees and expenses; the fees and
disbursements of transfer agents, dividend disbursing agents, registrars,
independent accountants, and custodians and depositories of its assets; out of
pocket business travel expenses incurred by Trustees, officers or employees of
the Trust; taxes and governmental fees; the cost of preparing and mailing share
certificates, dividends, reports, notices and proxy materials to shareholders;
brokers' commissions or underwriting fees; and insurance as may be required by
its Board of Trustees.
Expenses incurred jointly by the Trust, Babson, MassMutual, MassMutual
Participation Investors (another closed-end investment company advised by
Babson), and other investment funds advised by Babson, or any of them which are
directly associated with the joint purchase or sale of securities by any such
parties, are shared by such parties in proportion to the relative amounts of
such securities each is purchasing or selling.
19
Under the Contract, the Trust pays Babson a quarterly base rate (the "Base
Fee Rate") of 5/16 of 1% of the net asset value of the Trust (approximately
equivalent to 1.25% on an annual basis), plus or minus a performance adjustment
(the "Performance Adjustment") of up to 1/16 of 1% of the net asset value of the
Trust (approximately equivalent to .25% on an annual basis).
The Performance Adjustment is based on the Trust's performance as compared
to a benchmark rate of return (the "Target Rate") equal to 5.0 percentage points
plus an unweighted, arithmetic average of the rates of return on the Standard &
Poor's Industrial Composite (the "S&P Industrials") and the Lehman Brothers
Intermediate U.S. Credit Index (the "Intermediate Bond Index," formerly named
"Lehman Brothers Intermediate Corporate Bond Index") over a rolling three-year
period (the "Measurement Period") comprising the twelve quarters ending on the
last day of each quarter (the "Valuation Date"). The Performance Adjustment is
equal to 5% of the difference between the Trust's actual rate of return over the
Measurement Period and the Target Rate. If the Trust's actual rate of return
exceeds the Target Rate, the Base Fee Rate is increased by an amount equal to
the Performance Adjustment; if the Trust's actual rate of return is less than
the Target Rate, the Base Fee Rate is reduced by the Performance Adjustment. The
Performance Adjustment is subject to a maximum and minimum range of 1/16 of 1%
of the net asset value of the Trust (approximately equivalent to .25% on an
annual basis). The advisory fee payable by the Trust is equal to the Base Fee
Rate (as adjusted by the Performance Adjustment) times the net asset value of
the Trust as of the Valuation Date.
At a meeting on January 16, 2004, the Board of Trustees of the Trust
approved the valuations being made as of the close of business on December 31,
2003, and arrived at a net asset value of the Trust at that date of
$193,786,114.
The Contract provides that Babson will reimburse the Trust for any amount,
not exceeding the advisory fee payable by the Trust to Babson, for any year, by
which the aggregate annual expenses (including the management fee, but excluding
interest, taxes, brokerage expenses and extraordinary expenses) incurred by the
Trust in such year exceed any expense limitation imposed by any state securities
law or regulations thereunder applicable to the Trust. This requirement for
reimbursement of expenses may be amended or rescinded with the approval of a
majority of the Trustees of the Trust who are not "interested persons" of the
Trust or of Babson in response to changes in the requirements of state law,
provided that no amendment or rescission shall be given retroactive effect
unless required by the change in state law.
Under the Contract, the Trust may use the name "MassMutual" or any name
derived from or similar to the name "Massachusetts Mutual" or "Massachusetts
Mutual Life Insurance Company" only for so long as the Contract or any
extension, renewal or amendment thereof remains in effect. When it is no longer
in effect, the Trust will (to the extent that it lawfully can) cease to use such
a name or any other name indicating that it is advised by or otherwise connected
with MassMutual. The assignment of the Contract to Babson did not affect the
Trust's right to use the name "MassMutual."
20
The Contract also provides that Babson shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Babson in the performance of its duties or from reckless disregard by Babson
of its obligations and duties under the Contract.
The Contract is terminable on 60 days' written notice by the Trust's Board
of Trustees, by a "majority vote" of the Trust's shares or by Babson. It will
terminate automatically in the event of its assignment within the meaning of the
Investment Company Act.
Until terminated, the Contract will remain in force from year to year to
the extent approved at least annually (a) by vote of a majority of Trustees of
the Trust who are not "interested persons" of the Trust or of Babson, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
specifically either by the Trust's Board of Trustees or by a "majority vote" of
the Trust's shares.
Shareholder approval of the continuance of the Contract is not a
requirement of law. The Board of Trustees, however, believes it is desirable for
the Trust's shareholders to have an opportunity to give or withhold such
approval. If such approval is withheld the Contract will not automatically
terminate, but the Trustees will determine what action to take in the best
interests of shareholders of the Trust. Approval of the continuance of the
Contract will require the affirmative "majority vote" of the shareholders.
ALLOCATION OF PORTFOLIO BROKERAGE
Transactions in direct placement securities are on a negotiated basis.
Brokers and dealers who execute any portfolio transaction for the Trust will be
selected primarily on the basis of obtaining the best price and execution of
each transaction. In seeking the best price and execution for securities traded
only in the over-the-counter market, the Trust will normally deal directly with
the principal market-makers unless a more favorable price may be obtained
through other brokers or dealers.
When it can be done consistent with the policy of obtaining best price and
execution, Babson may place orders with brokers and dealers who supply market
quotations to the Trust or its agents for portfolio valuation purposes, or who
supply research, market and statistical information to the Trust or Babson.
Except for implementing the policy stated above, there is no intention to place
portfolio transactions with particular brokers or dealers or groups thereof.
Although certain research, market and statistical information from brokers and
dealers can be useful to the Trust and Babson, it is the opinion of Babson that
such information is only supplementary to Babson's own research effort, since
the information must still be analyzed, weighed and reviewed by Babson's staff.
Such information may be useful to Babson in providing services to clients other
than the Trust, and not all such information is used by Babson in connection
with the Trust. Conversely, such information provided to Babson by brokers and
dealers through whom other clients of Babson effect securities transactions may
be useful to Babson in providing services to the Trust.
21
During the fiscal year ended December 31, 2003, the Trust paid an aggregate
sum of $24,364 in brokerage commissions. Portfolio turnover for the fiscal year
ended December 31, 2003, was 56.10%.
THE TRUST'S INDEPENDENT AUDITORS
Deloitte & Touche LLP ("D&T") audited the financial statements of the
Trust, Babson and MassMutual for the fiscal year ended December 31, 2003. D&T's
audit report for the Trust contained no qualifications or modifications. A D&T
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 discussed below, KPMG
LLP ("KPMG") will audit the Trust's 2004 financial statements and prepare the
Trust's 2004 tax return. KPMG has met with the Trust's Audit Committee and
discussed preliminary matters related to their engagement, but will not be
present at the forthcoming Annual Meeting.
FEES PAID TO INDEPENDENT AUDITORS
(1) FEES BILLED TO THE TRUST
--------------------------------------------------------------------------------
Year Ended Year Ended
December 31, 2003 December 31, 2002
----------------- -----------------
Audit Fees $60,500 $39,600
Audit-Related Fees 5,500 0
Tax Fees 7,400 7,400
All Other Fees 0 0
------- -------
Total Fees $73,400 $47,000
======= =======
(2) NON-AUDIT FEES BILLED TO
BABSON AND MASSMUTUAL
--------------------------------------------------------------------------------
Year Ended Year Ended
December 31, 2003 December 31, 2002
----------------- -----------------
Audit-Related Fees $340,000 $367,405
Tax Fees 35,100 18,350
All Other Fees 5,000 22,104
-------- --------
Total Fees $380,100 $407,859
======== ========
The category "Audit Related Fees" reflects fees billed by D&T for services
related to the audit and other assurance services performed in connection with
the
22
audit engagements of the Trust, Babson and MassMutual. Preparation of Federal,
state and local income tax and compliance work are representative of the fees
billed in the "Tax Fees" category. The category "All Other Fees" represents fees
billed by D&T for various non-audit and non-tax services rendered to the Trust,
Babson and MassMutual, such as product development, database and analysis
training, and tax compliance and planning. 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 2003, the Trust's Audit Committee approved all of the
services rendered to the Trust by D&T and did not rely on such a pre-approval
policy for any such services.
The 2002 fees billed represent final 2002 amounts, which may differ from
the preliminary figures available as of the publication date of the Trust's 2003
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 2003 Proxy Statement,
but are now properly included in the 2002 fees billed to the Trust, Babson and
MassMutual.
During 2003, the Trust, Babson and MassMutual solicited proposals for their
independent audit and tax engagements from the four nationally recognized public
accounting firms (including D&T and KPMG). The Trust's Audit Committee and its
Board of Trustees determined that, based on KPMG's more favorable fee structure,
engaging KPMG was in the best interests of the Trust. Effective January 1, 2004,
and for the fiscal year ending December 31, 2004, the Trust's Audit Committee
and Board of Trustees have appointed KPMG as the Trust's independent auditors
replacing D&T. Babson and MassMutual also engaged KPMG to perform certain audit,
tax and other services for them.
During its two most recently completed fiscal years, the Trust had no
disagreements with D&T concerning any matter of accounting principles or
practices, financial statement disclosure or auditing scope and procedure and
D&T never advised the Trust that: (1) the Trust's internal controls were
unreliable; (2) the representations of the Trust's management were unreliable or
that D&T was unwilling to be associated with the financial statements prepared
by the Trust's management; (3) D&T needed to expand significantly the scope of
its audits (and D&T never, in fact, so expanded such audit scope); (4) D&T
became aware of any information that materially impacted the fairness or
reliability of either a previously issued audit report or such report's
underlying financial statements or that caused D&T to cease reliance on the
assertions of the Trust's management related to such financial statements; and
(5) an issue existed related to any of D&T's audit reports or their underlying
financial statements were resolved other than to the satisfaction of D&T.
CERTAIN ADMINISTRATIVE SERVICES
MassMutual indirectly provides certain administrative services to the Trust
including, but not limited to, meeting facilities, legal support, report
preparation and other services provided to Babson, the Trust's Investment
Adviser. MassMutual's principal business address is 1295 State Street,
Springfield, MA, 01111.
23
INVESTMENT ADVISER
The names and addresses of each director and the principal executive
officer of Babson and his principal occupation are set forth below:
STUART H. REESE
1295 STATE STREET
SPRINGFIELD, MASSACHUSETTS 01111
President, Chairman and CEO of David L. Babson & Company Inc.
Executive Vice President and Chief Investment Officer of
Massachusetts Mutual Life Insurance Company.
WILLIAM F. GLAVIN, JR.
ONE MEMORIAL DRIVE
CAMBRIDGE, MASSACHUSETTS 02142
Director, Chief Operating Officer and Chief Compliance Officer of
David L. Babson & Company Inc.
ROGER W. CRANDALL
1500 MAIN STREET
SPRINGFIELD, MASSACHUSETTS 01115
Director and Managing Director of David L. Babson & Company Inc.
ROBERT LIGUORI
1295 STATE STREET
SPRINGFIELD, MASSACHUSETTS 01111
Director of David L. Babson & Company Inc.
Senior Vice President and Deputy General Counsel of
Massachusetts Mutual Life Insurance Company.
KEVIN M. McCLINTOCK
ONE MEMORIAL DRIVE
CAMBRIDGE, MASSACHUSETTS 02142
Director and Managing Director of David L. Babson & Company Inc.
Executive Officers of the Trust who are officers or employees of Babson
(other than Trustees of the Trust) are listed below with their principal
occupation or employment during the past five years. The term of each such
Executive Officer is until the next meeting of the Board of Trustees following
the 2004 Annual Meeting of Shareholders and until his successor shall have been
chosen and qualified.
24
ROGER W. CRANDALL
President (since 2003) and Vice President (2002-2003) of the Trust;
Director (since 2003) and Managing Director (since 2000) of Babson; Managing
Director (1993-2000) of MassMutual; President (since 2003), Vice President
(2002-2003) of MassMutual Participation Investors. Age: 39.
CLIFFORD M. NOREEN
Vice President (since 1993) of the Trust; Managing Director (since 2000) of
Babson; Managing Director (1996-1999) of MassMutual; Vice President (since
1993), MassMutual Participation Investors. Age: 46.
STEPHEN L. KUHN
Vice President (since 1989) and Secretary (since 1980) of the Trust;
General Counsel and Clerk (since 2000) of Babson; Senior Vice President (since
1999), Deputy General Counsel (since 1998), and Assistant Secretary (since 1996)
of MassMutual; Vice President and Secretary (since 1988) of MassMutual
Participation Investors. Age: 57.
CHARLES C. McCOBB, Jr.
Chief Financial Officer (since 1998) and Vice President (since 1997) of the
Trust; Managing Director (since 2000) of Babson; Managing Director (1997-1999)
of MassMutual; Chief Financial Officer (since 1998) and Vice-President (since
1997) of MassMutual Participation Investors. Age: 60.
JAMES M. ROY
Treasurer (since 2003) and Associate Treasurer (1999-2003) of the Trust;
Director (since 2000) and Associate Director (1996-2000) of Babson; Treasurer
(since 2003) and Associate Treasurer (1999-2003) of MassMutual Participation
Investors. Age: 41.
Other officers of the Trust who are officers or employees of Babson are:
Mark A. Ahmed, Shaun Corish, John T. Davitt, Jr., Andrew C. Dickey, John E.
Deitelbaum, Christopher P. Dowd, Walter T. Dwyer, Robert Erwin, Robert M.
Feingold, Jill A. Fields, Victoria Fortier, Laura L. Grant, Michael P. Hermsen,
Patrick J. Joyce, Mary Wilson Kibbe, Michael L. Klofas, Audrey Meyer Lampert,
Mary S. Law, Thomas S. Li, Kathleen Lynch, Richard C. Morrison, Emeka Onukwugha,
Elisabeth A. Perenick, Thomas Shea, Robert M. Shettle, Mary Ann Z. Spencer,
Richard E. Spencer II, J. Steven Staggs, Brian S. Toth and John B. Wheeler.
Babson, an SEC registered investment adviser since 1940, currently has over
$80 billion in assets under management and provides investment management
services to registered investment companies, unregistered investment companies,
institutional investors (such as insurance companies, pension plans, endowments
and foundations) and high net worth investors.
25
DLB Acquisition Corporation is the direct owner of 100% of the voting
shares of Babson. MassMutual Holding Company owns approximately 99% of the
voting shares of DLB Acquisition Corporation. MassMutual owns all of the voting
shares of MassMutual Holding Company. All of these corporations are located at
1295 State Street, Springfield, Massachusetts, 01111. Babson also has an office
at 1500 Main Street in Springfield, Massachusetts, 01115, but its principal
office is located at One Memorial Drive, Cambridge, Massachusetts 02142.
Babson also advises MassMutual Participation Investors ("Participation
Investors"), a closed-end, diversified management investment company, having a
similar investment objective as the Trust and having net assets of $94,396,591
as of December 31, 2003. Babson's Investment Advisory and Administrative
Services Contract with Participation Investors provides that Babson is to be
paid a quarterly fee equal to 0.225% of the value of the net assets of
Participation Investors as of the close of business on the last business day of
each fiscal quarter (approximately equivalent to .90% on an annual basis).
Net Assets Advisory Fee
as of (on an
Name of Fund 12/31/03 annual basis)
------------ -------- -------------
MassMutual
Participation $94.4 million .90% of net assets
Investors
In addition to acting as investment adviser and administrator to the Trust
and Participation Investors, Babson is investment adviser to The DLB Fund Group,
a multi-series, open-end management investment company registered under the 1940
Act, that primarily invests in publicly traded securities. Babson also serves as
investment sub-adviser to certain other mutual funds that invest primarily in
publicly traded securities, including certain series of MML Series Investment
Fund and MassMutual Institutional Funds, which are open-end management
investment companies primarily investing in publicly traded securities. Babson
also acts as investment adviser to certain investment companies exempt from
registration under the 1940 Act.
(3) 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.
26
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During the Trust's fiscal year, James E. Masur inadvertently failed to file
a timely SEC Form 3 after becoming Babson's Chief Financial Officer, Comptroller
and Managing Director. Babson's Compliance Department notified Mr. Masur that he
had failed to file his SEC Form 3 on January 14, 2004, and he subsequently filed
such Form on January 15, 2004.
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 2005 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 17, 2004,
to be considered for inclusion in the Trust's proxy material for its 2005 Annual
Meeting.
As of the date of this proxy statement, the Trust's Board of Trustees has
not adopted a formal process for shareholders to send communications to the
Board because the Trust has received very few communications directed to the
Board or individual Trustees in the past. In general, shareholder communications
regarding the Trust can be directed to the Trust's Vice President and Chief
Financial Officer by mail, telephone or email (mcimailbox@massmutual.com).
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 $16,000. 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 Annual
Meeting of Shareholders; encourages all of its Trustees to attend its Annual
Meetings of Shareholders; and will endeavor to arrange the Annual Meeting of
shareholders on the same date as a Board of Trustees meeting to facilitate such
attendance. Two of the Trust's Trustees attended the April 11, 2003 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.
27
ANNUAL REPORT
The Annual Report of the Trust for its fiscal year ended December 31, 2003,
including financial statements, a schedule of the Trust's investments as of such
date and other data, was mailed on or about February 27, 2004, to all
shareholders of record. The financial statements included in such Annual Report
are incorporated herein by reference. 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/ Stephen L. Kuhn
----------------------------
Stephen L. Kuhn
Vice President and Secretary
1500 Main Street
Springfield, Massachusetts 01115
March 15, 2004
28
APPENDIX A
MassMutual Corporate Investors (the "Trust")
--------------------------------------------
Audit Committee Charter
Adopted April 28, 2000
Revised and Restated October 17, 2003
1. Composition.
-----------
(a) The Audit Committee shall be composed of not less than three Trustees
who are elected by a majority of the full Board of Trustees. Each
Committee member shall be:
(i) a member of the Trust's Board of Trustees;
(ii) an independent Trustee as defined by the applicable rules of the
New York Stock Exchange (the "NYSE") and the Investment Company
Act of 1940, as amended;
(iii) financially literate as such qualification is interpreted by the
Trust's Board of Trustees, or become financially literate within
a reasonable period of time after his or her appointment to the
Audit Committee; and
(iv) at least one member of the Audit Committee shall possess
accounting or related financial management expertise as
determined by the business judgment of the Trust's Board of
Trustees.
(b) The Trust's Board of Trustees shall determine whether at least one
member of the Audit Committee is an "audit committee financial expert"
under applicable U.S. Securities and Exchange Commission rules. The
Trust's audit committee financial expert is not an "expert" for any
purpose, including without limitation for purposes of Section 11 of
the Securities Act. The designation of a member of the Audit Committee
as an audit committee financial expert does not: (i) impose on that
member any duties, obligations or liability that are greater than the
duties, obligations and liability imposed on that member as a member
of the Audit Committee and board of directors; and (ii) affect the
duties, obligations or liability of any other member of the audit
committee or board of directors.
2. Purposes.
--------
The purposes of the Audit Committee are assisting the Board of Trustees in its
oversight of the:
(a) integrity, quality and objectivity of the Trust's financial statements
and its accounting and financial reporting policies and practices;
(b) soundness of the Trust's systems of internal controls regarding
finance and accounting compliance;
A-1
(c) independence and qualifications of the Trust's independent
accountants;
(d) performance of the Trust's internal audit function, which may be
outsourced to a firm other than the Trust's independent accountants;
and
(e) Trust's compliance with legal and regulatory requirements including,
but not limited to, requirements related to any codes of ethics
adopted pursuant to Section 406 of the Sarbanes-Oxley Act of 2002.
The Audit Committee's role is one of oversight. The Trust's management is
responsible for the preparation, presentation and integrity of the Trust's
financial statements and maintenance of appropriate systems for accounting and
internal control. The Trust's independent accountants are responsible for
planning and conducting proper audits and reviews of the Trust's financial
statements. Each member of the Audit Committee shall be entitled to rely on the
accuracy of the financial and other information provided, and the
representations made, to the Audit Committee by the Trust's independent
accountants, its management and its investment adviser or its affiliates
3. Authority.
---------
To carry out its purposes, the Audit Committee shall have the following powers
and, to the extent imposed by applicable law or regulation, duties:
Financial Statement and Disclosure Matters
(a) to review and discuss the Trust's annual financial statements with
management and the independent accountants, including matters required
to be discussed by SAS 61, as amended, or any successor or corollary
accounting pronouncements;
(b) at such time as may be required under the rules of the New York Stock
Exchange, to review and discuss the Trust's quarterly financial
statements with the Trust's management and independent accountants;
(c) at such time as may be required under the rules of the New York Stock
Exchange, to review and discuss the Trust's press releases, as well as
financial information and earnings guidance provided to analysts and
rating agencies (including, but not limited to, net assets value and
distributions) with the Trust's management;
(d) to meet with the Trust's management, its internal auditors or
independent accountants, including private meetings as necessary or
appropriate, to review any material issues regarding accounting
principles and financial statement presentations, including any
significant changes in the Trust's selection or application of
accounting principles, and major issues as to the adequacy of the
Trust's internal controls and any special audit procedures adopted in
light of material control deficiencies, if any. Such reviews may
consider:
A-2
(1) all critical accounting policies and practices to be used by the
Trust;
(2) significant financial reporting issues and judgments made in
connection with the preparation of the Trust's financial
statements, including any alternative accounting or disclosure
treatments that have been discussed with the Trust's management;
and
(3) any other material communications between the independent
accountants and the Trust's management.
(e) to review any reported audit problems or other difficulties
(including, but not limited to, any fraud, whether or not material,
encountered during the course of the audit process) and management's
responses thereto with the Trust's independent accountants;
(f) to resolve any reported disagreements between the Trust's independent
accountants and its management regarding financial reporting;
(g) to discuss the independent accountants' report on the Trust's system
of internal control required to be filed with its Form N-SAR;
Matters Related to Oversight of the Trust's Relationship with its Independent
Accountants
(h) to appoint or replace the Trust's independent accountants (subject to
shareholder ratification, if applicable) and, in connection therewith,
have the sole authority to approve the relevant engagement letter and
audit engagement fees and terms as well as significant non-audit
engagements with the independent accountants;
(i) to approve, in advance, all audit and non-audit services that are not
specifically prohibited pursuant to applicable law or regulation
provided by the Trust's independent accountants to the Trust, and all
non-audit services provided to the Trust's investment adviser (and its
affiliates) where the nature of the services provided have a direct
impact on the operations or financial reporting of the Trust, provided
that, no such advance approval shall be required for non-audit
services provided pursuant to pre-approval policies as may be adopted
by the Audit Committee or are otherwise legally permissible without
the Audit Committee's approval;
(j) to meet with the Trust's independent accountants, including private
meetings, as necessary (i) to review the arrangements for, and scope
of, the annual audit and any special audits, agreed upon procedures or
limited reviews; (ii) to discuss any matters of concern brought to
their attention relating to the Trust's financial statements,
including any adjustments to such statements recommended by the
independent accountants, or other results of said audit(s); (iii) to
consider the accountants' comments with respect to the Trust's
financial policies, procedures and internal accounting controls and
management's responses thereto; and (iv) to review the form of opinion
the auditors propose to render to the Board and shareholders;
A-3
(k) at such time as may be required under the rules of the New York Stock
Exchange, to review, at least annually, the qualifications,
performance and independence of the Trust's independent accountants.
In conducting each annual review the Audit Committee may:
(1) obtain and review a report by the Trust's independent accountants
describing:
(i) the independent accounting firm's internal quality control
procedures;
(ii) any material issues raised by the most recent internal
quality control review or peer review of the independent
accounting firm, or by any inquiry or investigation by
governmental or professional authorities, within the past
five years, respecting one or more independent audits
carried out by the independent accounting firm, and any
steps taken to deal with any such issues; and
(iii) all relationships between the independent accountants and
the Trust and its investment adviser and affiliates
thereof.
(2) consider the rotation of the lead audit and review partners, or
the independent accounting firm itself;
(3) receive from the Trust's independent accountants specific
representations regarding their independence consistent with
Independent Standards Board Standard No.1, as amended, or any
corollary pronouncements, and discuss with the Trust's
independent accountants any relationships or services that may
impact their objectivity or independence; and
(4) present any observations or conclusions with respect to the
independent accountants to the Trust's Board of Trustees.
Legal and Compliance Matters
(l) to review periodically with the Trust's legal counsel, including legal
counsel retained by the Audit Committee (if any), any legal matter
that could have a material impact on, or related to, the Trust's
financial statements;
(m) to review the Trust's compliance programs and codes of ethics;
(n) to review and approve the Committee reports required to be included in
the Trust's annual Proxy Statement;
(o) to receive the Trust's other filings with the SEC under the Securities
and Exchange Act of 1934 including, but not limited to, the Trust's
principal executive officer and principal financial officer
disclosures concerning (i) all significant deficiencies in the design
or operation of internal controls which could adversely affect the
Trust's ability to record, process, summarize and report financial
data; and (ii) any fraud, whether or not material, that involves
A-4
management or other employees who have a significant role in the
Trust's internal controls, and to take such actions as are deemed
appropriate in connection therewith;
(p) to receive an update regarding any material inquiries from regulatory
entities and the results, if applicable, or current status of, any
regulatory examinations of the Trust, its investment adviser or its
affiliates that raises material issues regarding the Trust's financial
statements, results of operations, accounting policies or internal
controls; and
(q) to establish procedures for: (i) the receipt, retention and treatment
of complaints received by the Trust regarding accounting, internal
controls or auditing matters and (ii) the confidential, anonymous
submission by the Trust's officers and its investment adviser's
employees of concerns regarding questionable accounting, internal
controls or auditing matters related to the Trust.
4. Meetings and Operating Matters.
------------------------------
The Audit Committee:
(a) shall report its activities to the full Board on a regular basis and
make such recommendations with respect to the above and other matters
as the Committee may deem necessary or appropriate;
(b) shall keep written minutes of its meetings, which minutes shall be
maintained with the Trust's books and records;
(c) shall meet as often as required by law and is empowered to hold
special meetings as circumstances require;
(d) shall schedule and meet periodically in executive sessions with
Trust's management, independent accountants, internal auditors and
legal counsel, including legal counsel retained by the Audit Committee
(if any);
(e) may form and delegate authority to subcommittees or individual members
when appropriate;
(f) shall have the resources and authority appropriate to discharge its
responsibilities, including the authority to retain the Trust's
independent accountants, special counsel and other experts or
consultants at the expense of the Trust;
(g) may perform a review and evaluation of the Committee's performance;
(h) may review this charter and recommend any changes to the full Board of
Trustees; and
(i) may, notwithstanding the Audit Committee's authority and
responsibility as outlined above, perform such additional activities,
and consider such other matters, within the scope of its purpose, as
stated above, as the Audit Committee of the Board of Trustees deems
appropriate.
A-5
--------------------------------------------------------------------------------
APPENDIX
FORM OF PROXY
MASSMUTUAL CORPORATE INVESTORS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Stephen L. Kuhn and Charles C. McCobb, Jr.,
and each of them, attorneys and proxies of the undersigned, with power of
substitution to vote all shares of MassMutual Corporate Investors (the "Trust")
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Trust to be held in the Oak Room of Massachusetts Mutual Life Insurance
Company, 1295 State Street, Springfield, Massachusetts 01111, on Friday, April
30, 2004, at 2:00 p.m. Eastern time, and at any adjournments thereof (the
"Annual Meeting").
THIS PROXY WILL BE VOTED ON ITEMS (1) AND (2) 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 ITEMS
(1) AND (2).
THIS PROXY WILL BE VOTED ON ITEM (3) IN THE SOLE AND ABSOLUTE DISCRETION OF
THE PROXY, AND IN THE ABSENCE OF INSTRUCTIONS, THE UNDERSIGNED HEREBY AUTHORIZES
THE AFOREMENTIONED PROXY OR PROXIES TO VOTE ON A MATTER RAISED PURSUANT TO ITEM
(3).
Address Changes: _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(If you noted any address changes above,
please mark corresponding box on other side.)
PLEASE SIGN ON REVERSE SIDE
SEE REVERSE SIDE
--------------------------------------------------------------------------------
APPENDIX
FORM OF PROXY
MASSMUTUAL CORPORATE INVESTORS MASSMUTUAL CORPORATE INVESTORS
C/O DAVID L. BABSON & COMPANY INC. THIS PROXY IS SOLICITED ON BEHALF
1500 MAIN STREET OF THE BOARD OF TRUSTEES
SUITE 1100 The undersigned hereby appoints
SPRINGFIELD, MA 01115 Stephen L. Kuhn and Charles C.
McCobb, Jr., and each of them,
attorneys and proxies of the
undersigned, with power of
substitution to vote all shares of
MassMutual Corporate Investors (the
"Trust") which the undersigned is
entitled to vote at the Annual
Meeting of Shareholders of the Trust
to be held in the Oak Room of
Massachusetts Mutual Life Insurance
Company, 1295 State Street,
Springfield, Massachusetts 01111, on
Friday, April 30, 2004, at 2:00 p.m.
Eastern time, and at any adjournments
thereof (the "Annual Meeting").
THIS PROXY WILL BE VOTED ON ITEMS
(1) AND (2) 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 ITEMS (1) AND (2).
To vote by Mail
THIS PROXY WILL BE VOTED ON ITEM (3)
1) Read the Proxy Statement. IN THE SOLE AND ABSOLUTE DISCRETION
2) Check the appropriate boxes on OF THE PROXY AND IN THE ABSENCE OF
the proxy card below. INSTRUCTIONS THE UNDERSIGNED HEREBY
3) Sign and date the proxy card. AUTHORIZES THE AFOREMENTIONED PROXY
4) Return the proxy card in the OR PROXIES TO VOTE ON ANY MATTER
envelope provided. RAISED PURSUANT TO ITEM (3).
TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
--------------------------------------------------------------------------------
MASSMUTUAL CORPORATE INVESTORS
1. Election of Trustees FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
Nominees for re-election: (01) Donald E. [_] [_] [_]
Benson, (02) Donald Glickman and (03)
Robert E. Joyal for the terms set forth
in the proxy statement.
To withhold authority to vote, mark
"For All Except" and write the
nominee's number on the line below.
___________________________________
VOTE ON PROPOSAL
FOR AGAINST ABSTAIN
2. Approval of continuance of the Trust's [_] [_] [_]
Investment Services Services Contract
with David L. Babson & Company Inc.
dated July 1, 1988.
3. The proxies are authorized to vote on
any other business that may properly
come before the Annual Meeting. The
proxies are hereby authorized to vote
on any other business in their sole
and absolute discretion.
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.
For address changes, please check this box and [ ]
write them on the back where indicated.
Please indicate if you plan to attend this meeting. Yes[ ] No[ ]
Signature: Date:
Signature:(Joint Owners) Date: