================================================================================
SCHEDULE 14A
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
MassMutual Corporate Investors
MassMutual Participation Investors
------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
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):
-------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
5) Total fee paid:
-------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
================================================================================
MASSMUTUAL CORPORATE INVESTORS
MASSMUTUAL PARTICIPATION INVESTORS
[LOGOS]
Notice of Joint Annual Meeting of
Shareholders and Proxy Statement
TIME
Friday, April 16, 2010
At 1:30 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(s) and mail in the
enclosed return envelope which requires no postage if mailed in the United
States or vote on the internet by following the instructions in the notice
and proxy card(s).
--------------------------------------------------------------------------------
MASSMUTUAL CORPORATE INVESTORS
MASSMUTUAL PARTICIPATION INVESTORS
Springfield, Massachusetts
Dear Shareholder:
The 2010 Joint Annual Meeting of Shareholders (the "Meeting") of MassMutual
Corporate Investors and MassMutual Participation Investors (the "Trusts") will
be held in the Oak Room of Massachusetts Mutual Life Insurance Company, 1295
State Street, Springfield, Massachusetts 01111, at 1:30 p.m., Eastern Time, on
Friday, April 16, 2010. A Notice and a Proxy Statement regarding the Meeting,
proxy card(s) for your vote at the Meeting, and a postage prepaid envelope in
which to return your proxy card(s) are enclosed.
BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD(S) OR BY VOTING ON THE INTERNET
YOU CAN HELP THE TRUSTS AVOID THE EXPENSE OF SENDING FOLLOW-UP LETTERS TO OBTAIN
THE ATTENDANCE OF A MAJORITY OF THE OUTSTANDING SHARES. You are earnestly
requested to vote your proxy in order that the necessary quorum may be
represented at the Meeting. If you later find that you can be present in person,
you may, if you wish, revoke your proxy then and vote your shares in person.
At the Meeting, shareholders of each Trust will be asked to elect three
Trustees. The Board of Trustees of each Trust recommend that shareholders elect
the nominated Trustees.
I look forward to your attendance at this Meeting because it will provide us
with an opportunity to inform you about the progress of the Trusts.
Sincerely,
/s/ Clifford M. Noreen
Clifford M. Noreen
Chairman
1
MASSMUTUAL CORPORATE INVESTORS
MASSMUTUAL PARTICIPATION INVESTORS
1500 Main Street, P.O. Box 15189
Springfield, MA 01115-5189
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF
MASSMUTUAL CORPORATE INVESTORS AND MASSMUTUAL PARTICIPATION INVESTORS:
The Annual Meeting of Shareholders of MassMutual Corporate Investors and
MassMutual Participation Investors (each a "Trust") will be held in the Oak Room
of Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield,
Massachusetts 01111, on Friday, April 16, 2010, at 1:30 p.m., Eastern Time (the
"Meeting"), for the following purposes:
(1) to elect as Trustees Donald E. Benson, Donald Glickman and Robert E. Joyal
for three-year terms, or until their respective successors are duly elected
and qualified; and
(2) to transact such other business as may properly come before the Meeting or
any adjournment thereof.
Although the Trusts' annual meetings are held together for convenience in order
to hear common presentations, each Trust's shareholders take action
independently of the other. Holders of record of the shares of beneficial
interest of each Trust at the close of business on February 15, 2010, are
entitled to vote at the Meeting or any adjournment thereof.
If you attend the Meeting, you may vote your shares in person. Whether or not
you intend to attend the Meeting in person, you may vote in any of the following
ways:
1. Internet: Have your proxy card(s) available. Vote on the Internet by
accessing the website address on your proxy card(s). Enter your control
number from your proxy card(s). Follow the instructions found on the
website; or
2. Mail: Vote, sign and return your proxy card(s) in the enclosed postage-paid
envelope.
By order of the
Boards of Trustees,
/s/ Patricia J. Walsh
Patricia J. Walsh
Vice President and Secretary
Springfield, Massachusetts
Febuary 25, 2010
PLEASE EITHER VOTE YOUR PROXY ON THE INTERNET OR COMPLETE, DATE, AND SIGN THE
PROXY CARD(S) FOR THE SHARES HELD BY YOU AND RETURN THE PROXY CARD(S) IN THE
ENVELOPE PROVIDED SO THAT YOUR VOTE CAN BE RECORDED. IT IS IMPORTANT THAT YOU
VOTE YOUR PROXY PROMPTLY, REGARDLESS OF THE SIZE OF YOUR HOLDINGS, SO THAT A
QUORUM MAY BE ASSURED.
2
MASSMUTUAL CORPORATE INVESTORS
MASSMUTUAL PARTICIPATION INVESTORS
JOINT PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Trustees of MassMutual Corporate Investors ("MCI") and of
MassMutual Participation Investors ("MPV" and, together with MCI, each is
referred to separately as the "Trust" and collectively as the "Trusts") for use
at the Annual Meeting of its Shareholders (the "Annual Meeting" or "Meeting"),
to be held in the Oak Room of Massachusetts Mutual Life Insurance Company
("MassMutual"), 1295 State Street, Springfield, Massachusetts 01111, on Friday,
April 16, 2010, at 1:30 p.m., Eastern Time. Unless otherwise indicated, all
information in this Proxy Statement and each Proposal ("Proposal") applies
separately to each Trust.
This Proxy Statement and the accompanying letter to shareholders from the
Chairman of the Board of Trustees, Notice of Annual Meeting of Shareholders, and
proxy card(s) are being mailed on or about February 26, 2010, to shareholders
of record on February 15, 2010, the record date. Each Trust's principal business
office is c/o Babson Capital Management LLC ("Babson Capital"), 1500 Main
Street, P.O. Box 15189, Springfield, Massachusetts 01115-5189.
Holders of the shares of beneficial interest of each Trust ("shares") of record
at the close of business on February 15, 2010 will be entitled to one vote per
share on all business of the Meeting and any adjournments. There were 9,391,780
shares of MCI outstanding and 10,000,896 shares of MPV outstanding on the record
date. The Trusts, to the best of their knowledge, are not aware of any
beneficial owner of more than 5% of the outstanding shares of each Trust.
However, MassMutual, the ultimate parent company of Babson Capital, may be
deemed a beneficial owner of more than 5% of the outstanding shares of MCI by
reason of it owning a $30,000,000 Senior Fixed Rate Convertible Note due
November 15, 2017 (the "MCI Note") issued by the Trust. Similarly, MassMutual
may be deemed a beneficial owner of more than 5% of the outstanding shares of
MPV by reason of it owning a $12,000,000 Senior Fixed Rate Convertible Note due
December 13, 2011 (the "MPV Note" and, together with "MCI Note" each a "Note"
and collectively the "Notes"). MassMutual, at its option, can convert the
principal amount of each Note into shares. The dollar amount of principal would
be converted into an equivalent dollar amount of shares based upon the average
price of the shares for ten business days prior to the notice of conversion.
Any person giving a proxy has power to revoke it by mail or in person at any
time prior to its exercise by executing a superseding proxy or by submitting a
notice of revocation to the Trust. All properly executed and unrevoked proxies
received in time for the Meeting will be voted in accordance with the
instructions contained therein.
Pursuant to the By-Laws of each Trust, the presence at the Annual Meeting, in
person or by proxy, of shareholders entitled to cast a majority of the votes
shall be a quorum for the transaction of business. A plurality of votes cast is
required to elect Trustees. Thus, for each Trust, the three nominees for
election at the Annual Meeting who receive the greatest number of votes properly
cast for the election of Trustees shall be elected Trustees.
3
Votes cast by proxy or in person at the Annual Meeting will be counted by
persons appointed by each Trust to act as election inspectors for the Meeting.
The election inspectors will count the total number of votes cast "for" approval
of the Proposals for purposes of determining whether sufficient affirmative
votes have been cast. The election inspectors will count shares represented by
proxies that withhold authority to vote for a nominee for election as a Trustee
or that reflect abstentions or "broker non-votes" (i.e., shares held by brokers
or nominees as to which (i) instructions have not been received from the
beneficial owners or the persons entitled to vote and (ii) the broker or nominee
does not exercise the discretionary voting power on a particular matter) as
shares that are present and entitled to vote on the matter for purposes of
determining the presence of a quorum. With respect to the election of Trustees,
abstentions and broker non-votes have no effect on the outcome of the Proposal
so long as a quorum is present.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON FRIDAY, APRIL 16, 2010. THE JOINT PROXY
STATEMENT AND EACH TRUST'S MOST RECENT ANNUAL REPORT ARE AVAILABLE ON THE
INTERNET AT HTTP://www.babsoncapital.com/MCI AND
HTTP://www.babsoncapital.com/MPV. A COPY OF THE JOINT PROXY STATEMENT IS ALSO
AVAILABLE ON HTTPS://WWW.PROXYVOTE.COM. Each Trust will furnish, without charge,
a copy of the Trust's annual report for its fiscal year ended December 31, 2009,
and any more recent reports, to any Trust shareholder upon request. To request a
copy, please write to the Trusts, c/o Babson Capital Management LLC, 1500 Main
Street, P.O. Box 15189, Springfield, MA 01115-5189 or call the Trusts' transfer
agent, Shareholder Financial Services, Inc., at 1-800-647-7374.
ELECTION OF TRUSTEES
The Board of Trustees of each Trust is currently comprised of nine Trustees with
terms expiring in 2010, 2011 and 2012. The terms of Donald E. Benson, Donald
Glickman, and Robert E. Joyal expire this year. Each Trust's Nominating
Committee nominated Mr. Benson and Mr. Glickman for re-election as independent
Trustees to the Board of Trustees for three-year terms. In addition, the Board
of Trustees of each Trust nominated Mr. Joyal for election as an interested
Trustee to the Board of Trustees for a three-year term. All nominees, if
elected, are to serve their respective terms, or until each of their successors
is duly elected and qualified.
INFORMATION CONCERNING TRUSTEES, NOMINEES FOR TRUSTEE AND OFFICERS OF EACH TRUST
Set forth below after the name of each nominee for Trustee and for each
Trustee whose term will continue after this Meeting, is his or her present
office with each Trust, age, term of office and length of such term served,
principal occupation during the past five years, certain other of the Trustee's
directorships, and certain other information required to be disclosed in this
Proxy Statement. Also, set forth below is a list of each Trust's senior officers
("Officers") along with his or her position with the Trust, term of office and
length of such term served, and principal occupation or employment for the past
five years.
For purposes of the following Trustee tables, the term "fund complex" includes
the Trusts, MassMutual Premier Funds, MML Series Investment Fund, MML Series
Investment Fund II, and MassMutual Select Funds.
4
INTERESTED TRUSTEES
PORTFOLIOS
POSITION(S) OFFICE TERM PRINCIPAL OVERSEEN
NAME (AGE), WITH THE AND LENGTH OF OCCUPATIONS DURING IN FUND
ADDRESS TRUST(S) TIME SERVED PAST 5 YEARS COMPLEX OTHER DIRECTORSHIPS HELD BY DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------
CLIFFORD M. NOREEN* (52) Trustee, Term expires President (since 2008), 2 President (since 2009), Senior Vice
Chairman 2012; Trustee Vice Chairman (2007-2008), President (1996-2009), HYP Management
1500 Main Street since 2009 Member of the Board of LLC (LLC Manager); Director (since
P.O. Box 15189 Managers (since 2006), 2005), MassMutual Corporate Value
Springfield, MA 01115-5189 Managing Director (since Limited (investment company); Director
2000), Babson Capital; (since 2005), MassMutual Corporate Value
President (2005-2009), Partners Limited (investment company);
Vice President (1993-2005) Senior Vice President (1996-2008), MMHC
of the Trusts. Investment LLC (passive investor);
Managing Director (2006-2009),
MassMutual Capital Partners LLC
(investment company); Director (since
2008), Jefferies Finance LLC (a finance
company); Chairman and Chief Executive
Officer (since 2009), Manager (since
2007), MMC Equipment Finance LLC;
Chairman (since 2009), Trustee (since
2005), President (2005-2009), MMCI
Subsidiary Trust and MMPI Subsidiary
Trust; and Member of Investment
Committee (since 1999), Diocese of
Springfield.
* Mr. Noreen is classified as an "interested person" of each Trust and Babson Capital (as defined by the Investment Company Act of
1940, as amended) because of his position as an Officer of each Trust and President and Chairman of the Board of Managers of
Babson Capital.
5
INTERESTED TRUSTEES
PORTFOLIOS
POSITION(S) OFFICE TERM PRINCIPAL OVERSEEN
NAME (AGE), WITH THE AND LENGTH OF OCCUPATIONS DURING IN FUND
ADDRESS TRUST(S) TIME SERVED PAST 5 YEARS COMPLEX OTHER DIRECTORSHIPS HELD BY DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------
ROBERT E. JOYAL* (65) Trustee / Term expires President (2001-2003), 57 Director (since 2006), Jefferies Group,
Nominee 2010; Trustee Babson Capital; and Inc. (financial services); Director
1500 Main Street since 2003 President (1993-2003) (since 2003), Alabama Aircraft
P.O. Box 15189 of the Trusts. Industries, Inc. (aircraft maintenance
Springfield, MA 01115-5189 and overhaul); Director (since 2007),
Scottish Re Group Ltd. (global life
reinsurance specialist); Director
(2005-2006), York Enhanced Strategy Fund
(closed-end fund); Trustee (since 2003),
MassMutual Select Funds (an open-end
investment company advised by
MassMutual); Trustee (since 2003), MML
Series Investment Fund (an open-end
investment company advised by
MassMutual); and Trustee (1998-2003),
President (2001-2003), Senior Vice
President (1998-2001), MMCI Subsidiary
Trust and MMPI Subsidiary Trust.
* Mr. Joyal retired as President of Babson Capital in June 2003. In addition and as noted above, Mr. Joyal is a director of
Jefferies Group, Inc., which has a wholly-owned broker-dealer subsidiary that may execute portfolio transactions and/or engage in
principal transactions with the Trusts, other investment companies advised by Babson Capital or any other advisory accounts over
which Babson Capital has brokerage placement discretion. Accordingly, the Trusts have determined to classify Mr. Joyal as an
"interested person" of the Trusts and Babson Capital (as defined by the Investment Company Act of 1940, as amended).
6
INDEPENDENT TRUSTEES
PORTFOLIOS
POSITION(S) OFFICE TERM PRINCIPAL OVERSEEN
NAME (AGE), WITH THE AND LENGTH OF OCCUPATIONS DURING IN FUND
ADDRESS TRUST(S) TIME SERVED PAST 5 YEARS COMPLEX OTHER DIRECTORSHIPS HELD BY DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------
WILLIAM J. BARRETT (70) Trustee Term expires President (since 2002), 2 Director (since 1979), TGC Industries,
2012; Trustee Barrett-Gardner Inc. (geophysical services); Director
1500 Main Street since 2006 Associates, Inc. (private and Secretary (since 2001 and from
P.O. Box 15189 merchant bank). 1996-1997), Chase Packaging Corporation
Springfield, MA 01115-5189 (agricultural services); Chairman and
Director (since 2000), Rumson-Fair Haven
Bank and Trust Company (commercial bank
and trust company); and Director (since
1983), Executive Vice President,
Secretary and Assistant Treasurer (since
2004), Supreme Industries, Inc.
(specialized truck and body
manufacturer).
DONALD E. BENSON (79)* Trustee / Term expires Executive Vice President 2 Director (1997-2008), MAIR Holdings,
Nominee 2010; Trustee and Director (since 1992), Inc. (commuter airline holding company);
1500 Main Street since 1986 for Marquette Financial and Director (since 1997), First
P.O. Box 15189 MCI and since Companies (financial California Financial Group, Inc. (bank
Springfield, MA 01115-5189 1988 for MPV services); and Partner holding company).
(since 1996), Benson
Family Limited Partnership
No. 1 and Benson Family
Limited Partnership No. 2
(investment partnerships).
* Mr. Benson has a beneficial ownership interest in the Benson Family Limited Partnership No. 2 and the Donald E. Benson Trust,
which owns 0.86300% ($196,975) of MassMutual High Yield Partners II LLC and 1.59110% ($256,381) of MassMutual Corporate Value
Partners Limited, each an investment fund that may be deemed to be controlled by MassMutual.
7
INDEPENDENT TRUSTEES
PORTFOLIOS
POSITION(S) OFFICE TERM PRINCIPAL OVERSEEN
NAME (AGE), WITH THE AND LENGTH OF OCCUPATIONS DURING IN FUND
ADDRESS TRUST(S) TIME SERVED PAST 5 YEARS COMPLEX OTHER DIRECTORSHIPS HELD BY DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------
MICHAEL H. BROWN (53) Trustee Term expires Private Investor; and 2 Independent Director (since 2006),
2011; Trustee Managing Director Invicta Holdings LLC and its
1500 Main Street since 2005 (1994-2005), Morgan subsidiaries (a derivative trading
P.O. Box 15189 Stanley. company owned indirectly by MassMutual).
Springfield, MA 01115-5189
DONALD GLICKMAN (76)* Trustee / Term expires Chairman (since 1992), 2 Director (since 1984), Monro Muffler and
Nominee 2010; Trustee Donald Glickman and Brake, Inc. (automobile repair service);
1500 Main Street since 1992 Company, Inc. (private and Lead Director (1998-2009), MSC
P.O. Box 15189 investments); and Partner Software Corp. (simulation software).
Springfield, MA 01115-5189 (since 1992), J.F. Lehman
& Co. (private
investments).
* MassMutual and its affiliates are limited partners in three private investment funds in which affiliates of J.F. Lehman & Co.
serve as the general partner and adviser and as such hold a carried interest. During the past two fiscal years, MassMutual and
its affiliates have paid approximately $503,025 in management fees to these J.F. Lehman affiliates attributable to the
investments in the limited partnerships.
8
INDEPENDENT TRUSTEES
PORTFOLIOS
POSITION(S) OFFICE TERM PRINCIPAL OVERSEEN
NAME (AGE), WITH THE AND LENGTH OF OCCUPATIONS DURING IN FUND
ADDRESS TRUST(S) TIME SERVED PAST 5 YEARS COMPLEX OTHER DIRECTORSHIPS HELD BY DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------
MARTIN T. HART (74)* Trustee Term expires Private Investor; and 2 Director (since 2004), Texas
2012; Trustee President and Director Roadhouse, Inc. (operates restaurant
1500 Main Street since 1991 (since 1983), H Investment chain); Director (since 1999),
P.O. Box 15189 Company LLC (family ValueClick Inc. (internet advertising
Springfield, MA 01115-5189 partnership). company); and Director (2002-2009),
Spectranetics Corp. (medical device
company).
CORINE T. NORGAARD (72) Trustee Term expires President and Owner (since 34 Trustee (since 2005), MML Series
2011; Trustee 2009), Retirement Options Investment Fund II (an open-end
1500 Main Street since 1998 (trains and certifies investment company advised by
P.O. Box 15189 retirement coaches); and MassMutual); Trustee (since 2004),
Springfield, MA 01115-5189 President (2004-2005), MassMutual Premier Funds (an open-end
Thompson Enterprises Real investment company advised by
Estate Investment. MassMutual); Director (since 1991), ING
Series Fund, Inc. (investment company);
Director (since 1991), ING Variable
Portfolios, Inc. (investment company);
Director (since 1991), ING Strategic
Allocations Portfolios, Inc. (investment
company); and Director (1991-2009), ING
GET Fund (investment company).
MALEYNE M. SYRACUSE (53) Trustee Term expires Managing Director (2000- 2 Managing Director (1984-2000), Deutsche
2011; Trustee 2007), JP Morgan Bank/Bankers Trust Company.
1500 Main Street since 2007 Securities, Inc.
P.O. Box 15189 (investments and banking).
Springfield, MA 01115-5189
* Mr. Hart owns 0.87800% ($199,382) of MassMutual High Yield Partners II LLC and 0.79550% ($128,182) of MassMutual Corporate Value
Partners Limited, each an investment fund that may be deemed to be controlled by MassMutual.
9
OFFICERS OF THE TRUSTS
POSITION(S) OFFICE TERM*
NAME (AGE), WITH THE AND LENGTH OF
ADDRESS TRUST(S) TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
MICHAEL L. KLOFAS (49) President Since 2009 Vice President (1998-2009) of the Trusts; Managing Director (since 2000),
Babson Capital; and President (since 2009), Vice President (2005-2009), MMCI
1500 Main Street Subsidiary Trust and MMPI Subsidiary Trust.
P.O. Box 15189
Springfield, MA 01115-5189
JAMES M. ROY (47) Vice Since 2005 Treasurer (2003-2005), Associate Treasurer (1999-2003) of the Trusts;
President and Managing Director (since 2005), Director (2000-2005), Babson Capital; and
1500 Main Street Chief Financial Trustee (since 2005), Treasurer (since 2005), Controller (2003-2005), MMCI
P.O. Box 15189 Officer Subsidiary Trust and MMPI Subsidiary Trust.
Springfield, MA 01115-5189
PATRICIA J. WALSH (44) Vice Since 2008 Corporate Vice President and Associate General Counsel (since 2005),
President, MassMutual; General Counsel and Secretary (since 2008), Babson Capital; and
1500 Main Street Secretary and Vice President and Secretary (since 2008), MMCI Subsidiary Trust and MMPI
P.O. Box 15189 Chief Legal Subsidiary Trust.
Springfield, MA 01115-5189 Officer
* Officers hold their position with the Trusts until a successor has been duly elected and qualified. Officers are generally
elected annually by the Board of Trustees of each Trust. The officers were last elected on July 22, 2009.
10
OFFICERS OF THE TRUSTS
POSITION(S) OFFICE TERM*
NAME (AGE), WITH THE AND LENGTH OF
ADDRESS TRUST(S) TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
JOHN T. DAVITT, JR. (42) Comptroller Since 2001 Director (since 2000), Babson Capital; and Controller (since 2005), MMCI
Subsidiary Trust and MMPI Subsidiary Trust.
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
MELISSA M. LAGRANT (36) Chief Since 2006 Managing Director (since 2005), Babson Capital; Vice President and Senior
Compliance Compliance Trading Manager (2003-2005), Loomis, Sayles & Company, L.P.; and
1500 Main Street Officer Assistant Vice President-Business Risk Management Group (2002-2003), Assistant
P.O. Box 15189 Vice President-Investment Compliance (2001-2002), Zurich Scudder Investments/
Springfield, MA 01115-5189 Deutsche Asset Management.
DANIEL J. FLORENCE (37) Treasurer Since 2008 Associate Treasurer (2006-2008) of the Trusts; and Associate Director (since
2008), Analyst (2000-2008), Babson Capital.
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
* Officers hold their position with the Trusts until a successor has been duly elected and qualified. Officers are generally
elected annually by the Board of Trustees of each Trust. The officers were last elected on July 22, 2009.
11
OFFICERS OF THE TRUSTS
POSITION(S) OFFICE TERM*
NAME (AGE), WITH THE AND LENGTH OF
ADDRESS TRUST(S) TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
JILL A. FIELDS (50) Vice President Since 2006 Managing Director (since 2000), Babson Capital; and Vice President (since
2006), MMCI Subsidiary Trust and MMPI Subsidiary Trust.
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
MICHAEL P. HERMSEN (49) Vice President Since 1998 Managing Director (since 2000), Babson Capital; Vice President (since 2005),
MMCI Subsidiary Trust and MMPI Subsidiary Trust; Director (since 2009), Babson
1500 Main Street Capital Asia Limited; and Director (since 2009), Babson Capital Australia
P.O. Box 15189 Holding Company Pty. Ltd. and Babson Capital Australia Pty. Ltd.
Springfield, MA 01115-5189
MARY WILSON KIBBE (56) Vice President Since 1992 Head of Fixed Income Team (since 2000), Managing Director (since 2000), Babson
Capital.
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
* Officers hold their position with the Trusts until a successor has been duly elected and qualified. Officers are generally
elected annually by the Board of Trustees of each Trust. The officers were last elected on July 22, 2009.
12
OFFICERS OF THE TRUSTS
POSITION(S) OFFICE TERM*
NAME (AGE), WITH THE AND LENGTH OF
ADDRESS TRUST(S) TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
RICHARD E. SPENCER, II (47) Vice President Since 2002 Managing Director (since 2000), Babson Capital; and Vice President (since
2005), MMCI Subsidiary Trust and MMPI Subsidiary Trust.
1500 Main Street
P.O. Box 15189
Springfield, MA 01115-5189
* Officers hold their position with the Trusts until a successor has been duly elected and qualified. Officers are generally
elected annually by the Board of Trustees of each Trust. The officers were last elected on July 22, 2009.
13
SHARE OWNERSHIP OF TRUSTEES AND OFFICERS
As of January 25, 2010, the Trustees and Officers of each Trust individually
beneficially owned less than one percent (1%) of each of MCI's and MPV's
outstanding shares and as a group beneficially owned 1.36% of MCI's outstanding
shares and 0.61% of MPV's outstanding shares. This information is based on
information furnished by each Trustee and Officer. Beneficial ownership has been
determined in accordance with Rule 16a-1(a)(2) under the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"). Also, as of January 25, 2010,
Babson Capital, the adviser to each Trust, beneficially owned 0.88% of the
outstanding shares of MCI and 1.44% of the outstanding shares of MPV.
The table below sets forth information regarding the beneficial ownership* of
each Trust's shares by each Trustee and the Officers beneficially owning shares
based on the market value of such shares as of January 25, 2010.
DOLLAR RANGES OF SHARES OWNED BY TRUSTEES AND OFFICERS
NAME OF DOLLAR RANGE DOLLAR RANGE AGGREGATE DOLLAR RANGE
NOMINEE/ OF SHARES OF SHARES OF SHARES IN THE FAMILY
TRUSTEE IN MCI IN MPV OF INVESTMENT COMPANIES
--------------------------------------------------------------------------------
W. Barrett Over $100,000 Over $100,000 Over $100,000
D. Benson $50,001-$100,000 Over $100,000 Over $100,000
M. Brown Over $100,000 $10,001-$50,000 Over $100,000
D. Glickman Over $100,000 $10,001-$50,000 Over $100,000
M. Hart Over $100,000 Over $100,000 Over $100,000
R. Joyal Over $100,000** Over $100,000 Over $100,000**
C. Noreen Over $100,000** None Over $100,000**
C. Norgaard $10,001-$50,000 $10,001-$50,000 $10,001-$50,000
M. Syracuse $10,001-$50,000 $1-$10,000 $10,001-$50,000
M. Klofas Over $100,000** None Over $100,000**
J. Fields $50,001-$100,000** None $50,001-$100,000**
M. Hermsen Over $100,000 $10,001-$50,000 Over $100,000
M. Kibbe $50,001-$100,000** None $50,001-$100,000**
R. Spencer $10,001-$50,000 None $10,001-$50,000
T. Walsh $1-$10,000** None $1-$10,000**
* Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2)
under the Exchange Act.
** Includes interest derived from the market value of MCI common shares
represented in the Babson Capital and/or MassMutual non-qualified
compensation deferral plans. However, pursuant to the terms of the plans,
neither the plans nor the participant has actual ownership of Trust shares.
INFORMATION CONCERNING COMMITTEES AND MEETINGS OF THE BOARD OF TRUSTEES
Each Board of Trustees has an Audit Committee, a Joint Transactions Committee,
and a Nominating Committee.
The Audit Committee of each Trust is comprised exclusively of Trustees who are
not "interested persons" of the Trust, as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the "1940 Act"), and operates
pursuant to a written Audit Committee Charter, which is available on each
Trust's website, www.babsoncapital.com/mci and www.babsoncapital.com/mpv. A
print copy of the Audit Committee Charter may also be obtained by calling,
toll-free, 1-866-399-1516. The present members of the Audit Committee of each
Trust are Donald E. Benson (Chairman), Michael H. Brown, and Corine T. Norgaard.
Each member of the Audit
14
Committee qualifies as an "independent" Trustee under the current listing
standards of the New York Stock Exchange (the "Listing Standards") and the rules
of the U.S. Securities and Exchange Commission ("SEC"). In accordance with the
SEC's rules implementing Section 407 of the Sarbanes-Oxley Act of 2002 and upon
due consideration of the qualifications of each member of each Trust's Audit
Committee, each Board designated Mr. Benson as the Trust's Audit Committee
Financial Expert.
In accordance with the standards set forth in the Audit Committee Charter of
each Trust, the Audit Committee is responsible for: oversight matters; financial
statement and disclosure oversight matters; matters related to the hiring,
retention, and oversight of the Trust's independent accountants; certain
accounting and audit related oversight matters; and certain other matters as set
forth in the Audit Committee Charter. During the twelve months ended December
31, 2009, the Audit Committee held eight meetings.
The Joint Transactions Committee of each Trust is comprised of all Trustees who
are not "interested persons" of the Trust, as defined in Section 2(a)(19) of
the 1940 Act. This Committee reviews certain joint investment transactions
between each Trust and MassMutual pursuant to the conditions set forth in the
Trust's SEC exemptive order under Section 17(d) of the 1940 Act and Rule 17d- 1
thereunder. This Committee acts primarily by written consent (eleven consents
were executed by Committee members, approving seventeen investments and turning
down one investment during the past fiscal year). The Committee also met five
times during the year in conjunction with meetings of each Trust's Board of
Trustees (approving two investments during the past fiscal year).
The Nominating Committee of each Trust currently is comprised of all Trustees
who are not "interested persons" of the Trust, as defined in Section 2(a)(19)
of the 1940 Act. A current copy of each Trust's Nominating Committee's Charter
can be found on each Trust's website, www.babsoncapital.com/mci and
www.babsoncapital.com/mpv. This Committee met once during fiscal year 2009.
The Nominating Committee is responsible for identifying and nominating
individuals to serve as Trustees who are not "interested persons" of each Trust
("independent Trustees"). The Nominating Committee Charter contemplates that all
nominees for independent Trustees have a college degree or, in the judgment of
the Committee, equivalent business experience. In addition, the Committee may
take into account a wide variety of factors in considering Trustee candidates,
giving such weight to any individual factor(s) as it deems appropriate,
including but not limited to: availability and commitment of a candidate to
attend meetings and perform his or her responsibilities on each Board; relevant
industry and related experience; educational background; depth and breadth of
financial expertise; and an assessment of the candidate's ability, judgment,
expertise, reputation, and integrity. In the case of a shareholder recommended
candidate, the Committee may also consider any other facts and circumstances
attendant to such shareholder submission as may be deemed appropriate by the
Committee. Different factors may assume greater or lesser significance at
particular times, in light of the
15
Board's present composition and the Committee's (or the Board's) perceptions
about future issues and needs.
When each Board has or expects to have a vacancy for an independent Trustee, the
Nominating Committee will consider candidates recommended by each Trust's
current Trustees; each Trust's shareholders; each Trust's officers; each Trust's
investment adviser; and any other source the Committee deems to be appropriate.
Shareholder recommendations to fill vacancies on the Board for independent
Trustees must be submitted in accordance with the provisions of the Nominating
Committee Charter, which requires that shareholder recommendations be timely
received, and contain biographical and other necessary information regarding the
candidate that would be required for the Trust to meet its disclosure
obligations under the proxy rules. The Nominating Committee will evaluate
nominee candidates properly submitted by shareholders in the same manner as it
evaluates candidates recommended by other sources.
During the past fiscal year, each Board of Trustees held five regular meetings
(one of which was held by means of a telephone conference call) and held two
special meetings by means of a telephone conference call. During the past fiscal
year, each Trustee of each Trust attended all of the meetings of the Board of
Trustees and all of the Committees of the Board on which s/he served.
TRANSACTIONS WITH AND REMUNERATION OF OFFICERS AND TRUSTEES
Pursuant to the Investment Services Contract between each Trust and Babson
Capital (the "Contract"), Babson Capital paid the compensation and expenses of
the Trusts' officers and of all Trustees of the Trusts who were officers or
employees of Babson Capital, with the exception of the Trusts' Secretary and
Chief Legal Officer and Associate Secretaries whose compensation and expenses
were paid by MassMutual in 2009.
Trustees who are not officers or employees of MassMutual or Babson Capital
receive an annual retainer paid by MCI of $14,000 and by MPV of $10,000. Each
Trust also pays an additional annual retainer fee to the Chairman of the Audit
Committee in the amount of $2,500. Trustees of MCI also receive a fee of $2,250
and Trustees of MPV receive a fee of $1,500 for each meeting of each Board which
they attend ($1,125 and $750 respectively for each meeting conducted by
telephone conference call). Members of the Audit Committee and Nominating
Committee of each Trust receive an additional fee of $1,000 per meeting
attended, including meetings conducted by telephone conference call. Pursuant to
a deferred compensation plan, Trustees may defer receipt of their fees until
their retirement from the Board or some other time at their election. During the
fiscal year ended December 31, 2009, the aggregate direct remuneration to these
Trustees and reimbursement of their out-of-pocket expenses paid was
approximately $221,821.30 for MCI and $167,571.26 for MPV.
The following table discloses the compensation paid to each Trust's Trustees
(not including reimbursement for out-of-pocket expenses) for the fiscal year
ended December 31, 2009. The Trusts, MassMutual Premier Funds, MML Series
Investment Fund, MassMutual Select Funds, and MML Series Investment Fund II are
collectively referred to in the table below as the "Fund Complex". The Trustees
do not receive pension or retirement benefits.
16
AGGREGATE AGGREGATE TOTAL
NAME OF COMPENSATION COMPENSATION COMPENSATION
TRUSTEE FROM MCI FROM MPV FROM FUND COMPLEX
--------------------------------------------------------------------------------
William J. Barrett $26,250 $18,500 $44,750
Donald E. Benson 36,750 29,000 65,750
Michael H. Brown 34,250 26,500 60,750
Donald Glickman 26,250 18,500 44,750
Martin T. Hart 26,250 18,500 44,750
Robert E. Joyal None* None* 179,106**
Clifford M. Noreen None* None* None
Corine T. Norgaard 34,250 26,500 182,250***
Maleyne M. Syracuse 26,250 18,500 44,750
--------------------------------------------------------------------------------
TOTAL $210,250 $156,000 $666,856
--------------------------------------------------------------------------------
* No compensation is paid by either Trust to Trustees who are "interested
persons" of the Trust.
** Mr.Joyal also serves as a Trustee of two open-end investment companies,
MassMutual Select Funds and MML Series Investment Fund, both managed by
MassMutual, the ultimate parent of Babson Capital. Mr.Joyal received
$179,106 in total compensation from the Fund Complex (including interest
paid through the deferred compensation plans of MassMutual Select Funds and
MML Series Investment Fund) for the fiscal year ended December 31, 2009.
*** Dr.Norgaard also serves as a Trustee of two open-end investment companies,
MassMutual Premier Funds and MML Series Investment Fund II, both managed by
MassMutual, the ultimate parent of Babson Capital. Dr. Norgaard received
$121,500 in total compensation for such service for the year ended December
31, 2009 in addition to her compensation from the Trusts.
AUDIT COMMITTEE REPORT OF EACH TRUST
Each Trust's Audit Committee oversees the Trust's financial reporting process on
behalf of each Trust's Board of Trustees and operates under a written Charter
adopted by each Trust's Board of Trustees. The Audit Committee meets with each
Trust's management ("Management") and independent registered public accountants
and reports the results of its activities to each Trust's Board of Trustees.
Management has the primary responsibility for the financial statements and the
reporting process, including the system of internal controls. In connection with
each Committee's and independent registered accountant's responsibilities,
Management advised that each Trust's financial statements were prepared in
conformity with generally accepted accounting principles.
Accordingly, each Trust's Audit Committee has:
|X| Reviewed and discussed the audited financial statements for the fiscal year
ended December 31, 2009 with Management and KPMG LLP, each Trust's
independent registered public accountants;
|X| Discussed with KPMG LLP those matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards); and
|X| Received the written disclosure and the letter from KPMG LLP required by the
Public Company Accounting Oversight Board Rule 3526 (Communications with
Audit Committee Concerning Independence) and has discussed with KPMG LLP its
independence.
Each Trust's Audit Committee has also reviewed the aggregate fees billed for
professional services rendered by KPMG LLP for 2008 and 2009 for each Trust and
for the non-audit services provided to Babson Capital, and Babson Capital's
parent, MassMutual. As part of this review, the Audit Committees considered
whether the provision of
17
such non-audit services was compatible with maintaining the principal
accountant's independence.
In reliance on the reviews and discussions referred to above, each Trust's Audit
Committee presents this Report to each Trust's Board of Trustees and recommends
that each Trust's Board of Trustees (1) include the December 31, 2009 audited
financial statements in the Annual Report to Shareholders for the fiscal year
ended December 31, 2009, and (2) file such Annual Report with the Securities and
Exchange Commission and the New York Stock Exchange.
Each Trust's Audit Committee appointed the firm of KPMG LLP as the Trust's
auditor for the fiscal year ending December 31, 2010, and, in connection
therewith, KPMG LLP will prepare all of each Trust's tax returns for the fiscal
year ending December 31, 2010.
SUBMITTED BY THE AUDIT COMMITTEE OF EACH TRUST'S
BOARD OF TRUSTEES
Donald E. Benson, Audit Committee Chair
Michael H. Brown, Audit Committee Member
Corine T. Norgaard, Audit Committee Member
FEBRUARY 12, 2010
Each Trust's Board of Trustees reviewed this Report and approved the audited
financial statements for publication in each Trust's Annual Report.
THE TRUSTS' INDEPENDENT AUDITORS
KPMG LLP ("KPMG") audited the financial statements of each Trust, Babson
Capital, and MassMutual for the fiscal year ended December 31, 2009. KPMG's
audit report for each Trust contained no qualifications or modifications. A KPMG
representative is expected to be present at the upcoming Annual Meeting. This
representative shall have the opportunity to make a statement if he or she
desires to do so, and it is expected that such representative will be available
to respond to appropriate questions from shareholders. As noted above, KPMG will
audit each Trust's 2010 financial statements and prepare each Trust's 2010
Federal and state tax returns.
FEES PAID TO INDEPENDENT AUDITORS
FEES BILLED TO MCI
--------------------------------------------------------------------------------
KPMG LLP KPMG LLP
YEAR ENDED YEAR ENDED
DECEMBER 31, 2009 DECEMBER 31, 2008
--------------------------------------------------------------------------------
Audit Fees $50,000 $51,600
Audit-Related Fees 0 6,125
Tax Fees 41,950 39,950
All Other Fees 0 0
--------------------------------------------------------------------------------
TOTAL FEES $91,950 $97,675
--------------------------------------------------------------------------------
18
FEES BILLED TO MPV
--------------------------------------------------------------------------------
KPMG LLP KPMG LLP
YEAR ENDED YEAR ENDED
DECEMBER 31, 2009 DECEMBER 31, 2008
--------------------------------------------------------------------------------
Audit Fees $50,000 $45,700
Audit-Related Fees 0 6,125
Tax Fees 41,950 39,950
All Other Fees 0 0
--------------------------------------------------------------------------------
TOTAL FEES $91,950 $91,775
--------------------------------------------------------------------------------
NON-AUDIT FEES BILLED TO
BABSON CAPITAL AND MASSMUTUAL
--------------------------------------------------------------------------------
KPMG LLP KPMG LLP
YEAR ENDED YEAR ENDED
DECEMBER 31, 2009 DECEMBER 31, 2008
--------------------------------------------------------------------------------
Audit-Related Fees $ 874,597 $ 864,409
Tax Fees 0 0
All Other Fees 350,000 0
--------------------------------------------------------------------------------
total Fees $1,224,597 $ 864,409
--------------------------------------------------------------------------------
The category "Audit-Related Fees" reflects fees billed by KPMG for various
non-audit and non-tax services rendered to the Trusts, Babson Capital, and
MassMutual, such as SAS 70 review, and agreed upon procedures reports.
Preparation of Federal, state and local income tax returns and tax compliance
work are representative of the fees reported in the "Tax Fees" category. The
category "All Other Fees" represents fees billed by KPMG for consulting rendered
to Babson Capital and MassMutual. The Sarbanes-Oxley Act of 2002 and its
implementing regulations allows each Trust's Audit Committee to establish a
pre-approval policy for certain services rendered by the Trust's independent
accountants. During 2009, each Trust's Audit Committee approved all of the
services rendered to the Trust by KPMG and did not rely on such a pre-approval
policy for any such services.
The 2008 fees billed represent final 2008 amounts, which may differ from the
preliminary figures available as of the publication date of the Trusts' 2009
Proxy Statement and includes, among other things, fees for services that may not
have been billed as of the publication date of the Trusts' 2009 Proxy Statement,
but are now properly included in the 2008 fees billed to each Trust, Babson
Capital, and MassMutual.
OTHER BUSINESS
The Board of Trustees of each Trust knows of no business to be brought before
the Meeting other than as set forth above. If, however, any other matters
properly come before the Meeting, it is the intention of the persons named in
the enclosed proxy card to vote proxies on such matters in accordance with their
best judgment.
19
INVESTMENT ADVISER
Babson Capital provides investment management and certain administrative
services to MCI pursuant to an Investment Services Contract and to MPV pursuant
to an Investment Advisory and Administrative Services Contract.
Babson Capital, currently has over $108 billion in assets under management and
provides investment management services to registered investment companies,
unregistered investment companies, and institutional investors (such as
insurance companies, pension plans, endowments, and foundations). MassMutual
Holding LLC is the direct owner of 100% of the voting shares of Babson Capital.
MassMutual owns all of the voting shares of MassMutual Holding LLC. MassMutual
and MassMutual Holding LLC are located at 1295 State Street, Springfield,
Massachusetts 01111. Babson Capital has an office at 1500 Main Street,
Springfield, Massachusetts 01115 and its principal office is located at
Independence Wharf, 470 Atlantic Avenue, Boston, Massachusetts 02210.
CERTAIN ADMINISTRATIVE SERVICES
MassMutual indirectly provides certain administrative services to each Trust
including, but not limited to, accounting services, meeting facilities, legal
support, report preparation, and other services provided to Babson Capital, each
Trust's investment adviser. MassMutual's principal business address is 1295
State Street, Springfield, Massachusetts 01111.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Each Trust's Trustees and certain officers, investment advisers, certain
affiliated persons of the investment advisers, and persons who own more than 10%
of any class of outstanding securities of each Trust are required to file forms
reporting their affiliation with each Trust and reports of ownership and changes
in ownership of each Trust's securities with the SEC and the New York Stock
Exchange. These persons and entities are required by SEC regulation to furnish
each Trust with copies of all such forms they file. Based solely on a review of
these forms furnished to the Trusts as well as certain internal documents, each
Trust believes that its Trustees and relevant officers, Babson Capital, and its
relevant affiliated persons have all complied with applicable filing
requirements during each Trust's fiscal year ended December 31, 2009 with the
exception of Bernadette Clegg who inadvertently filed a late Form 3 for both MCI
and MPV for which no transactions were reported.
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 2011 who wishes to have such proposal included in the Trust's proxy material
for that meeting, should forward his/her written proposal to the Trust,
Attention: Secretary. Proposals must be received on or before November 8, 2010,
to be considered for inclusion in the Trust's proxy material for its 2011 Annual
Meeting.
20
Pursuant to procedures approved by each Trust's Board of Trustees, including a
majority of the Trustees who are not "interested persons" of the Trust as
defined in Section 2(a)(19) of the 1940 Act, Shareholders may mail written
communications to the Board of Trustees by writing the Trust's Chief Financial
Officer at the office of the Trust's investment adviser or by emailing the
respective Trust's Chief Financial Officer at mcimailbox@massmutual.com or
mpvmailbox@massmutual.com. When writing to a Trust's Board of Trustees,
Shareholders should identify themselves, the fact that the communication is
directed to the Board of Trustees, and any relevant information regarding their
Trust holdings.
ADDITIONAL INFORMATION
Proxies will be solicited by mail and may be solicited in person or by
telephone, electronically, or facsimile by officers of each Trust. The expenses
connected with the solicitation of these proxies and with any further proxies
which may be solicited by each Trust's officers in person, by telephone, or by
facsimile will be borne by each respective Trust. In addition, each Trust may
retain an outside firm to solicit proxies, which would involve additional
expenses, payable by each Trust. The Trust will reimburse banks, brokers, and
other persons holding each respective Trust's shares registered in their names
or in the names of their nominees, for their expenses incurred in sending proxy
material to and obtaining proxies from the beneficial owners of such shares,
which reimbursement will not be submitted to a vote of each respective Trust's
Shareholders.
Each Trust will arrange for at least one Trustee to attend its 2010 Annual
Meeting of Shareholders; will encourage all of its Trustees to attend its Annual
Meetings of Shareholders; and will endeavor to arrange Annual Meetings of
Shareholders on the same date as a Board of Trustees meeting to facilitate
Trustee attendance. Seven of the Trusts' Trustees attended the April 24, 2009
Annual Meeting.
Only one copy of the Proxy Statement may be mailed to each household, even if
more than one person in the household is a Trust Shareholder of record. If a
Shareholder needs an additional copy of this Proxy Statement, please contact the
Trust at 1-866-399-1516. Shareholders may also access a copy of the Proxy
Statement online at www.babsoncapital.com/mci and www.babsoncapital.com/mpv. If
any Shareholder does not want the mailing of his or her Proxy Statement to be
combined with those for other members of the Shareholder's household, please
contact:
Shareholder Financial Services, Inc.
P.O. Box 173673
Denver, Colorado 80217-3673
or by telephone at
1-800-647-7374
or contact your financial intermediary.
21
[INTENTIONAL BLANK PAGE]
22
ANNUAL REPORT
The Annual Report of each Trust for its fiscal year ended December 31, 2009,
including financial statements, a schedule of the Trusts' investments as of such
date and other data, will be mailed with the Joint Proxy Statement on or about
February 26, 2010, to all shareholders of record. Any shareholder may request a
copy of the Annual Report and the most recent semi-annual report, which will be
furnished without charge, by calling (toll-free) the Trusts' transfer agent,
Shareholder Financial Services, Inc., at 1-800-647-7374.
By order of the
Board of Trustees,
/s/ Patricia J. Walsh
Patricia J. Walsh
Vice President and Secretary
1500 Main Street
Springfield, Massachusetts 01115
February 25, 2010
23
MMCIPI4858