N-CSRS 1 form-ncsrs_16063.txt MASSMUTUAL CORPORATE INVESTORS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-2183 --------------------------------------------- MassMutual Corporate Investors -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 1500 Main Street, Suite 600, Springfield, MA 01115-5189 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Rodney J. Dillman, Vice President and Secretary 1500 Main Street, Suite 2800, Springfield, MA 01115-5189 -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 413-226-1000 ---------------------------- Date of fiscal year end: 12/31 ------------------ Date of reporting period: 6/30/08 ------------------ Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORT TO STOCKHOLDERS. Attached hereto is the semi-annual shareholder report transmitted to shareholders pursuant to Rule 30e-1 of the Investment Company Act of 1940, as amended. MASSMUTUAL CORPORATE INVESTORS REPORT FOR THE SIX MONTHS ENDED JUNE 30, 2008 [LOGO] ADVISER Babson Capital Management LLC 1500 Main Street, P.O. 15189 Springfield, Massachusetts 01115-5189 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM KPMG LLP Boston, Massachusetts 02110 COUNSEL TO THE TRUST Ropes & Gray LLP Boston, Massachusetts 02110 CUSTODIAN Citibank, N.A. New York, New York 10043 TRANSFER AGENT & REGISTRAR Shareholder Financial Services, Inc. P.O. Box 173673 Denver, Colorado 80217-3673 1-800-647-7374 INTERNET WEBSITE www.babsoncapital.com/mci MassMutual Corporate Investors c/o Babson Capital Management LLC [LOGO] 1500 Main Street, Suite 600 Springfield, Massachusetts 01115 (413) 226-1516 -------------------------------------------------------------------------------- INVESTMENT OBJECTIVE AND POLICY MassMutual Corporate Investors (the "Trust") is a closedend investment company, first offered to the public in 1971, whose shares are traded on the New York Stock Exchange under the trading symbol "MCI". The Trust's share price can be found in the financial section of most newspapers as "MassCp" or "MassMuInv" under either the New York Stock Exchange listings or Closed-End Fund Listings. The Trust's investment objective is to maintain a portfolio of securities providing a fixed yield and at the same time offering an opportunity for capital gains. The Trust's principal investments are privately placed, below-investment grade, long-term debt obligations with equity features such as common stock, warrants, conversion rights, or other equity features and, occasionally, preferred stocks. The Trust typically purchases these investments, which are not publicly tradable, directly from their issuers in private placement transactions. These investments are typically mezzanine debt instruments with accompanying private equity securities made to small or middle market companies. In addition, the Trust may temporarily invest, subject to certain limitations, in marketable investment grade debt securities, other marketable debt securities (including high yield securities) and marketable common stocks. Below investment grade or high yield securities have predominantly speculative characteristics with respect to the capacity of the issuer to pay interest and repay principal. Babson Capital Management LLC ("Babson Capital") manages the Trust on a total return basis. The Trust distributes substantially all of its net income to shareholders each year. Accordingly, the Trust pays dividends to shareholders quarterly in January, May, August, and November. The Trust pays dividends to its shareholders in cash, unless the shareholder elects to participate in the Dividend Reinvestment and Share Purchase Plan. FORM N-Q MassMutual Corporate Investors files its complete schedule of portfolio holdings with the U.S. Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. This information is available (i) on the U.S. Securities and Exchange Commission's website at http:// www.sec.gov; and (ii) at the U.S. Securities and Exchange Commission's Public Reference Room in Washington, DC (which information on their operation may be obtained by calling 1-800-SEC-0330). A complete schedule of portfolio holdings as of each quarter-end is available upon request by calling, toll-free, 866-399-1516. PROXY VOTING POLICIES & Procedures; PROXY VOTING RECORD The Trustees of MassMutual Corporate Investors have delegated proxy voting responsibilities relating to the voting of securities held by the Trust to Babson Capital Management LLC. A description of Babson Capital's proxy voting policies and procedures is available (1) without charge, upon request, by calling, toll-free 866-399-1516; (2) on MassMutual Corporate Investors' website: http:// www.babsoncapital.com/mci; and (3) on the U.S. Securities and Exchange Commission ("SEC") website at http:// www.sec.gov. Information regarding how the Trust voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) on MassMutual Corporate Investors' website: http://www. babsoncapital.com/mci; and (2) on the SEC's website at http://www.sec.gov. MCI Listed NYSE TO OUR SHAREHOLDERS MassMutual Corporate Investors July 31, 2008 We are pleased to present the June 30, 2008 Quarterly Report of MassMutual Corporate Investors (the "Trust"). The Board of Trustees declared a quarterly dividend of 54 cents per share, payable on August 15, 2008 to shareholders of record on August 1, 2008. The Trust had previously paid a 54 cent per share dividend for the preceding quarter. The mezzanine and private equity markets in which the Trust participates have begun to recover from the effects of the credit dislocation that occurred in 2007. Deal volume has rebounded over the past few months as credit continues to be available for middle market leveraged transactions. In the current market, new investments are being structured with lower leverage than they were in 2007, while pricing on these investments is more favorable than it has been for several years. During the quarter, the Trust made private placement investments in two new issuers and two "follow-on" investments, totaling approximately $4.8 million. The follow-on investments purchased by the Trust were American Hospice Management Holding LLC and Fuel Systems Holding Corporation. The two new issuers were A W X Holdings Corporation and GQ Holdings LLC. The weighted average coupon of these investments was 13.35%. (A brief description of these investments can be found in the Consolidated Schedule of Investments.) During the quarter ended June 30, 2008, net assets of the Trust decreased to $246,924,644 or $26.57 per share compared to $250,007,524 or $26.96 per share on March 31, 2008, which translates into a 0.54% total return for the quarter, based on the change in the Trust's net assets assuming the reinvestment of all dividends. Longer term, the Trust returned 3.78%, 15.98%, 11.86%, and 14.57% for the 1-, 5-, 10-, and 25-year time periods, respectively, based on the change in the Trust's net assets assuming the reinvestment of all dividends. The Trust earned 49 cents per share of net investment income for the quarter, compared to 56 cents per share in the previous quarter. U.S. equity markets, as approximated by the Russell 2000 Index, increased 0.58% for the quarter. U.S. fixed income markets, as approximated by the Lehman Brothers U.S. Corporate High Yield Index increased 1.76% for the quarter. During the quarter ended June 30, 2008, the market price of the Trust decreased 0.3% from $28.27 per share to $28.18 per share. The Trust's market price of $28.18 per share equated to a 6.1% premium over the June 30, 2008 net asset value per share. The Trust's average quarter-end premium for the 3-, 5-, and 10-year periods was 13.9%, 10.6% and 6.3%, respectively. Thank you for your continued interest in and support of MassMutual Corporate Investors. Sincerely, /s/ Clifford M. Noreen Clifford M. Noreen President Portfolio Composition as of 6/30/08 * [PIE CHART APPEARS HERE] Public High Yield Debt Private Investment Grade Debt 26.0% 0.7% Public Equity Private / Restricted Equity 1.6% 12.6% Private / 144A High Yield Debt Cash & Short Term Investments 52.6% 6.5% *Based on market value of total investments Cautionary Notice: Certain statements contained in this report may be "forward looking" statements. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made and which reflect management's current estimates, projections, expectations or beliefs, and which are subject to risks and uncertainties that may cause actual results to differ materially. These statements are subject to change at any time based upon economic, market or other conditions and may not be relied upon as investment advice or an indication of the Trust's trading intent. References to specific securities are not recommendations of such securities, and may not be representative of the Trust's current or future investments. We undertake no obligation to publicly update forward looking statements, whether as a result of new information, future events, or otherwise. -------------------------------------------------------------------------------- 1 CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES JUNE 30, 2008 (UNAUDITED) ASSETS: Investments (See Consolidated Schedule of Investments) Corporate restricted securities at fair value (Cost - $186,536,475) $ 177,904,147 Corporate public securities at market value (Cost - $81,617,101) 75,569,405 Short-term securities at amortized cost 17,061,653 ------------- 270,535,205 Cash 522,364 Interest and dividends receivable 6,081,781 Receivable for investments sold 1,173,606 Other assets 12,738 ------------- TOTAL ASSETS 278,325,694 ------------- LIABILITIES: Payable for investments purchased 273,825 Investment advisory fee payable 771,640 Note payable 30,000,000 Interest payable 202,105 Accrued expenses 147,980 Accrued taxes payable 5,500 ------------- TOTAL LIABILITIES 31,401,050 ------------- TOTAL NET ASSETS $ 246,924,644 ============= NET ASSETS: Common shares, par value $1.00 per share; an unlimited number authorized $ 9,294,784 Additional paid-in capital 112,380,831 Retained net realized gain on investments, prior years 127,537,449 Undistributed net investment income 6,523,377 Accumulated net realized gain on investments 5,868,227 Net unrealized depreciation of investments (14,680,024) ------------- TOTAL NET ASSETS $ 246,924,644 ============= COMMON SHARES ISSUED AND OUTSTANDING 9,294,784 ============= NET ASSET VALUE PER SHARE $ 26.57 ============= See Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- 2 CONSOLIDATED STATEMENT OF OPERATIONS MassMutual Corporate Investors FOR THE SIX MONTHS ENDED JUNE 30, 2008 (UNAUDITED) INVESTMENT INCOME: Interest $ 12,108,348 Dividends 246,079 Other 75,374 ------------- Total investment income 12,429,801 ------------- EXPENSES: Investment advisory fees 1,552,914 Interest 807,574 Trustees' fees and expenses 109,200 Professional fees 73,900 Reports to shareholders 72,500 Transfer agent/registrar's expenses 17,000 Custodian fees 15,000 Other 15,589 ------------- TOTAL EXPENSES 2,663,677 ------------- INVESTMENT INCOME - net 9,766,124 ------------- Net realized and unrealized gain (loss) on investments: Net realized gain on investments before taxes 5,141,575 Income tax expense (145,386) ------------- Net realized gain on investments 4,996,189 Net change in unrealized appreciation of investments (15,616,605) ------------- Net loss on investments (10,620,416) ------------- Net decrease in net assets resulting from operations $ (854,292) ============= See Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- 3 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2008 (UNAUDITED) NET DECREASE IN CASH: Cash flows from operating activities: Purchases/Proceeds/Maturities from short-term portfolio securities, net $ 2,872,752 Purchase of portfolio securities (47,030,056) Proceeds from disposition of portfolio securities 48,333,620 Interest, dividends, and other received 11,978,405 Interest expense paid (817,026) Operating expenses paid (1,866,227) Income taxes paid (1,272,987) ------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 12,198,481 ------------- Cash flows from financing activities: Cash dividends paid from net investment income (13,968,456) Receipts for shares issued on reinvestment of dividends 1,623,880 ------------- NET CASH USED FOR FINANCING ACTIVITIES (12,344,576) ------------- NET DECREASE IN CASH (146,095) Cash - beginning of year 668,459 ------------- CASH - END OF PERIOD $ 522,364 ============= reconciliation of net decrease in net assets to net cash provided by operating activities: Net decrease in net assets resulting from operations $ (854,292) ------------- Decrease in investments 13,616,028 Increase in interest and dividends receivable (26,606) Decrease in receivable for investments sold 362,179 Increase in other assets (12,738) Increase in payable for investments purchased 273,825 Decrease in investment advisory fee payable (13,244) Decrease in interest payable (9,452) Decrease in accrued expenses (7,888) Decrease in accrued taxes payable (1,127,601) Decrease in other payables (1,730) ------------- Total adjustments to net assets from operations 13,052,773 ------------- Net cash provided by operating activities $ 12,198,481 ============= See Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- 4 CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS MassMutual Corporate Investors For the six months ended For the 06/30/08 year ended (Unaudited) 12/31/07 ------------- ------------- DECREASE IN NET ASSETS: Operations: Investment income - net $ 9,766,124 $ 23,586,915 Net realized gain on investments 4,996,189 1,411,465 Net change in unrealized appreciation of investments (15,616,605) (4,596,952) ------------- ------------- Net (decrease) increase in net assets resulting from operations (854,292) 20,401,428 Increase from common shares issued on reinvestment of dividends Common shares issued (2008 - 57,165; 2007 - 87,700) 1,623,880 2,751,359 Dividends to shareholders from: Net investment income (2008 - $0.54 per share; 2007 - $2.57 per share) (5,007,966) (23,679,411) ------------- ------------- TOTAL DECREASE IN NET ASSETS (4,238,378) (526,624) NET ASSETS, BEGINNING OF YEAR 251,163,022 251,689,646 ------------- ------------- NET ASSETS, END OF PERIOD/YEAR (including undistributed net investment of $6,523,377 and $1,765,219, respectively $ 246,924,644 $ 251,163,022 ============= ============= See Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- 5 CONSOLIDATED SELECTED FINANCIAL HIGHLIGHTS SELECTED DATA FOR EACH SHARE OF BENEFICIAL INTEREST OUTSTANDING:
For the six months For the years ended December 31, ended 06/30/2008 -------------------------------------------------- (Unaudited) 2007 2006 2005 2004 2003 ----------- ---- ---- ---- ---- ---- Net asset value: Beginning of year $ 27.19 $ 27.51 $ 26.06 $ 24.34 $ 21.84 $ 19.40 ------- ------- ------- ------- ------- ------- Net investment income (a) 1.05 2.56 2.27 2.03 2.00 1.44 Net realized and unrealized gain (loss) on investments (1.15) (0.35) 1.62 1.96(b) 2.64 2.83 ------- ------- ------- ------- ------- ------- Total from investment operations (0.10) 2.21 3.89 3.99 4.64 4.27 ------- ------- ------- ------- ------- ------- Dividends from net investment income to common shareholders (0.54) (2.57) (2.47) (2.11) (2.16) (1.84) Dividends from net realized gain on investments to common shareholders -- -- (0.01) (0.18) -- -- Increase from dividends reinvested 0.02 0.04 0.04 0.02 0.02 0.01 ------- ------- ------- ------- ------- ------- Total dividends (0.52) (2.53) (2.44) (2.27) (2.14) (1.83) ------- ------- ------- ------- ------- ------- Net asset value: End of period/year $ 26.57 $ 27.19 $ 27.51 $ 26.06 $ 24.34 $ 21.84 ======= ======= ======= ======= ======= ======= Per share market value: End of period/year $ 28.18 $ 30.20 $ 34.89 $ 30.05 $ 28.50 $ 22.90 Total investment return: Market value (4.81)% (8.78)% 29.04% 16.95% 36.10% 27.53% Net asset value (c) (0.31)% 8.58% 18.09% 20.04% 22.76% 22.61% Net assets (in millions): End of period/year $246.92 $251.16 $251.69 $236.28 $218.51 $193.79 Ratio of operating expenses to average net assets 1.50%(d) 1.55% 1.43% 1.78% 1.93% 2.04% Ratio of interest expense to average net assets 0.65%(d) 0.59% 0.60% 0.73% 0.77% 0.82% Ratio of income tax expense to average net assets (e) 0.12%(d) 0.35% 2.46% 2.84% 0.69% -- Ratio of total expenses before custodian fee reduction to average net assets (e) 2.27%(d) 2.49% 4.53% 5.36% 3.39% 2.86% Ratio of net expenses after custodian fee reduction to average net assets (e) 2.27%(d) 2.49% 4.49% 5.35% 3.39% 2.86% Ratio of net investment income to average net assets 7.89%(d) 9.17% 8.19% 7.98% 8.68% 6.95% Portfolio turnover 19% 44% 35% 35% 53% 56% (a) Calculated using average shares. (b) Amount includes $0.19 per share in litigation proceeds. (c) Net asset value return represents portfolio returns based on change in the Trust's net asset value assuming the reinvestment of all dividends and distributions which differs from the total investment return based on the Trust's market value due to the difference between the Trust's net asset value and the market value of its shares outstanding; past performance is no guarantee of future results. (d) Annualized. (e) As additional information, this ratio is included to reflect the taxes paid on retained long-term gains. These taxes paid are netted against realized capital gains in the Statement of Operations. The taxes paid are treated as deemed distributions and a credit for the taxes paid is passed on to the shareholders. Senior securities: Total principal amount (in millions) $ 30 $ 30 $ 20 $ 20 $ 29 $ 20 Asset coverage per $1,000 of indebtedness $ 9,231 $ 9,372 $13,584 $12,814 $ 8,535 $10,689
See Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- 6 CONSOLIDATED SCHEDULE OF INVESTMENTS MassMutual Corporate Investors June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES - 72.05%:(A) PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- PRIVATE PLACEMENT INVESTMENTS - 67.83% A H C HOLDING COMPANY, INC. A designer and manufacturer of boilers and water heaters for the commercial sector. 15% Senior Subordinated Note due 2015 $ 2,350,647 11/21/07 $ 2,303,690 $ 2,283,094 Limited Partnership Interest (B) 14.99% int. 11/21/07 224,795 213,560 ------------- ------------- 2,528,485 2,496,654 ------------- ------------- A T I ACQUISITION COMPANY A for-profit post-secondary school serving students in Texas, Florida and Arizona. 12% Senior Subordinated Note due 2012 $ 2,125,000 04/08/04 2,125,000 2,125,000 Warrant, exercisable until 2012, to purchase preferred stock at $.01 per share (B) 13 shs. 11/16/07 -- 17,304 Warrant, exercisable until 2012, to purchase common stock at $.02 per share (B) 2,323 shs. 04/08/04 -- 397,649 ------------- ------------- 2,125,000 2,539,953 ------------- ------------- A W X HOLDINGS CORPORATION A provider of aerial equipment rental, sales and repair services to non-residential construction and maintenance contractors operating in the State of Indiana. 10.5% Senior Secured Term Note due 2014 $ 735,000 05/15/08 720,300 731,976 13% Senior Subordinated Note due 2015 $ 735,000 05/15/08 658,493 729,720 Common Stock (B) 105,000 05/15/08 105,000 99,750 Warrant, exercisable until 2015, to purchase common stock at $.01 per share (B) 36,923 shs. 05/15/08 62,395 369 ------------- ------------- 1,546,188 1,561,815 ------------- ------------- ADVANCED TECHNOLOGIES HOLDINGS A provider of factory maintence services to industrial companies. 15% Senior Subordinated Note due 2013 $ 2,055,980 12/27/07 2,014,997 2,017,370 Preferred Stock (B) 1,031 shs. 12/27/07 510,000 484,499 ------------- ------------- 2,524,997 2,501,869 ------------- ------------- AERO HOLDINGS, INC. A provider of geospatial services to corporate and government clients. 10.5% Senior Secured Term Note due 2014 $ 1,627,500 03/09/07 1,603,088 1,566,275 14% Senior Subordinated Note due 2015 $ 1,260,000 03/09/07 1,135,046 1,203,079 Common Stock (B) 262,500 shs. 03/09/07 262,500 222,681 Warrant, exercisable until 2015, to purchase common stock at $.01 per share (B) 66,116 shs. 03/09/07 111,527 56,087 ------------- ------------- 3,112,161 3,048,122 ------------- ------------- --------------------------------------------------------------------------------------------------------------------------------- 7
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A)(CONTINUED) PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- AMERICAN HOSPICE MANAGEMENT HOLDING LLC A for-profit hospice care provider in the United States. 12% Senior Subordinated Note due 2013 $ 2,125,000 01/22/04 $ 1,994,615 $ 2,032,369 12% Senior Subordinated Note due 2013 $ 1,062,495 06/09/08 1,041,245 1,057,066 Preferred Class A Unit (B) 3,223 uts. * 322,300 128,920 Preferred Class B Unit (B) 1,526 uts. 06/09/08 152,626 152,626 Common Class B Unit (B) 30,420 uts. 01/22/04 1 -- Common Class D Unit (B) 6,980 uts. 09/12/06 1 -- ------------- ------------- 3,510,788 3,370,981 ------------- ------------- ARROW TRU-LINE HOLDINGS, INC. A manufacturer of hardware for residential and commercial overhead garage doors in North America. 12% Senior Subordinated Note due 2012 $ 1,627,660 05/18/05 1,553,047 1,538,120 Common Stock (B) 497 shs. 05/18/05 497,340 85,937 Warrant, exercisable until 2012, to purchase common stock at $.01 per share (B) 130 shs. 05/18/05 112,128 22,529 ------------- ------------- 2,162,515 1,646,586 ------------- ------------- BRAVO SPORTS HOLDING CORPORATION A designer and marketer of niche branded consumer products including canopies, trampolines, in-line skates, skateboards, and urethane wheels. 12.5% Senior Subordinated Note due 2014 $ 2,281,593 06/30/06 2,158,648 2,304,409 Preferred Stock Class A (B) 879 shs. 06/30/06 268,121 267,043 Common Stock (B) 1 sh. 06/30/06 286 -- Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 309 shs. 06/30/06 92,102 93,851 ------------- ------------- 2,519,157 2,665,303 ------------- ------------- CAPESUCCESS LLC A provider of diversified staffing services. Preferred Membership Interests (B) 1,881 uts. 04/29/00 8,395 -- Common Membership Interests (B) 24,318 uts. 04/29/00 108,983 -- ------------- ------------- 117,378 -- ------------- ------------- CAPITAL SPECIALTY PLASTICS, INC. A producer of desiccant strips used for packaging pharmaceutical products. Common Stock (B) 109 shs. ** 503 558,932 ------------- ------------- * 01/22/04 and 09/12/06. ** 12/30/97and 05/29/99 --------------------------------------------------------------------------------------------------------------------------------- 8
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- COEUR, INC. A producer of proprietary, disposable power injection syringes. 8.75% Senior Secured Term Note due 2010 $ 247,283 04/30/03 $ 247,283 $ 248,081 11.5% Senior Subordinated Note due 2011 $ 424,818 04/30/03 405,255 420,731 Common Stock (B) 126,812 shs. 04/30/03 126,812 301,179 Warrant, exercisable until 2010, to purchase common stock at $.01 per share (B) 87,672 shs. 04/30/03 40,804 208,221 ------------- ------------- 820,154 1,178,212 ------------- ------------- CONNECTICUT ELECTRIC, INC. A supplier and distributor of electrical products sold into the retail and wholesale markets. 12% Senior Subordinated Note due 2014 $ 2,393,954 01/12/07 2,233,202 2,107,517 Limited Liability Company Unit Class A (B) 156,046 uts. 01/12/07 156,046 22,666 Limited Liability Company Unit Class C (B) 112,873 uts. 01/12/07 112,873 16,395 ------------- ------------- 2,502,121 2,146,578 ------------- ------------- CONNOR SPORT COURT INTERNATIONAL, INC. A designer and manufacturer of outdoor and indoor synthetic sports flooring and other temporary flooring products. Preferred Stock Series B-2 (B) 17,152 shs. 07/05/07 700,392 700,393 Preferred Stock Series C (B) 8,986 shs. 07/05/07 300,168 300,168 Common Stock (B) 718 shs. 07/05/07 7 7 Limited Partnership Interest (B) 7.74% int. * 189,586 -- ------------- ------------- 1,190,153 1,000,568 ------------- ------------- COREPHARMA LLC A manufacturer of oral dose generic pharmaceuticals targeted at niche applications. 12% Senior Subordinated Note due 2013 $ 2,550,000 08/04/05 2,444,071 2,519,104 Warrant, exercisable until 2013, to purchase common stock at $.001 per share (B) 20 shs. 08/04/05 137,166 101,805 ------------- ------------- 2,581,237 2,620,909 ------------- ------------- DAVIS-STANDARD LLC A manufacturer, assembler, and installer of a broad range of capital equipment that is used in the extrusion, conversion, and processing of plastic materials. 12% Senior Subordinated Note due 2014 $ 1,847,826 10/30/06 1,739,229 1,867,249 Limited Partnership Interest (B) 1.82% int. 10/30/06 702,174 1,303,644 Warrant, exercisable until 2014, to purchase preferred stock at $.01 per share (B) 50 shs. 10/30/06 49,830 57,588 Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 34 shs. 10/30/06 34,000 130,152 ------------- ------------- 2,525,233 3,358,633 ------------- ------------- * 08/12/04 and 01/14/05. --------------------------------------------------------------------------------------------------------------------------------- 9
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- DIVERSCO, INC./DHI HOLDINGS, INC. A contract provider of janitorial and equipment maintenance services and temporary production labor to industrial customers. Membership Interests of MM/Lincap Diversco Investments Ltd. LLC (B) 27.20% int. 08/27/98 $ 734,090 $ -- Preferred Stock (B) 3,278 shs. 12/14/01 2,784,133 1,503,115 Warrants, exercisable until 2011, to purchase common stock of DHI Holdings, Inc. at $.01 per share (B) 13,352 shs. * 403,427 -- ------------- ------------- 3,921,650 1,503,115 ------------- ------------- DUNCAN SYSTEMS, INC. A distributor of windshields and side glass for the recreational vehicle market. 10% Senior Secured Term Note due 2013 $ 540,000 11/01/06 531,900 528,856 13% Senior Subordinated Note due 2014 $ 855,000 11/01/06 769,997 832,471 Common Stock (B) 180,000 shs. 11/01/06 180,000 210,402 Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 56,514 shs. 11/01/06 78,160 66,059 ------------- ------------- 1,560,057 1,637,788 ------------- ------------- DWYER GROUP, INC. A franchiser of a variety of home repair services. Common Stock (B) 6,906 shs. ** 690,600 1,106,338 Warrant, exercisable until 2011, to purchase common stock at $.01 per share (B) 2,034 shs. 10/30/03 186,469 325,780 ------------- ------------- 877,069 1,432,118 ------------- ------------- E S P HOLDCO, INC. A manufacturer of power protection technology for commercial office equipment, primarily supplying the office equipment dealer network. 14% Senior Subordinated Note due 2015 $ 2,230,370 01/08/08 2,191,448 2,175,464 Common Stock (B) 660 shs. 01/08/08 329,990 313,500 ------------- ------------- 2,521,438 2,488,964 ------------- ------------- E X C ACQUISITION CORPORATION A manufacturer of pre-filled syringes and pump systems used for intravenous drug delivery. Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 22 shs. 06/28/04 77,208 184,908 ------------- ------------- ------------- ------------- * 10/24/96 and 08/28/98. ** 10/30/03 and 01/02/04. --------------------------------------------------------------------------------------------------------------------------------- 10
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- ELECTRA BICYCLE COMPANY LLC A designer and marketer of branded leisure bicycles. 10.5% Senior Secured Term Note A due 2009 $ 63,765 04/12/07 $ 62,490 $ 63,555 10.5% Senior Secured Term Note B due 2012 $ 659,969 04/12/07 649,950 654,193 12% Senior Secured Term Note C due 2012 $ 510,121 04/12/07 474,967 501,722 Limited Liability Company Unit Series F 64,597 uts. 04/12/07 64,597 147,743 Limited Liability Company Unit Series G 4,990 uts. 04/12/07 4,990 11,413 ------------- ------------- 1,256,994 1,378,626 ------------- ------------- ENZYMATIC THERAPY, INC. A manufacturer and distributor of branded natural medicines and nutritional supplements. Limited Partnership Interest (B) 1.32% int. 03/30/00 531,250 318,508 Warrant, exercisable until 2009, to purchase common stock at $.01 per share (B) 29,117 shs. 03/30/00 255,000 199,906 ------------- ------------- 786,250 518,414 ------------- ------------- EVANS CONSOLES, INC. A designer and manufacturer of consoles and control center systems. Common Stock (B) 90,000 shs. 05/06/04 6 925,965 ------------- ------------- F H S HOLDINGS LLC A national provider of customized disease management services to large self-insured employers. 12% Senior Subordinated Note due 2014 $ 2,390,625 06/01/06 2,242,876 2,390,625 Preferred Unit (B) 159 uts. 06/01/06 159,362 187,947 Common Unit Class B (B) 1,386 uts. 06/01/06 122,361 -- ------------- ------------- 2,524,599 2,578,572 ------------- ------------- FLUTES, INC. An independent manufacturer of micro fluted corrugated sheet material for the food and consumer products packaging industries. 10% Senior Secured Term Note due 2013 $ 918,385 04/13/06 904,609 867,114 14% Senior Subordinated Note due 2014 $ 555,059 04/13/06 503,835 523,577 Common Stock (B) 109,436 shs. 04/13/06 109,436 -- Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 30,940 shs. 04/13/06 48,433 -- ------------- ------------- 1,566,313 1,390,691 ------------- ------------- FOWLER HOLDING, INC. A provider of site development services to residential homebuilders and developers in the Raleigh/Durham region of North Carolina. 12% Senior Subordinated Note due 2013 $ 2,365,217 02/03/06 2,172,380 2,171,124 Common Stock (B) 185 shs. 02/03/06 184,783 43,806 Warrant, exercisable until 2013, to purchase common stock at $.01 per share (B) 254 shs. 02/03/06 208,435 60,259 ------------- ------------- 2,565,598 2,275,189 ------------- ------------- --------------------------------------------------------------------------------------------------------------------------------- 11
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- FUEL SYSTEMS HOLDING CORPORATION An independent North American supplier of fuel tanks for a wide variety of commercial vehicles. 12% Senior Subordinated Note due 2014 $ 2,337,500 01/31/06 $ 2,195,161 $ 1,753,125 Preferred Stock (B) 31,718 shs. 06/12/08 31,718 15,859 Common Stock (B) 212,500 shs. 01/31/06 212,500 -- Warrant, exercisable until 2016, to purchase common stock at $.01 per share (B) 138,408 shs. 01/31/06 119,213 -- ------------- ------------- 2,558,592 1,768,984 ------------- ------------- GOLDEN COUNTY FOODS HOLDING, INC. A manufacturer of frozen appetizers and snacks. 12% Senior Subordinated Note due 2015 $ 1,912,500 11/01/07 1,727,592 1,852,433 8% Series A Convertible Preferred Stock, convertible into 4.25% of the fully dilluted common shares (B) 146,658 shs. 11/01/07 146,658 139,325 ------------- ------------- 1,874,250 1,991,758 ------------- ------------- GQ HOLDINGS LLC A developer and distributor of tools, equipment, and supplies to the natural and engineered stone industry. 15% Senior Subordinated Note due 2015 $ 2,299,077 06/27/08 2,253,095 2,302,982 Common Stock (B) 7,304 shs. 06/27/08 250,923 238,378 ------------- ------------- 2,504,018 2,541,360 ------------- ------------- H M HOLDING COMPANY A designer, manufacturer, and importer of promotional and wood furniture. 12% Senior Subordinated Note due 2013 (D) $ 2,210,000 02/10/06 2,048,925 -- Preferred Stock (B) 40 shs. * 40,476 -- Common Stock (B) 340 shs. 02/10/06 340,000 -- Warrant, exercisable until 2013, to purchase common stock at $.02 per share (B) 126 shs. 02/10/06 116,875 -- ------------- ------------- 2,546,276 -- ------------- ------------- HIGHGATE CAPITAL LLC An acquirer of controlling or substantial interests in manufacturing and marketing entities. Series A Preferred Units (B) 1.19% int. 7/21/94 367,440 -- ------------- ------------- HOME DECOR HOLDING COMPANY A designer, manufacturer and marketer of framed art and wall decor products. 12.5% Senior Subordinated Note due 2012 $ 2,043,269 ** 1,903,920 1,987,721 Common Stock (B) 63 shs. ** 62,742 66,540 Warrant, exercisable until 2012, to purchase common stock at $.02 per share (B) 200 shs. ** 199,501 211,584 ------------- ------------- 2,166,163 2,265,845 ------------- ------------- * 09/18/07 and 06/27/08. ** 06/30/04 and 08/19/04. --------------------------------------------------------------------------------------------------------------------------------- 12
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- INSURANCE CLAIMS MANAGEMENT, INC. A third party administrator providing auto and property claim administration services for insurance companies. Common Stock (B) 69 shs. 02/27/07 $ 2,077 $ 79,312 Warrant, exercisable until 2011, to purchase common stock at $.01 per share (B) 20 shs. 02/27/07 612 23,360 ------------- ------------- 2,689 102,672 ------------- ------------- INTEGRATION TECHNOLOGY SYSTEMS, INC. A manufacturer of steel protective computer and network systems for the industrial and office environments. 12% Senior Secured Note due on demand (D) $ 43,943 03/01/04 1 -- Common Stock (B) 228 shs. 06/01/00 262,200 -- ------------- ------------- 262,201 -- ------------- ------------- JASON, INC. A diversified manufacturing company serving various industrial markets. 13% Senior Subordinated Note due 2010 $ 963,687 08/04/00 920,193 940,075 Limited Partnership Interest of Saw Mill Capital Fund II, L.P. (B) 2.50% int. 08/03/00 886,352 354,780 Warrant, exercisable until 2010, to purchase common stock at $.01 per share (B) 50,870 shs. 08/04/00 115,412 71,249 ------------- ------------- 1,921,957 1,366,104 ------------- ------------- JUSTRITE MANUFACTURING AQUISITION CO. A manufacturer of safety products such as storage cabinets and containers. 12% Senior Subordinated Note due 2011 $ 1,593,750 12/15/04 1,529,755 1,587,538 Warrant, exercisable until 2011, to purchase common stock at $.01 per share (B) 1,121 shs. 12/15/04 101,109 253,289 ------------- ------------- 1,630,864 1,840,827 ------------- ------------- K H O F HOLDINGS, INC. A manufacturer of premium disposable tableware products serving both the foodservice and consumer channels. 14% Senior Subordinated Note due 2014 $ 2,350,858 10/15/07 2,304,112 2,327,297 Common Stock (B) 220,673 shs. 10/15/07 220,673 209,639 ------------- ------------- 2,524,785 2,536,936 ------------- ------------- K N B HOLDINGS CORPORATION A designer, manufacturer and marketer of products for the custom framing market. 13.5% Senior Subordinated Note due 2013 $ 2,486,642 05/25/06 2,378,551 2,461,153 Common Stock (B) 134,210 shs. 05/25/06 134,210 125,514 Warrant, exercisable until 2013, to purchase common stock at $.01 per share (B) 82,357 shs. 05/25/06 71,534 77,021 ------------- ------------- 2,584,295 2,663,688 ------------- ------------- --------------------------------------------------------------------------------------------------------------------------------- 13
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- K W P I HOLDINGS CORPORATION A manufacturer and distributor of vinyl windows and patio doors throughout the northwestern United States. 12% Senior Subordinated Note due 2014 $ 2,318,000 03/14/07 $ 2,129,647 $ 2,142,311 Common Stock (B) 232 shs. 03/13/07 232,000 133,561 Warrant, exercisable until 2017, to purchase common stock at $.01 per share (B) 167 shs. 03/14/07 162,260 96,141 ------------- ------------- 2,523,907 2,372,013 ------------- ------------- K-TEK HOLDING CORPORATION A manufacturer of instrumentation for liquid and bulk solids level detection for process and storage tanks. 14% Senior Secured Note due 2015 $ 2,197,978 12/20/07 2,158,339 2,131,352 Preferred Stock (B) 363,260 shs. 12/20/07 363,260 345,097 Common Stock (B) 102,616 shs. 12/20/07 1,026 1,026 ------------- ------------- 2,522,625 2,477,475 ------------- ------------- MAIL COMMUNICATIONS GROUP, INC. A provider of mail processing and handling services, lettershop services, and commercial printing services. 12.5% Senior Subordinated Note due 2014 $ 975,000 05/04/07 912,469 959,716 Limited Liability Company Unit (B) 24,109 uts. * 314,464 329,071 Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 3,375 shs. 05/04/07 43,031 48,491 ------------- ------------- 1,269,964 1,337,278 ------------- ------------- MAVERICK ACQUISITION COMPANY A manufacturer of capsules that cover the cork and neck of wine bottles. 7.19% Senior Secured Tranche A Note due 2010 (C) $ 404,877 09/03/04 404,877 399,029 12% Senior Secured Tranche B Note due 2011 $ 313,433 09/03/04 290,225 297,116 Limited Partnership Interest (B) 7.84% int. 09/03/04 58,769 37,983 Warrant, exercisable until 2011, to purchase common stock at $.01 per share (B) 425 shs. 09/03/04 39,473 27,444 ------------- ------------- 793,344 761,572 ------------- ------------- MICROGROUP, INC. A manufacturer of precision parts and assemblies, and a value-added supplier of metal tubing and bars. 12% Senior Subordinated Note due 2013 $ 2,685,614 ** 2,549,861 2,657,149 Common Stock (B) 450 shs. ** 450,000 552,803 Warrant, exercisable until 2013, to purchase common stock at $.02 per share (B) 164 shs. ** 162,974 201,442 ------------- ------------- 3,162,835 3,411,394 ------------- ------------- * 05/04/07 and 01/02/08. ** 08/12/05 and 09/11/06. --------------------------------------------------------------------------------------------------------------------------------- 14
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- MOMENTUM HOLDING CO. A designer and supplier of upholstery fabric to commercial furniture manufacturers and architectural and design firms. 12% Senior Subordinated Note due 2014 $ 1,168,847 08/04/06 $ 1,053,964 $ 1,171,824 Limited Partnership Interest (B) 21.23% int. 08/04/06 106,153 201,552 Warrant, exercisable until 2014, to purchase common stock at $.02 per share (B) 1,107 shs. 08/04/06 107,109 210,095 ------------- ------------- 1,267,226 1,583,471 ------------- ------------- MONESSEN HOLDING CORPORATION A designer and manufacturer of a broad line of gas, wood, and electric hearth products and accessories. 12% Senior Subordinated Note due 2014 (D) $ 2,550,000 03/31/06 2,360,875 2,295,000 Warrant, exercisable until 2014, to purchase common stock at $.02 per share (B) 152 shs. 03/31/06 138,125 -- ------------- ------------- 2,499,000 2,295,000 ------------- ------------- MORTON INDUSTRIAL GROUP, INC. A manufacturer of highly engineered metal fabricated components. 12% Senior Subordinated Note due 2014 (D) $ 2,440,909 08/25/06 2,242,151 2,196,818 30% Series A Preferred Stock (B) 17,051 shs. 03/03/08 17,051 15,346 Common Stock (B) 109,091 shs. 08/25/06 109,091 -- Warrant, exercisable until 2014, to purchase common stock at $.02 per share (B) 173,633 shs. 08/25/06 149,940 -- ------------- ------------- 2,518,233 2,212,164 ------------- ------------- MOSS, INC. A manufacturer and distributor of large display and exhibit structures. Limited Partnership Interest of Riverside Capital Appreciation Fund I, L.P. (B) 37.37% int. * 348,620 1,162,564 Warrant, exercisable until 2010, to purchase common stock at $.01 per share (B) 214 shs. 12/21/05 36,647 71,373 ------------- ------------- 385,267 1,233,937 ------------- ------------- NABCO, INC. A producer of explosive containment vessels in the United States. 14% Senior Subordinated Note due 2014 $ 712,219 02/24/06 641,853 356,109 Limited Liability Company Unit (B) 825 uts. ** 825,410 -- Warrant, exercisable until 2016, to purchase common stock at $.01 per share (B) 129 shs. 02/24/06 37,188 -- ------------- ------------- 1,504,451 356,109 ------------- ------------- * 09/20/00, 05/23/02 and 02/21/07. ** 02/24/06 and 06/22/07. --------------------------------------------------------------------------------------------------------------------------------- 15
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- NAVIS GLOBAL A designer, manufacturer, seller and servicer of finishing machinery for the knit and woven segments of the global textile industry. 12% Senior Subordinated Note due 2014 (D) $ 1,234,551 05/28/04 $ 1,103,763 $ 617,276 8.75% Senior Secured Note due 2011 $ 573,025 05/28/04 573,028 560,428 Common Stock (B) 674,157 shs. 05/28/04 674,157 -- Warrant, exercisable until 2012, to purchase common stock at $.01 per share (B) 203,912 shs. 05/28/04 130,789 -- ------------- ------------- 2,481,737 1,177,704 ------------- ------------- NESCO HOLDINGS CORPORATION A sales and leasing company that provides equipment to the electric utility, telecommunications, and various other industries. 12% Senior Subordinated Note due 2015 $ 2,125,000 08/02/07 1,888,243 2,132,985 Common Stock (B) 425,000 shs. 08/02/07 425,000 403,750 Warrant, exercisable until 2015, to purchase common stock at $.01 per share (B) 119,360 shs. 08/02/07 194,257 1,194 ------------- ------------- 2,507,500 2,537,929 ------------- ------------- NETSHAPE TECHNOLOGIES, INC. A manufacturer of powder metal and metal injection molded precision components used in industrial, consumer, and other applications. 12% Senior Subordinated Note due 2014 $ 1,530,000 02/02/07 1,408,570 1,415,682 Limited Partnership Interest of Saw Mill PCG Partners LLC (B) 1,020 uts. 02/01/07 1,020,000 344,655 Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 91 shs. 02/02/07 90,830 30,691 ------------- ------------- 2,519,400 1,791,028 ------------- ------------- NYLONCRAFT, INC. A supplier of engineered plastic components for the automotive industry. 9% Senior Secured Note due 2009 $ 812,500 01/28/02 812,500 771,875 11.5% Senior Subordinated Note due 2012 $ 1,500,000 01/28/02 1,424,850 1,125,000 Common Stock (B) 312,500 shs. 01/28/02 312,500 -- Warrant, exercisable until 2012, to purchase common stock at $.01 per share (B) 243,223 shs. 01/28/02 162,045 -- ------------- ------------- 2,711,895 1,896,875 ------------- ------------- OAKRIVER TECHNOLOGY, INC. Designs, engineers and assembles high precision automated process equipment for the medical device industry, with a focus on defibrillators and stents. 10% Senior Secured Note due 2012 $ 521,956 01/03/06 514,126 501,545 13% Senior Subordinated Note due 2013 $ 687,241 01/03/06 624,086 650,304 Common Stock (B) 322,307 shs. 01/03/06 322,307 -- Warrant, exercisable until 2013, to purchase common stock at $.01 per share (B) 75,378 shs. 01/03/06 62,824 -- ------------- ------------- 1,523,343 1,151,849 ------------- ------------- --------------------------------------------------------------------------------------------------------------------------------- 16
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- OLYMPIC SALES, INC. A boat retailer in Washington state, Oregon, California and British Columbia. 12% Senior Subordinated Note due 2008 (D) $ 1,022,000 08/07/98 $ 1,022,000 $ 459,900 12% Senior Subordinated Note due 2008 (D) $ 307,071 02/09/00 268,283 138,182 Limited Partnership Interest of Riverside VIII, VIII-A and VIII-B Holding Company, L.P. 20.58% int. * 1,555,992 -- Warrants, exercisable until 2008, to purchase common stock at $.01 per share (B) 28,648 shs. ** 389,188 -- ------------- ------------- 3,235,463 598,082 ------------- ------------- ONTARIO DRIVE & GEAR LTD. A manufacturer of all-wheel drive, off-road amphibious vehicles and related accessories. Limited Liability Company Unit (B) 3,667 uts. 01/17/06 572,115 1,077,920 Warrant, exercisable until 2013, to purchase common stock at $.01 per share (B) 619 shs. 01/17/06 170,801 181,991 ------------- ------------- 742,916 1,259,911 ------------- ------------- P A S HOLDCO LLC An independent provider of maintenance, repair and overhaul services to the aerospace gas turbine engine and airframe markets. 14% Senior Subordinated Note due 2014 $ 2,244,497 07/03/06 2,142,984 2,225,001 Preferred Unit (B) 382 uts. 07/03/06 382,150 448,644 Preferred Unit (B) 69 uts. 07/03/06 68,790 80,759 Common Unit Class I (B) 148 uts. 07/03/06 -- -- Common Unit Class L (B) 31 uts. 07/03/06 -- -- ------------- ------------- 2,593,924 2,754,404 ------------- ------------- P I I HOLDING CORPORATION A manufacturer of plastic film and bags for the general industrial, medical, and food industries. 12% Senior Subordinated Note due 2013 $ 2,295,000 03/31/06 2,164,265 2,304,788 Preferred Stock (B) 36 shs. 03/31/06 329,596 385,863 Common Stock (B) 23 shs. 03/31/06 25,500 68,113 Warrant, exercisable until 2013, to purchase common stock at $.01 per share (B) 13 shs. 03/31/06 11,122 39,621 ------------- ------------- 2,530,483 2,798,385 ------------- ------------- PACIFIC CONSOLIDATED HOLDINGS LLC A manufacturer of rugged, mobile liquid and gaseous oxygen and nitrogen generating systems used in the global defense, oil & gas, and medical sectors. 12% Senior Subordinated Note due 2012 $ 1,304,624 04/27/07 1,202,384 1,217,434 Limited Liability Company Unit (B) 1,754,707 uts. 04/27/07 63,233 -- ------------- ------------- 1,265,617 1,217,434 ------------- ------------- * 08/07/98, 02/23/99, 12/22/99 and 02/25/03. ** 08/07/98 and 02/09/00. --------------------------------------------------------------------------------------------------------------------------------- 17
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- PARADIGM PACKAGING, INC. A manufacturer of plastic bottles and closures for the nutritional, pharmaceutical, personal care and food packaging markets. 12% Senior Subordinated Note due 2011 $ 2,125,000 12/19/00 $ 2,001,716 $ 2,061,431 Membership Interests of MM/Lincap PPI Investments, Inc., LLC (B) 2.42% int. 12/21/00 265,625 -- ------------- ------------- 2,267,341 2,061,431 ------------- ------------- POSTLE ALUMINUM COMPANY LLC A manufacturer and distributor of aluminum extruded products. 12% Senior Subordinated Note due 2014 $ 2,040,000 10/02/06 1,901,841 2,013,840 Limited Liability Company Unit 1,384 uts. 10/02/06 510,000 341,905 Warrant, exercisable until 2016, to purchase common stock at $.01 per share (B) 344 shs. 10/02/06 124,644 85,038 ------------- ------------- 2,536,485 2,440,783 ------------- ------------- POWER SERVICES HOLDING COMPANY A provider of industrial motor repair services, predictive and preventative maintenance, and performance improvement consulting, serving the petrochemical, mining, power generation, metals, and paper industries. 12% Senior Subordinated Note due 2016 $ 2,372,093 02/11/08 2,161,368 2,323,927 Limited Partnership Interest 177,729 uts. 02/11/08 177,729 168,843 Warrant, exercisable until 2016, to purchase common stock at $.01 per share (B) 1,322 shs. 02/11/08 167,588 13 ------------- ------------- 2,506,685 2,492,783 ------------- ------------- PROTEIN GENETICS, INC. A producer of bovine artificial insemination products, related breeding and healthcare products and specialty genetics sold to the dairy and beef industries. 9.8% Redeemable Exchangeable Preferred Stock (B) 1,004 shs. 08/12/94 100,350 -- Common Stock (B) 2,600 shs. * 126,866 -- ------------- ------------- 227,216 -- ------------- ------------- QUALIS AUTOMOTIVE LLC A distributor of aftermarket automotive brake and chassis products. 12% Senior Subordinated Note due 2012 $ 1,770,833 05/28/04 1,555,991 1,754,387 Common Stock 354,167 shs. 05/28/04 354,166 315,207 Warrant, exercisable until 2012, to purchase common stock at $.01 per share 377,719 shs. 05/28/04 377,719 336,168 ------------- ------------- 2,287,876 2,405,762 ------------- ------------- QUALSERV CORPORATION A provider of foodservice equipment and supplies to major restaurant chains and their franchisees. Limited Partnership Interest (B) 9.26% int. 07/09/04 1 -- ------------- ------------- * 08/12/94 and 11/14/01. --------------------------------------------------------------------------------------------------------------------------------- 18
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- R A J MANUFACTURING HOLDINGS LLC A designer and manufacturer of women's swimwear sold under a variety of licensed brand names. 12.5% Senior Subordinated Note due 2014 $ 2,267,190 12/15/06 $ 2,090,363 $ 2,255,407 Limited Liability Company Unit (B) 2,828 uts. 12/15/06 282,810 173,215 Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 3 shs. 12/15/06 131,483 81,685 ------------- ------------- 2,504,656 2,510,307 ------------- ------------- R E I DELAWARE HOLDING, INC. An engineer and manufacturer of highly complex, close tolerance components, assemblies, tooling and custom automation equipment primarily for aerospace, medical and defense/radar markets. 12% Senior Subordinated Note due 2016 $ 2,550,000 01/18/08 2,467,911 2,506,858 Warrant, exercisable until 2018, to purchase common stock at $.01 per share (B) 6 shs. 01/18/08 31,089 -- ------------- ------------- 2,499,000 2,506,858 ------------- ------------- RADIAC ABRASIVES, INC. A manufacturer of bonded abrasive and super abrasive grinding wheels in the United States. 12% Senior Subordinated Note due 2014 $ 2,260,638 02/10/06 2,119,268 2,305,851 Common Stock (B) 289,362 shs. 02/10/06 289,362 377,516 Warrant, exercisable until 2016, to purchase common stock at $.01 per share (B) 131,555 shs. 02/10/06 119,796 171,633 ------------- ------------- 2,528,426 2,855,000 ------------- ------------- ROYAL BATHS MANUFACTURING COMPANY A manufacturer and distributor of acrylic and cultured marble bathroom products. 12.5% Senior Subordinated Notes due 2011 $ 1,062,500 11/14/03 994,393 1,036,612 Warrant, exercisable until 2011, to purchase common stock at $.01 per share (B) 140 shs. 11/14/03 122,946 94,006 ------------- ------------- 1,117,339 1,130,618 ------------- ------------- SAFETY SPEED CUT MANUFACTURING COMPANY, INC. A manufacturer of vertical panel saws and routers for the wood working industry. Class B Common Stock (B) 1,480 shs. 06/02/99 256,212 1,037,897 ------------- ------------- SAVAGE SPORTS HOLDING, INC. A manufacturer of sporting firearms. 12% Senior Subordinated Note due 2012 $ 1,538,793 09/10/04 1,462,491 1,526,461 Common Stock (B) 612 shs. * 642,937 701,742 Warrant, exercisable until 2012, to purchase common stock at $.01 per share (B) 134 shs. 09/10/04 113,578 153,214 ------------- ------------- 2,219,006 2,381,417 ------------- ------------- * 09/10/04 and 10/05/07. --------------------------------------------------------------------------------------------------------------------------------- 19
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- SMART SOURCE HOLDINGS LLC A short-term computer rental company. 12% Senior Subordinated Note due 2015 $ 2,223,076 * $ 2,023,240 $ 2,210,536 Limited Liability Company Unit (B) 619 uts. * 638,061 588,487 Warrant, exercisable until 2015, to purchase common stock at $.01 per share (B) 157 shs. * 164,769 2 ------------- ------------- 2,826,070 2,799,025 ------------- ------------- SPECIALTY FOODS GROUP, INC. A manufacturer and distributor of branded meat products. Limited Partnership Interest of MHD Holdings LLC (B) 1.43% int. 08/29/00 684,724 -- ------------- ------------- STANTON CARPET HOLDING CO. A designer and marketer of high and mid-priced decorative carpets and rugs. 12.13% Senior Subordinated Note due 2014 $ 2,239,024 08/01/06 2,114,820 2,204,305 Common Stock (B) 311 shs. 08/01/06 310,976 459,805 Warrant, exercisable until 2014, to purchase common stock at $.02 per share (B) 104 shs. 08/01/06 93,293 153,135 ------------- ------------- 2,519,089 2,817,245 ------------- ------------- T H I ACQUISITION, INC. A machine servicing company providing value-added steel services to long steel products. 12% Senior Subordinated Note due 2016 $ 2,550,000 01/14/08 2,410,946 2,504,587 Warrant, exercisable until 2016, to purchase common stock at $.01 per share (B) 9 shs. 01/14/08 88,054 -- ------------- ------------- 2,499,000 2,504,587 ------------- ------------- TANGENT RAIL CORPORATION A manufacturer of rail ties and provider of specialty services to the North American railroad industry. 13% Senior Subordinated Note due 2013 $ 2,217,385 10/14/05 1,947,527 2,217,385 Common Stock (B) 2,203 shs. 10/14/05 2,203 931,978 Warrant, exercisable until 2013, to purchase common stock at $.01 per share (B) 1,167 shs. 10/14/05 294,403 493,699 ------------- ------------- 2,244,133 3,643,062 ------------- ------------- * 08/31/07 and 03/06/08. --------------------------------------------------------------------------------------------------------------------------------- 20
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- TERRA RENEWAL SERVICES, INC. A provider of wastewater residual management and required environmental reporting, permitting, nutrient management planning and record keeping to companies involved in poultry and food processing. 6.7% Senior Secured Tranche B Note due 2012 (C) $ 28,852 * $ 28,708 $ 28,064 6.97% Senior Secured Tranche B Note due 2012 (C) $ 1,490,220 * 1,485,215 1,449,505 12% Senior Subordinated Note due 2014 $ 1,162,110 ** 1,110,921 1,156,509 Limited Partnership Interest of Saw Mill Capital Fund V, L.P. (B) 3.97% int. 03/01/05 116,285 677,375 Warrant, exercisable until 2016, to purchase common stock at $.01 per share (B) 72 shs. 04/28/06 59,041 117,774 ------------- ------------- 2,800,170 3,429,227 ------------- ------------- TORRENT GROUP HOLDINGS, INC. A contractor specializing in the sales and installation of engineered drywells for the retention and filtration of stormwater and nuisance water flow. 12.5% Senior Subordinated Note due 2013 $ 2,239,024 10/26/07 2,102,363 2,198,622 Series A Preferred Stock (B) 414 shs. 10/26/07 414,051 393,348 ------------- ------------- 2,516,414 2,591,970 ------------- ------------- TOTAL E & S, INC. A manufacturer of a wide variety of equipment used in the oil and gas industry. 10.5% Senior Secured Term Note due 2013 $ 851,351 03/02/07 838,581 849,331 13% Senior Subordinated Note due 2014 $ 598,450 03/02/07 490,608 596,252 Common Stock (B) 125,199 shs. 03/02/07 125,199 76,045 Warrant, exercisable until 2014 to purchase common stock at $.01 per share (B) 34,533 shs. 03/02/07 95,873 20,975 ------------- ------------- 1,550,261 1,542,603 ------------- ------------- THE TRANZONIC COMPANIES A producer of commercial and industrial supplies, such as safety products, janitorial supplies, work apparel, washroom and restroom supplies and sanitary care products. 13% Senior Subordinated Note due 2010 $ 2,712,000 02/05/98 2,590,992 2,712,000 Common Stock (B) 630 shs. 02/04/98 630,000 846,384 Warrant, exercisable until 2009, to purchase common stock at $.01 per share (B) 444 shs. 02/05/98 368,832 596,499 ------------- ------------- 3,589,824 4,154,883 ------------- ------------- TRANSPAC HOLDING COMPANY A designer, importer, and wholesaler of home decor and seasonal gift products. 12% Senior Subordinated Note due 2015 $ 1,773,006 10/31/07 1,653,763 1,726,311 Common Stock (B) 209 shs. 10/31/07 208,589 198,161 Warrant, exercisable until 2015, to purchase common stock at $.01 per share (B) 94 shs. 10/31/07 87,607 1 ------------- ------------- 1,949,959 1,924,473 ------------- ------------- * 04/28/06 and 12/21/06. ** 04/28/06 and 09/13/06. --------------------------------------------------------------------------------------------------------------------------------- 21
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- TRANSTAR HOLDING COMPANY A distributor of aftermarket automotive transmission parts. 12% Senior Subordinated Note due 2014 $ 1,734,000 08/31/05 $ 1,671,552 $ 1,765,414 Common Stock (B) 1,078 shs. * 1,078,450 1,366,125 Warrant, exercisable until 2013, to purchase common stock at $.02 per share (B) 86 shs. 08/31/05 77,485 108,864 ------------- ------------- 2,827,487 3,240,403 ------------- ------------- TRUCK BODIES & EQUIPMENT INTERNATIONAL A designer and manufacturer of accessories for heavy and medium duty trucks, primarily dump bodies, hoists, various forms of flat-bed bodies, landscape bodies and other accessories. 12% Senior Subordinated Note due 2013 (D) $ 2,309,541 ** 2,141,949 2,078,587 Common Stock (B) 742 shs. ** 800,860 -- Warrant, exercisable until 2013, to purchase common stock at $.02 per share (B) 153 shs. ** 159,894 -- ------------- ------------- 3,102,703 2,078,587 ------------- ------------- TRUSTILE DOORS, INC. A manufacturer and distributor of interior doors. Warrant, exercisable until 2010, to purchase common stock at $.01 per share (B) 5,781 shs. 04/11/03 76,089 191,255 ------------- ------------- U M A ENTERPRISES, INC. An importer and wholesaler of home decor products. 15% Senior Subordinated Note due 2015 $ 1,670,389 02/08/08 1,637,088 1,651,353 Convertible Preferred Stock (B) 887 shs. 02/08/08 886,956 842,612 ------------- ------------- 2,524,044 2,493,965 ------------- ------------- U-LINE CORPORATION A manufacturer of high-end, built-in, undercounter ice making, wine storage and refrigeration appliances. 12.5% Senior Subordinated Note due 2012 $ 1,882,100 04/30/04 1,747,845 1,843,897 Common Stock (B) 182 shs. 04/30/04 182,200 158,287 Warrant, exercisable until 2012, to purchase common stock at $.01 per share (B) 230 shs. 04/30/04 211,736 200,178 ------------- ------------- 2,141,781 2,202,362 ------------- ------------- VICTORY VENTURES LLC An acquirer of controlling or substantial interests in other entities. Series A Preferred Units (B) 1 ut. 12/02/96 937 -- ------------- ------------- * 08/31/05 and 04/30/07. ** 07/19/05 and 12/22/05. --------------------------------------------------------------------------------------------------------------------------------- 22
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- VISIONEERING, INC. A designer and manufacturer of tooling and fixtures for the aerospace industry. 10.5% Senior Secured Term Loan due 2013 $ 802,941 05/17/07 $ 790,897 $ 798,668 13% Senior Subordinated Note due 2014 $ 648,530 05/17/07 585,734 642,798 Common Stock (B) 123,529 shs. 05/17/07 123,529 65,171 Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 35,006 shs. 05/17/07 55,055 18,468 ------------- ------------- 1,555,215 1,525,105 ------------- ------------- VITALITY FOODSERVICE, INC. A non-carbonated beverage dispensing company focused on the foodservice industry. 13% Senior Subordinated Note due 2011 $ 1,887,288 09/24/04 1,776,567 1,742,708 Common Stock (B) 26,456 shs. * 264,558 203,030 Warrant, exercisable until 2011, to purchase common stock at $.01 per share (B) 23,787 shs. 09/24/04 186,883 182,547 ------------- ------------- 2,228,008 2,128,285 ------------- ------------- VITEX PACKAGING GROUP, INC. A manufacturer of specialty packaging, primarily envelopes and tags used on tea bags. 12.5% Senior Subordinated Note due 2012 $ 1,700,000 07/19/04 1,483,065 1,530,000 14.5% PIK Note due 2010 $ 212,500 06/30/07 192,717 191,250 Limited Liability Company Unit Class A (B) 414,375 uts. 07/19/04 414,375 -- Limited Liability Company Unit Class B (B) 182,935 uts. 07/19/04 182,935 -- ------------- ------------- 2,273,092 1,721,250 ------------- ------------- WAGGIN' TRAIN HOLDINGS LLC A producer of premium quality meat dog treats. 14% Senior Subordinated Note due 2014 $ 2,143,448 11/15/07 2,100,617 2,082,700 Limited Liability Company Unit Class B (B) 423 uts. 11/15/07 422,652 401,518 Limited Liability Company Unit Class C (B) 423 uts. 11/15/07 -- 4 ------------- ------------- 2,523,269 2,484,222 ------------- ------------- WALLS INDUSTRIES, INC. A provider of branded workwear and sporting goods apparel. Limited Partnership Interest (B) 0.40% int. 07/12/04 3,728 4,901 Common Stock (B) 4,028 shs. 12/21/07 -- 5,295 ------------- ------------- 3,728 10,196 ------------- ------------- WELLBORN FOREST HOLDING CO. A manufacturer of semi-custom kitchen and bath cabinetry. 12.13% Senior Subordinated Note due 2014 $ 1,721,250 11/30/06 1,610,874 1,656,314 Common Stock (B) 191 shs. 11/30/06 191,250 116,260 Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 95 shs. 11/30/06 86,493 58,042 ------------- ------------- 1,888,617 1,830,616 ------------- ------------- * 09/24/04 and 12/22/06. --------------------------------------------------------------------------------------------------------------------------------- 23
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors June 30, 2008 (UNAUDITED)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- WORKPLACE MEDIA HOLDING CO. A direct marketer specializing in providing advertisers with access to consumers in the workplace. 13% Senior Subordinated Note due 2015 $ 1,159,196 05/14/07 $ 1,059,051 $ 1,043,266 Limited Partnership Interests (B) 23.16% int. 05/14/07 115,804 -- Warrant, exercisable until 2015, to purchase common stock at $.02 per share (B) 88 shs. 05/14/07 83,462 -- ------------- ------------- 1,258,317 1,043,266 ------------- ------------- TOTAL PRIVATE PLACEMENT INVESTMENTS (E) 175,459,086 167,491,096 ------------- ------------- --------------------------------------------------------------------------------------------------------------------------------- 24
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors June 30, 2008 (UNAUDITED)
SHARES OR INTEREST DUE PRINCIPAL CORPORATE RESTRICTED SECURITIES:(A) (CONTINUED) RATE DATE AMOUNT COST FAIR VALUE ------ -------- ------------ ------------ ------------ RULE 144A SECURITIES - 4.22%: (A) BONDS - 4.22% American Tire Distributor (C) 8.948% 04/01/12 $ 1,000,000 $ 950,000 $ 915,000 Cenveo Corporation 10.500 08/15/16 100,000 100,000 98,750 Charter Communications Op LLC 8.000 04/30/12 800,000 767,250 756,000 Compucom Systems, Inc. 12.500 10/01/15 1,330,000 1,286,856 1,230,250 Douglas Dynamics LLC 7.750 01/15/12 1,010,000 955,421 866,075 G F S I, Inc. (C) 10.500 06/01/11 750,000 719,745 712,500 Intergen NV 9.000 06/30/17 750,000 743,918 776,250 Markwest Energy Oerationg Co. 8.750 04/15/18 125,000 123,979 127,813 Nortek, Inc. 10.000 12/01/13 175,000 173,175 166,250 Packaging Dynamics Corporation of America 10.000 05/01/16 1,200,000 1,195,276 798,000 Rock-Tenn Co. 9.250 03/15/16 1,075,000 1,117,509 1,139,500 Ryerson, Inc. 12.000 11/01/15 65,000 65,000 64,513 SandRidge Energy, Inc. 8.000 06/01/18 360,000 364,523 361,800 Tenneco, Inc. 8.125 11/15/15 100,000 100,000 90,500 Tunica-Biloxi Gaming Authority 9.000 11/15/15 1,075,000 1,104,075 1,042,750 TXU Energy Company LLC 10.250 11/01/15 1,250,000 1,262,188 1,225,000 Videotron, Ltd. 9.125 04/15/18 40,000 39,373 42,100 ------------ ------------ TOTAL BONDS 11,068,288 10,413,051 ------------ ------------ CONVERTIBLE PREFERRED STOCK - 0.00% ETEX Corporation (B) 777 716 -- ------------ ------------ TOTAL CONVERTIBLE PREFERRED STOCK 716 -- ------------ ------------ PREFERRED STOCK - 0.00% TherOX, Inc. (B) 103 4,131 -- ------------ ------------ TOTAL PREFERRED STOCK 4,131 -- ------------ ------------ COMMON STOCK - 0.00% Touchstone Health Partnership (B) 1,168 4,254 -- ------------ ------------ TOTAL COMMON STOCK 4,254 -- ------------ ------------ TOTAL RULE 144A SECURITIES 11,077,389 10,413,051 ------------ ------------ TOTAL CORPORATE RESTRICTED SECURITIES $186,536,475 $177,904,147 ------------ ------------ --------------------------------------------------------------------------------------------------------------------------------- 25
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2008 (UNAUDITED)
INTEREST DUE PRINCIPAL MARKET CORPORATE PUBLIC SECURITIES - 30.60%:(A) RATE DATE AMOUNT COST VALUE ------ -------- ------------ ------------ ------------ BONDS - 28.38% A M C Entertainment, Inc. 11.000% 02/01/16 $ 1,315,000 $ 1,322,176 $ 1,301,850 Activant Solutions, Inc. 9.500 05/01/16 150,000 150,000 118,500 ALH Fin LLC / ALH Fin Corporation 8.500 01/15/13 870,000 839,213 796,050 Appleton Papers, Inc. 8.125 06/15/11 300,000 300,000 283,500 Aramark Corporation (C) 6.373 02/01/15 200,000 200,000 187,000 Aramark Corporation 8.500 02/01/15 500,000 502,500 490,000 Atlas Pipeline Partners 8.125 12/15/15 200,000 200,000 196,500 Bally Total Fitness Holdings Corporation (F) 14.000 10/01/13 90,000 73,350 18,000 Basic Energy Services 7.125 04/15/16 225,000 225,000 218,810 Berry Plastics Corporation (C) 7.463 02/15/15 500,000 471,851 478,750 Boyd Gaming Corporation 7.125 02/01/16 1,300,000 1,066,500 958,750 Brigham Exploration Co. 9.625 05/01/14 1,200,000 1,167,903 1,176,000 Bristow Group, Inc. 7.500 09/15/17 650,000 661,093 651,625 CCH I Holdings LLC 11.125 01/15/14 550,000 351,438 313,500 Cablevision Systems Corporation (C) 7.133 04/01/09 300,000 300,000 300,000 Cablevision Systems Corporation 8.000 04/15/12 1,000,000 1,010,275 945,000 Cenveo Corporation 7.875 12/01/13 1,300,000 1,192,500 1,085,500 Chaparral Energy, Inc. 8.875 02/01/17 1,500,000 1,491,780 1,301,250 Cincinnati Bell, Inc. 8.375 01/15/14 1,100,000 1,007,500 1,064,250 Clayton Williams Energy, Inc. 7.750 08/01/13 1,200,000 1,179,000 1,152,000 Community Health Systems, Inc. 8.875 07/15/15 1,200,000 1,169,415 1,207,500 Delta Petroleum Corporation 7.000 04/01/15 750,000 661,875 641,250 Dynegy Holdings, Inc. 6.875 04/01/11 500,000 422,500 494,375 Dynegy Holdings, Inc. 7.500 06/01/15 500,000 446,548 461,250 Dynegy Holdings, Inc. 8.375 05/01/16 330,000 330,000 320,100 Edison Mission Energy 7.750 06/15/16 55,000 55,000 54,725 Esterline Technologies 7.750 06/15/13 200,000 200,000 201,000 Ford Motor Credit Co. 7.375 10/28/09 1,250,000 1,246,875 1,138,474 Gencorp, Inc. 9.500 08/15/13 259,000 259,000 255,115 General Motors Acceptance Corporation 7.750 01/19/10 1,250,000 1,272,972 1,068,914 Goodyear Tire & Rubber Co. 7.857 08/15/11 1,400,000 1,342,750 1,391,250 Graham Packaging Corporation 8.500 10/15/12 280,000 268,800 265,300 Great Lakes Dredge & Dock Corporation 7.750 12/15/13 1,000,000 948,750 947,500 H C A, Inc. 9.250 11/15/16 1,475,000 1,517,700 1,519,250 Hawker Beechcraft Acquisition Co. 9.750 04/01/17 1,600,000 1,628,766 1,600,000 Hughes Network Systems 9.500 04/15/14 1,575,000 1,603,189 1,592,719 Inergy LP 8.250 03/01/16 470,000 481,787 462,950 --------------------------------------------------------------------------------------------------------------------------------- 26
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors June 30, 2008 (UNAUDITED)
INTEREST DUE PRINCIPAL MARKET CORPORATE PUBLIC SECURITIES:(A)(CONTINUED) RATE DATE AMOUNT COST VALUE ------ -------- ------------ ------------ ------------ Intelsat Bermuda Ltd. 9.250% 06/15/16 $ 1,365,000 $ 1,415,018 $ 1,375,238 Interline Brands, Inc. 8.125 06/15/14 1,300,000 1,291,107 1,254,500 Interpublic Group of Companies 5.400 11/15/09 500,000 487,500 486,250 Kansas City Southern Railway 8.000 06/01/15 100,000 100,000 101,250 Kar Holdings, Inc. 8.750 05/01/14 50,000 50,000 43,500 Kar Holdings, Inc. 10.000 05/01/15 1,000,000 926,448 840,000 Koppers, Inc. 9.875 10/15/13 477,000 477,000 500,850 L-3 Communications Holdings, Inc. 6.125 07/15/13 1,000,000 995,000 945,000 Leucadia National Corporation 7.000 08/15/13 1,000,000 1,008,492 970,000 Liberty Media Corporation 5.700 05/15/13 1,000,000 951,610 896,175 Majestic Star Casino LLC 9.500 10/15/10 500,000 500,000 415,000 Manitowoc Company, Inc. 7.125 11/01/13 200,000 200,000 190,000 Mariner Energy, Inc. 8.000 05/15/17 1,100,000 1,097,588 1,064,250 Markwest Energy Operating Co. 6.875 11/01/14 950,000 930,563 895,375 Mediacom Broadband LLC 8.500 10/15/15 1,500,000 1,517,042 1,340,625 N R G Energy, Inc. 7.375 02/01/16 175,000 175,000 164,719 N T L Cable PLC 9.125 08/15/16 1,380,000 1,415,697 1,293,750 Neiman Marcus Group, Inc. 10.375 10/15/15 1,000,000 1,011,661 1,000,000 Newark Group, Inc. 9.750 03/15/14 850,000 796,863 569,500 North American Energy Partners 8.750 12/01/11 1,165,000 1,174,764 1,176,650 O E D Corp./Diamond Jo Company Guarantee 8.750 04/15/12 1,000,000 985,960 910,000 Petrohawk Energy Corporation 9.125 07/15/13 1,500,000 1,521,691 1,537,500 Pliant Corporation 11.125 09/01/09 550,000 539,000 464,750 Pliant Corporation (C) 11.850 06/15/09 1,049,329 1,059,598 1,054,576 Polypore, Inc. 8.750 05/15/12 1,960,000 1,893,800 1,950,200 Pregis Corporation 12.375 10/15/13 1,000,000 981,490 967,500 Quality Distribution, Inc. (C) 7.213 01/15/12 545,000 546,890 327,000 Quebecor Media, Inc. 7.750 03/15/16 1,375,000 1,281,423 1,278,750 Range Resources Corporation 7.250 05/01/18 50,000 50,000 49,625 RBS Global & Rexnord Corporation 11.750 08/01/16 275,000 284,309 264,000 Rental Service Corporation 9.500 12/01/14 1,500,000 1,489,029 1,252,500 Scholastic Corporation 5.000 04/15/13 1,500,000 1,278,750 1,250,609 Seneca Gaming Corporation 7.250 05/01/12 500,000 477,500 468,750 Shaw Communications, Inc. 7.250 04/06/11 400,000 414,031 404,000 Sheridan Acquisition Corporation 10.250 08/15/11 375,000 370,001 345,000 Stanadyne Corporation 10.000 08/15/14 1,500,000 1,500,000 1,455,000 Steel Dynamics, Inc. 6.750 04/01/15 700,000 695,000 670,250 Stewart & Stevenson LLC 10.000 07/15/14 1,500,000 1,535,385 1,481,250 --------------------------------------------------------------------------------------------------------------------------------- 27
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2008 (UNAUDITED)
INTEREST DUE PRINCIPAL MARKET CORPORATE PUBLIC SECURITIES:(A)(CONTINUED) RATE DATE AMOUNT COST VALUE ------ -------- ------------ ------------ ------------ Stratos Global 9.875% 02/15/13 $ 575,000 $ 578,037 $ 608,063 Tekni-Plex, Inc. 8.750 11/15/13 650,000 654,947 542,750 Tenneco, Inc. 8.625 11/15/14 1,000,000 1,002,253 882,500 Texas Industries, Inc. 7.250 07/15/13 70,000 70,000 69,650 Time Warner Telecom Holdings 9.250 02/15/14 1,000,000 1,009,636 1,022,500 Titan International, Inc. 8.000 01/15/12 1,070,000 1,062,100 1,048,600 Transdigm, Inc. 7.750 07/15/14 500,000 503,725 493,750 Trimas Corporation 9.875 06/15/12 1,073,000 982,375 946,923 Tube City IMS Corporation 9.750 02/01/15 1,500,000 1,486,491 1,383,750 United Components, Inc. 9.375 06/15/13 1,080,000 1,080,873 1,009,800 United Rentals, Inc. 7.750 11/15/13 625,000 625,000 500,000 United Rentals, Inc. 7.000 02/15/14 500,000 500,000 387,500 Vought Aircraft Industries 8.000 07/15/11 1,650,000 1,618,101 1,534,500 Warner Music Group Corporation 7.375 04/15/14 275,000 275,000 228,594 Waste Services, Inc. 9.500 04/15/14 1,100,000 1,120,433 1,111,000 ------------ ------------ TOTAL BONDS 73,562,187 70,082,279 ------------ ------------ COMMON STOCK - 2.04% Chase Packaging Corporation (B) 9,541 -- 1,717 Comcast Corporation 33,200 613,868 629,804 Directed Electronics, Inc. (B) 368,560 1,856,534 626,552 EnerNOC, Inc. (B) 46,500 1,283,262 834,675 ITC^DeltaCom, Inc. (B) 178,666 1,563,328 535,998 Intrepid Potash, Inc. (B) 365 11,680 24,010 PepsiAmericas, Inc. 92,145 2,006,365 1,822,628 Supreme Industries, Inc. 115,721 267,323 563,561 ------------ ------------ TOTAL COMMON STOCK 7,602,360 5,038,945 ------------ ------------ CONVERTIBLE BONDS - 0.18% Citadel Broadcasting Corporation 4.000% 02/15/11 583,000 452,554 448,181 ------------ ------------ TOTAL CONVERTIBLE BONDS 452,554 448,181 ------------ ------------ TOTAL CORPORATE PUBLIC SECURITIES $ 81,617,101 $ 75,569,405 ------------ ------------ --------------------------------------------------------------------------------------------------------------------------------- 28
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors June 30, 2008 (UNAUDITED)
INTEREST DUE PRINCIPAL MARKET SHORT-TERM SECURITIES: RATE/YIELD DATE AMOUNT COST VALUE ---------- -------- ------------ ------------ ------------ COMMERCIAL PAPER - 6.91% Alcoa, Inc. 2.701% 07/21/08 $ 4,920,000 $ 4,912,073 $ 4,912,073 Bank of Scotland PLC 2.602 07/08/08 850,000 849,570 849,570 Duke Energy Carolinas LLC 2.852 07/01/08 4,873,000 4,873,000 4,873,000 International Lease Finance Corporation 2.852 07/05/08 2,036,000 2,035,839 2,035,839 P P G Industries, Inc. 2.902 07/03/08 2,000,000 1,999,678 1,999,678 Textron Financial Corporation 2.904 07/14/08 2,394,000 2,391,493 2,391,493 ------------ ------------ TOTAL SHORT-TERM SECURITIES $ 17,061,653 $ 17,061,653 ------------ ------------ TOTAL INVESTMENTS 109.56% $285,215,229 $270,535,205 ============ ============ Other Assets 3.16 7,790,489 Liabilities (12.72) (31,401,050) ------ ------------ TOTAL NET ASSETS 100.00% $246,924,644 ====== ============ (A) In each of the convertible note, warrant, convertible preferred and common stock investments, the issuer has agreed to provide certain registration rights. (B) Non-income producing security. (C) Variable rate security; rate indicated is as of 06/30/08. (D) Defaulted security; interest not accrued. (E) Illiquid securities. At June 30, 2008, the value of these securities amounted to $167,491,096 or 67.83% of net assets. (F) Security valued at fair value using methods determined in good faith by or under the direction of the Board of Trustees. * Effective yield at purchase PIK - Payment-in-kind --------------------------------------------------------------------------------------------------------------------------------- 29
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors June 30, 2008 (UNAUDITED)
Fair Value/ Fair Value/ Industry Classification Market Value Industry Classification Market Value ------------ ------------ AEROSPACE - 3.77% BROADCASTING & ENTERTAINMENT - 3.54% Esterline Technologies $ 201,000 CCH I Holdings LLC $ 313,500 Gencorp, Inc. 255,115 Cablevision Systems Corporation 1,245,000 Hughes Network Systems 1,592,719 Cenveo Corporation 1,184,250 L-3 Communications Holdings, Inc. 945,000 Charter Communications Op LLC 756,000 P A S Holdco LLC 2,754,404 Citadel Broadcasting Corporation 448,181 Transdigm, Inc. 493,750 Comcast Corporation 629,804 Visioneering, Inc. 1,525,105 Interpublic Group of Companies 486,250 Vought Aircraft Industries 1,534,500 Liberty Media Corporation 896,175 ------------ Mediacom Broadband LLC 1,340,625 9,301,593 Shaw Communications, Inc. 404,000 ------------ Workplace Media Holding Co. 1,043,266 AUTOMOBILE - 7.89% ------------ American Tire Distributor 915,000 8,747,051 Ford Motor Credit Co. 1,138,474 ------------ Fuel Systems Holding Corporation 1,768,984 BUILDINGS & REAL ESTATE - 1.07% General Motors Acceptance Corporation 1,068,914 K W P I Holdings Corporation 2,372,013 Goodyear Tire & Rubber Co. 1,391,250 Texas Industries, Inc. 69,650 Jason, Inc. 1,366,104 TruStile Doors, Inc. 191,255 Nyloncraft, Inc. 1,896,875 ------------ Ontario Drive & Gear Ltd. 1,259,911 2,632,918 Qualis Automotive LLC 2,405,762 ------------ Tenneco, Inc. 973,000 CHEMICAL, PLASTICS & RUBBER - 0.44% Titan International, Inc. 1,048,600 Capital Specialty Plastics, Inc. 558,932 Transtar Holding Company 3,240,403 Koppers, Inc. 500,850 United Components, Inc. 1,009,800 Intrepid Potash, Inc. 24,010 ------------ ------------ 19,483,077 1,083,792 ------------ ------------ BEVERAGE, DRUG & FOOD - 2.69% CONSUMER PRODUCTS - 8.16% Aramark Corporation 677,000 Aero Holdings, Inc. 3,048,122 Golden County Foods Holding, Inc. 1,991,758 ALH Fin LLC/ALH Fin Corporation 796,050 PepsiAmericas, Inc. 1,822,628 Bravo Sports Holding Corporation 2,665,303 Specialty Foods Group, Inc. -- G F S I, Inc. 712,500 Vitality Foodservice, Inc. 2,128,285 K N B Holdings Corporation 2,663,688 ------------ Kar Holdings, Inc. 883,500 6,619,671 Momentum Holding Co. 1,583,471 ------------ R A J Manufacturing Holdings LLC 2,510,307 Royal Baths Manufacturing Company 1,130,618 The Tranzonic Companies 4,154,883 Walls Industries, Inc. 10,196 ------------ 20,158,638 ------------ ---------------------------------------------------------------------------------------------------------------------------------- 30
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors June 30, 2008 (UNAUDITED)
Fair Value/ Fair Value/ Industry Classification:(Continued) Market Value Industry Classification Market Value ------------ ------------ CONTAINERS, PACKAGING & GLASS - 5.39% DIVERSIFIED/CONGLOMERATE, SERVICE - 5.76% Berry Plastics Corporation (C) $ 478,750 Advanced Technologies Holdings $ 2,501,869 Chase Packaging Corporation 1,717 CapeSuccess LLC -- Flutes, Inc. 1,390,691 Diversco, Inc./DHI Holdings, Inc. 1,503,115 Graham Packaging Corporation 265,300 Dwyer Group, Inc. 1,432,118 Maverick Acquisition Company 761,572 Fowler Holding, Inc. 2,275,189 P I I Holding Corporation 2,798,385 GQ Holdings LLC 2,541,360 Packaging Dynamics Corporation of America 798,000 Insurance Claims Management, Inc. 102,672 Paradigm Packaging, Inc. 2,061,431 Interline Brands, Inc. 1,254,500 Pliant Corporation 1,519,326 Mail Communications Group, Inc. 1,337,278 Pregis Corporation 967,500 Moss, Inc. 1,233,937 Tekni-Plex, Inc. 542,750 Videotron, Ltd. 42,100 Vitex Packaging Group, Inc. 1,721,250 ------------ ------------ 14,224,138 13,306,672 ------------ ------------ ELECTRONICS - 1.12% DISTRIBUTION - 0.66% Connecticut Electric, Inc. 2,146,578 Duncan Systems, Inc. 1,637,788 Directed Electronics, Inc. 626,552 QualServ Corporation -- ------------ ------------ 2,773,130 1,637,788 ------------ ------------ FARMING & AGRICULTURE - 1.01% DIVERSIFIED/CONGLOMERATE, Protein Genetics, Inc. -- MANUFACTURING - 7.17% Waggin' Train Holdings LLC 2,484,222 A H C Holding Company, Inc. 2,496,654 ------------ Activant Solutions, Inc. 118,500 2,484,222 Arrow Tru-Line Holdings, Inc. 1,646,586 ------------ Douglas Dynamics LLC 866,075 FINANCIAL SERVICES - 2.70% Evans Consoles, Inc. 925,965 A W X Holdings Corporation 1,561,815 Great Lakes Dredge & Dock Corporation 947,500 Hawker Beechcraft Acquisition Co. 1,600,000 Nortek, Inc. 166,250 Highgate Capital LLC -- Polypore, Inc. 1,950,200 Leucadia National Corporation 970,000 Postle Aluminum Company LLC 2,440,783 Nesco Holdings Corp. 2,537,929 Radiac Abrasives, Inc. 2,855,000 Victory Ventures LLC -- RBS Global & Rexnord Corporation 264,000 ------------ Trimas Corporation 946,923 6,669,744 Truck Bodies & Equipment International 2,078,587 ------------ ------------ HEALTHCARE, EDUCATION & CHILDCARE - 4.54% 17,703,023 A T I Acquisition Company 2,539,953 ------------ American Hospice Management Holding LLC 3,370,981 Community Health Systems, Inc. 1,207,500 F H S Holdings LLC 2,578,572 H C A, Inc. 1,519,250 Touchstone Health Partnership -- ------------ 11,216,256 ------------ ---------------------------------------------------------------------------------------------------------------------------------- 31
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2008 (UNAUDITED)
Fair Value/ Fair Value/ Industry Classification:(Continued) Market Value Industry Classification Market Value ------------ ------------ HOME & OFFICE FURNISHINGS, HOUSEWARES, MACHINERY - 9.90% AND DURABLE CONSUMER PRODUCTS - 8.59% Davis-Standard LLC $ 3,358,633 Connor Sport Court International, Inc. $ 1,000,568 E S P Holdco, Inc. 2,488,964 H M Holding Company -- Integration Technology Systems, Inc. -- Home Decor Holding Company 2,265,845 K-Tek Holdings Corporation 2,477,475 Justrite Manufacturing Acquisition Co. 1,840,827 Manitowoc Company, Inc. 190,000 K H O F Holdings, Inc. 2,536,936 Morton Industrial Group, Inc. 2,212,164 Monessen Holding Corporation 2,295,000 Navis Global 1,177,704 Stanton Carpet Holding Co. 2,817,245 NetShape Technologies, Inc. 1,791,028 Transpac Holdings Company 1,924,473 Pacific Consolidated Holdings LLC 1,217,434 U M A Enterprises, Inc. 2,493,965 Power Services Holding Company 2,492,783 U-Line Corporation 2,202,362 R E I Delaware Holding, Inc. 2,506,858 Wellborn Forest Holding Co. 1,830,616 Safety Speed Cut Manufacturing Company, Inc. 1,037,897 ------------ Stanadyne Corporation 1,455,000 21,207,837 Stewart & Stevenson LLC 1,481,250 ------------ Supreme Industries, Inc. 563,561 LEISURE, AMUSEMENT, ENTERTAINMENT - 3.69% ------------ A M C Entertainment, Inc. 1,301,850 24,450,751 Bally Total Fitness Holding Corporation 18,000 ------------ Boyd Gaming Corporation 958,750 MEDICAL DEVICES/BIOTECH - 2.40% Electra Bicycle Company LLC 1,378,626 Coeur, Inc. 1,178,212 Majestic Star Casino LLC 415,000 E X C Acquisition Corporation 184,908 O E D Corp/Diamond Jo Company Guarantee 910,000 ETEX Corporation -- Savage Sports Holding, Inc. 2,381,417 MicroGroup, Inc. 3,411,394 Seneca Gaming Corporation 468,750 OakRiver Technology, Inc. 1,151,849 Tunica-Biloxi Gaming Authority 1,042,750 TherOX, Inc. -- Warner Music Group Corporation 228,594 ------------ ------------ 5,926,363 9,103,737 ------------ ------------ MINING, STEEL, IRON & NON PRECIOUS METALS - 1.87% Ryerson, Inc. 64,513 Steel Dynamics, Inc. 670,250 T H I Acquisition, Inc. 2,504,587 Tube City IMS Corporation 1,383,750 ------------ 4,623,100 ------------ NATURAL RESOURCES - 0.72% Appleton Papers, Inc. 283,500 Rock-Tenn Co. 1,139,500 SandRidge Energy, Inc. 361,800 ------------ 1,784,800 ------------ ---------------------------------------------------------------------------------------------------------------------------------- 32
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2008 (UNAUDITED)
Fair Value/ Fair Value/ Industry Classification:(Continued) Market Value Industry Classification Market Value ------------ ------------ OIL & GAS - 3.71% TELECOMMUNICATIONS - 2.39% Atlas Pipeline Partners $ 196,500 Cincinnati Bell, Inc. $ 1,064,250 Basic Energy Services 218,810 Intelsat Bermuda Ltd. 1,375,238 Brigham Exploration Co. 1,176,000 ITC^DeltaCom, Inc. 535,998 Bristow Group, Inc. 651,625 N T L Cable PLC 1,293,750 Chaparral Energy, Inc. 1,301,250 Stratos Global 608,063 Clayton Williams Energy, Inc. 1,152,000 Time Warner Telecom Holdings 1,022,500 Delta Petroleum Corporation 641,250 ------------ Mariner Energy, Inc. 1,064,250 5,899,799 North American Energy Partners 1,176,650 ------------ Range Resources Corporation 49,625 TRANSPORTATION - 1.79% Total E & S, Inc. 1,542,603 NABCO, Inc. 356,109 ------------ Kansas City Southern Railway 101,250 9,170,563 Quality Distribution, Inc. 327,000 ------------ Tangent Rail Corporation 3,643,062 PHARMACEUTICALS - 1.27% ------------ CorePharma LLC 2,620,909 4,427,421 Enzymatic Therapy, Inc. 518,414 ------------ ------------ UTILITIES - 2.64% 3,139,323 Dynegy Holdings, Inc. 1,275,725 ------------ Edison Mission Energy 54,725 PUBLISHING/PRINTING - 1.40% Inergy LP 462,950 Newark Group, Inc. 569,500 Intergen NV 776,250 Quebecor Media, Inc. 1,278,750 Markwest Energy Operating Co. 1,023,188 Scholastic Corporation 1,250,609 N R G Energy, Inc. 164,719 Sheridan Acquisition Corporation 345,000 Petrohawk Energy Corporation 1,537,500 ------------ TXU Energy Company LLC 1,225,000 3,443,859 ------------ ------------ 6,520,057 RETAIL STORES - 1.51% ------------ Neiman Marcus Group, Inc. 1,000,000 WASTE MANAGEMENT / POLLUTION - 2.89% Olympic Sales, Inc. 598,082 Terra Renewal Services, Inc. 3,429,227 Rental Service Corporation 1,252,500 Torrent Group Holdings, Inc. 2,591,970 United Rentals, Inc. 887,500 Waste Services, Inc. 1,111,000 ------------ ------------ 3,738,082 7,132,197 ------------ ------------ TECHNOLOGY - 1.97% Total Corporate Restricted and Compucom Systems, Inc. 1,230,250 Public Securities - 102.65% $253,473,552 EnerNOC, Inc. 834,675 ============ Smart Source Holdings LLC 2,799,025 ------------ 4,863,950 ------------ See notes to Consolidated Financial Statements ---------------------------------------------------------------------------------------------------------------------------------- 33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. HISTORY MassMutual Corporate Investors (the "Trust") commenced operations in 1971 as a Delaware corporation. Pursuant to an Agreement and Plan of Reorganization dated November 14, 1985, approved by shareholders, the Trust was reorganized as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts, effective November 28, 1985. The Trust is a closed-end management investment company. Babson Capital Management LLC ("Babson Capital"), a wholly-owned indirect subsidiary of Massachusetts Mutual Life Insurance Company ("MassMutual"), acts as its investment adviser. The Trust's investment objective is to maintain a portfolio of securities providing a fixed yield and at the same time offering an opportunity for capital gains. The Trust's principal investments are privately placed, below-investment grade, long-term debt obligations with equity features such as common stock, warrants, conversion rights, or other equity features and, occasionally, preferred stocks. The Trust typically purchases these investments, which are not publicly tradable, directly from their issuers in private placement transactions. These investments are typically mezzanine debt instruments with accompanying private equity securities made to small or middle market companies. In addition, the Trust may temporarily invest, subject to certain limitations, in marketable investment grade debt securities, other marketable debt securities (including high yield securities) and marketable common stocks. Below investment grade or high yield securities have predominantly speculative characteristics with respect to the capacity of the issuer to pay interest and repay capital. On January 27,1998, the Board of Trustees authorized the formation of a wholly-owned subsidiary of the Trust ("MMCI Subsidiary Trust") for the purpose of holding certain investments. The results of MMCI Subsidiary Trust have been included in the accompanying financial statements. Footnote 2.D below discusses the federal tax consequences of the MMCI Subsidiary Trust. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed consistently by the Trust in the preparation of its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. A. VALUATION OF INVESTMENTS: Valuation of a security in the Trust's portfolio is made on the basis of market price whenever market quotations are readily available and all securities of the same class held by the Trust can be readily sold in such market. Nearly all securities which are acquired by the Trust directly from the issuers and shares into which such securities may be converted or which may be purchased on the exercise of warrants attached to such securities will be subject to legal or contractual delays in, or restrictions on, resale and will therefore be "restricted securities." Generally speaking, as contrasted with open-market sales of unrestricted securities which may be effected immediately if the market is adequate, restricted securities can be sold only in a public offering for which a registration statement is in effect under the Securities Act of 1933, as amended (the "1933 Act"), or pursuant to a transaction that is exempt from registration under the 1933 Act. The value of restricted securities, and of any other assets for which there are no reliable market quotations, is the fair value as determined in good faith by the Trust's Board of Trustees (the "Trustees"). Each restricted security is valued by the Trustees at the time of its acquisition and at least quarterly thereafter. The Trustees have established guidelines to aid in the valuation of each security. Generally, restricted securities are initially valued at cost or less at the time of acquisition by the Trust. Values greater or less than cost are used thereafter for restricted securities in appropriate circumstances. Among the factors ordinarily considered are the existence of restrictions upon the sale of a security held by the Trust; an estimate of the existence and extent of a market for the security; the extent of any discount at which the security was acquired; the estimated period of time during which the security will not be freely marketable; the estimated expenses of registering or otherwise qualifying the security for public sale; estimated underwriting commissions if underwriting would be required to effect a sale; in the case of a convertible security, whether or not it would trade on the basis of its stock equivalent; in the case of a debt obligation which would trade independently of any equity equivalent, the current yields on comparable securities; the estimated amount of the floating supply of such securities available for purchase; the proportion of the issue held by the Trust; changes in the financial condition and prospects of the issuer; the existence of merger proposals or tender offers affecting the issuer; and any other factors affecting fair value, all in accordance with the Investment Company Act of 1940, as amended (the "1940 Act"). In making valuations, opinions of counsel may be relied upon as to whether or not securities are restricted securities and as to the legal requirements for public sale. When market quotations are readily available for unrestricted securities of an issuer, restricted securities of the same class are generally valued at a discount from the market price of such unrestricted securities. The Trustees, however, consider all factors in fixing any discount, including the filing of a registration statement for such securities under the 1933 Act and any other developments which are likely to increase the probability that the securities may be publicly sold by the Trust without restriction. The Trustees meet at least once each quarter to approve the value of the Trust's portfolio securities as of the close of business on the last business day of the preceding quarter. This valuation requires the approval of a majority of the Trustees of the Trust, -------------------------------------------------------------------------------- 34 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MassMutual Corporate Investors (CONTINUED) (UNAUDITED) including a majority of the Trustees who are not interested persons of the Trust or of Babson Capital. In making valuations, the Trustees will consider reports by Babson Capital analyzing each portfolio security in accordance with the relevant factors referred to above. Babson Capital has agreed to provide such reports to the Trust at least quarterly. The consolidated financial statements include private placement restricted securities valued at $167,491,096 (67.83% of net assets) as of June 30, 2008 whose values have been estimated by the Trustees in the absence of readily ascertainable market values. Due to the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. The values for Rule 144A restricted securities and corporate public securities are stated at the last reported sales price or at prices based upon quotations obtained from brokers and dealers as of June 30, 2008, subject to discount where appropriate, and are approved by the Trustees. Short-term securities with more than sixty days to maturity are valued at fair value and short-term securities having a maturity of sixty days or less are valued at amortized cost, which approximates market value. B. ACCOUNTING FOR INVESTMENTS: Investment transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis, including the amortization of premiums and accretion of discounts on bonds held using the yield-to-maturity method. The Trust does not accrue income when payment is delinquent and when management believes payment is questionable. Realized gains and losses on investment transactions and unrealized appreciation and depreciation of investments are reported for financial statement and federal income tax purposes on the identified cost method. C. USE OF ESTIMATES: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. D. FEDERAL INCOME TAXES: The Trust has elected to be taxed as a "regulated investment company" under the Internal Revenue Code, and intends to maintain this qualification and to distribute substantially all of its net taxable income to its shareholders. In any year when net long-term capital gains are realized by the Trust, management, after evaluating the prevailing economic conditions, will recommend that the Trustees either designate the net realized long-term gains as undistributed and pay the federal capital gains taxes thereon or distribute all or a portion of such net gains. The Trust is taxed as a regulated investment company and is therefore limited as to the amount of non-qualified income that it may receive as the result of operating a trade or business, e.g. the Trust's pro rata share of income allocable to the Trust by a partnership operating company. The Trust's violation of this limitation could result in the loss of its status as a regulated investment company, thereby subjecting all of its net income and capital gains to corporate taxes prior to distribution to its shareholders. The Trust, from time-to-time, identifies investment opportunities in the securities of entities that could cause such trade or business income to be allocable to the Trust. The MMCI Subsidiary Trust (described in Footnote 1, above) was formed in order to allow investment in such securities without adversely affecting the Trust's status as a regulated investment company. The MMCI Subsidiary Trust is not taxed as a regulated investment company. Accordingly, prior to the Trust's receiving any distributions from the MMCI Subsidiary Trust, all of the MMCI Subsidiary Trust's taxable income and realized gains, including non-qualified income and realized gains, is subject to taxation at prevailing corporate tax rates. For the six months ended June 30, 2008, the MMCI Subsidiary Trust has not accrued any income tax expense. In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes -- An interpretation of FASB Statement No. 109 ("FIN 48"). Management has analyzed the Trust's tax positions taken on federal income tax returns for all open tax years and has concluded that as of June 30, 2008, no provision for income tax would be required in the Trust's financial statements. The Trust's federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue. E. DISTRIBUTIONS TO SHAREHOLDERS: The Trust records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. The Trust's net investment income dividend is declared four times per year, in April, July, October, and December. The Trust's net realized capital gain distribution, if any, is declared in December. F. EXPENSE REDUCTION: Citibank, N.A. ("Citibank") serves as custodian to the Trust. Pursuant to the custodian agreement, Citibank receives a fee reduced by credits on cash balances the Trust maintains with Citibank. All credit balances, if any, used to reduce the -------------------------------------------------------------------------------- 35 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Trust's custodian fees are reported as fees paid indirectly on the Statement of Operations. For the six months ended June 30, 2008, there were no credit balances used to reduce custodian fees. 3. INVESTMENT SERVICES CONTRACT A. SERVICES: Under an Investment Services Contract (the "Contract") with the Trust, Babson Capital agrees to use its best efforts to present to the Trust a continuing and suitable investment program consistent with the investment objectives and policies of the Trust. Babson Capital 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. Under the Contract, Babson Capital also provides administration of the day-to-day operations of the Trust and provides the Trust with office space and office equipment, accounting and bookkeeping services, and necessary executive, clerical and secretarial personnel for the performance of the foregoing services. B. FEE: For its services under the Contract, Babson Capital is paid a quarterly investment advisory fee of 0.3125% of the net asset value of the Trust as of the last business day of each fiscal quarter, which is approximately equal to 1.25% annually. A majority of the Trustees, including a majority of the Trustees who are not interested persons of the Trust or of Babson Capital, approve the valuation of the Trust's net assets as of such day. C. BASIS FOR BOARD RENEWAL OF CONTRACT: At a meeting of the Board of Trustees held on April 25, 2008, the Trustees (including a majority of the Trustees who are not "interested persons" of the Trust or Babson Capital) unanimously approved a one year continuance of the Contract. Prior to the meeting, the Trustees requested and received from Ropes & Gray LLP, counsel to the Trust, a memorandum describing the Board of Trustees' legal responsibilities in connection with its review and reapproval of the Contract. The Trustees also requested and received from Babson Capital extensive written and oral information regarding, among other matters: the principal terms of the Contract; the reasons why Babson Capital was proposing the continuance of the Contract; Babson Capital and its personnel; the Trust's investment performance, including comparative performance information; the nature and quality of the services provided by Babson Capital to the Trust; financial strength of Babson Capital; the fee arrangement between Babson Capital and the Trust; fee and expense information, including comparative fee and expense information; profitability of the advisory arrangement to Babson Capital; and "fallout" benefits to Babson Capital resulting from the Contract. Among other things, the Trustees discussed and considered with management (i) the aforementioned guidance provided by Ropes & Gray LLP and the information provided by Babson Capital prior to the meeting and (ii) the reasons Babson Capital put forth in support of the continuance of the Contract. These considerations are summarized below. NATURE, EXTENT AND QUALITY OF SERVICES TO BE PROVIDED BY BABSON CAPITAL TO THE TRUST In evaluating the scope and quality of the services provided by Babson Capital to the Trust, the Trustees considered, among other factors: (i) the scope of services required to be provided by Babson Capital to the Trust under the Contract; (ii) Babson Capital's ability to find and negotiate private placement securities having equity features that are consistent with the stated investment objectives of the Trust; (iii) the experience and quality of Babson Capital's staff; (iv) the strength of Babson Capital's financial condition; (v) the nature of the private placement market compared to public markets (including the fact that finding, analyzing, negotiating and servicing private placement securities is more labor-intensive than buying and selling public securities and the administration of private placement securities is more extensive, expensive, and requires greater time and expertise than a portfolio of only public securities); (vi) the potential advantages afforded to the Trust by its ability to co-invest in negotiated private placements with MassMutual and its affiliates; and (vii) the expansion of the scope of services provided by Babson Capital as a result of recent regulatory and legislative initiatives that have required increased legal, compliance and business attention and diligence. Based on such considerations, the Board of Trustees concluded that, overall, it is satisfied with the nature, extent and quality of services provided by Babson Capital, and are expected to be provided in the future, under the renewed Contract. INVESTMENT PERFORMANCE The Board also examined the Trust's short-term, intermediateterm, and long-term performance as compared against various benchmark indices presented at the meeting. In addition, the Trustees considered comparisons of the Trust's performance with the performance of (i) selected closed-end investment companies and funds that may invest in private placement securities and/or bank loans; (ii) selected business development companies with comparable types of investments; and (iii) investment companies included in the Lipper closed-end bond universe. It was acknowledged that, while such comparisons are helpful in judging performance, they are not directly comparable in terms of types of investments due to the fact that business development companies often report returns based on market value, which is affected by factors other than the performance of the underlying portfolio investments. Based on these considerations and the detailed performance information provided to the Trustees at the regular Board meetings each -------------------------------------------------------------------------------- 36 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MassMutual Corporate Investors (CONTINUED) (UNAUDITED) quarter, the Trustees concluded that the Trust's absolute and relative performance over time have been sufficient to warrant renewal of the Contract. ADVISORY FEE/COST OF SERVICES PROVIDED AND PROFITABILITY/MANAGER'S "FALL-OUT" BENEFITS In connection with the Trustees' consideration of the advisory fee paid by the Trust to Babson Capital under the Contract, Babson Capital noted that it was unaware of any registered closed-end investment companies that are directly comparable to the Trust in terms of the types of investments and percentages invested in private placement securities (which require more extensive advisory and administrative services than a portfolio of publicly traded securities, as previously discussed) other than MassMutual Participation Investors ("MMPI"), which also is advised by Babson Capital. Under the terms of MMPI's Investment Advisory and Administrative Services Contract with Babson Capital, MMPI is charged a quarterly investment advisory fee of 0.225% of net asset value as of the end of each quarter, which is approximately equal to .90% annually. In considering the fee rate provided in the Contract, the Trustees also noted the higher fees charged by Babson Capital to Tower Square Capital Partners, L.P. and Tower Square Capital Partners II, L.P., both private mezzanine funds also managed by Babson Capital. At the request of the Trustees, Babson Capital provided information concerning the profitability of Babson Capital's advisory relationship with the Trust. The Trustees also considered the non-economic benefits Babson Capital and its affiliates derived from its relationship with the Trust, including the reputational benefits derived from having the Trust listed on the New York Stock Exchange, and the de minimis amount of commissions resulting from the Trust's portfolio transactions used by Babson Capital for third-party soft dollar arrangements. The Trustees recognized that Babson Capital should be entitled to earn a reasonable level of profit for services provided to the Trust and, based on their review, concluded that they were satisfied that Babson Capital's historical level of profitability from its relationship with the Trust was not excessive and that the advisory fee structure under the Contract is reasonable. ECONOMIES OF SCALE Finally, the Trustees considered the concept of economies of scale and possible advisory fee reductions if the Trust were to grow in assets. Given that the Trust is not continuously offering shares, such growth comes principally from retained net realized gain on investments and dividend reinvestment. The Trustees also examined the breakpoint features of selected competitive funds. The Trustees concluded that the absence of breakpoints in the fee schedule under the Contract was currently acceptable given the Trust's current size and closed-end fund structure. 4. SENIOR SECURED INDEBTEDNESS A. NOTE PAYABLE: MassMutual holds the Trust's $30,000,000 Senior Fixed Rate Convertible Note (the "Note") issued by the Trust on November 15, 2007. The Note, is due November 15, 2017 and accrues interest at 5.28% per annum. MassMutual, at its option, can convert the principal amount of the Note into common shares. The dollar amount of principal would be converted into an equivalent dollar amount of common shares based upon the average price of the common shares for ten business days prior to the notice of conversion. For the six months ended June 30, 2008, the Trust incurred total interest expense on the Note of $792,000. The Trust may redeem the Note, in whole or in part, at the principal amount proposed to be redeemed together with the accrued and unpaid interest thereon through the redemption date plus the Make Whole Premium. The Make Whole Premium equals the excess of (i) the present value of the scheduled payments of principal and interest which the Trust would have paid but for the proposed redemption, discounted at the rate of interest of U.S. Treasury obligations whose maturity approximates that of the Note plus 0.50% over (ii) the principal of the Note proposed to be redeemed. B. REVOLVING CREDIT AGREEMENT: The Trust's $25,000,000 revolving credit agreement (the "Revolver") with The Royal bank of Scotland PLC matured on May 31, 2008. For the six month period ended June 30, 2008, the Trust incurred total expense on the Revolver of $15,574. The expense was incurred on the undrawn portion of the Revolver from January 1, 2008 to the maturity date on May 31, 2008. 5. PURCHASES AND SALES OF INVESTMENTS FOR THE SIX MONTHS ENDED 6/30/2008 COST OF PROCEEDS FROM INVESTMENTS SALES OR ACQUIRED MATURITIES -------- ---------- Corporate restricted securities $ 24,938,660 $ 35,160,776 Corporate public securities 22,365,222 12,810,665 The aggregate cost of investments is substantially the same for financial reporting and federal income tax purposes as of June 30, 2008. The net unrealized depreciation of investments for financial reporting and federal tax purposes as of June 30, 2008 is $14,680,024 and consists of $15,500,582 appreciation and $30,180,606 depreciation. -------------------------------------------------------------------------------- 37 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 6. QUARTERLY RESULTS OF INVESTMENT OPERATIONS March 31, 2008 Amount Per Share ----------- ------------ Investment income $ 6,551,682 Net investment income 5,208,711 $ 0.56 Net realized and unrealized loss on investments (net of taxes) (7,409,784) (0.80) June 30, 2008 Amount Per Share ----------- ------------ Investment income $ 5,878,119 Net investment income 4,557,413 $ 0.49 Net realized and unrealized loss on investments (net of taxes) (3,210,632) (0.35) 7. AGGREGATE REMUNERATION PAID TO OFFICERS, TRUSTEES, AND THEIR AFFILIATED PERSONS For the six months ended June 30, 2008, the Trust paid its Trustees aggregate remuneration of $100,750. During the year the Trust did not pay any compensation to any of its Trustees who are "interested persons" (as defined by the 1940 Act) of the Trust. The Trust classifies Messrs. Crandall and Joyal as "interested persons" of the Trust. All of the Trust's officers are employees of Babson Capital or MassMutual. Pursuant to the Contract, the Trust does not compensate its officers who are employees of Babson Capital or MassMutual (except for the Chief Compliance Officer of the Trust unless assumed by Babson Capital). For the six months ended June 30, 2008, Babson Capital paid the compensation of the Chief Compliance Officer of the Trust. Mr. Crandall, one of the Trust's Trustees, is an "affiliated person" (as defined by the 1940 Act) of MassMutual and Babson Capital. The Trust did not make any payments to Babson Capital for the six months ended June 30, 2008, other than amounts payable to Babson Capital pursuant to the Contract. For the six months ended June 30, 2008, the Trust paid the following amounts to MassMutual, exclusive of interest expense on the Note explained in Footnote 4A: Preparation of Certain of the Trust's Shareholder Communications $ 1,376 8. RESULTS OF SHAREHOLDER MEETING The Annual Meeting of Shareholders was held on Friday, April 25, 2008. The Shareholders were asked to vote to elect as trustees Michael H. Brown, Corine T. Norgaard, and Maleyne M. Syracuse for three year terms. The Shareholders approved the proposals. The Trust's other trustees, William J. Barrett, Donald E. Benson, Roger W. Crandall, Martin T. Hart, Donald Glickman, and Robert E. Joyal, continued to serve their respective terms following the April 25, 2008 Annual Shareholders Meeting. The results of the Shareholder voting are set forth below. % OF SHARES SHARES FOR WITHHELD TOTAL VOTED FOR ---------- -------- ----- --------- Michael H. Brown 7,582,169 86,774 7,668,943 98.87% Corine T. Norgaard 7,550,414 118,528 7,668,943 98.45% Maleyne M. Syracuse 7,577,192 91,751 7,668,943 98.80% 9. FAIR VALUE MEASUREMENTS Effective January 1, 2008, the Trust adopted FASB Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157"). FAS 157 clarifies the definition of fair value, establishes a framework for measuring fair values, and requires additional disclosures about the use of fair value measurements. FAS 157 requires companies to provide expanded information about the assets and liabilities measured at fair value and the potential effect of these fair valuations of an entity's financial performance. Various inputs are used in determining the value of the Trust's investments. Using the hierarchy established under FAS 157, these inputs are summarized in the three broad levels listed below: Level 1: quoted prices in active markets for identical securities Level 2: other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) Level 3: significant unobservable inputs (including the Trust's own assumptions in determining the fair value of investments) The inputs and methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Trust's net assets as of June 30, 2008: ASSETS TOTAL LEVEL 1 LEVEL 2 LEVEL 3 ----------------------------------------------------------------------------- Private Securities $177,904,147 $ -- $10,413,051 $167,491,096 Public Securities 75,569,405 5,038,945 70,512,460 18,000 Short-term Securities 17,061,653 -- 17,061,653 -- ----------------------------------------------------------------------------- TOTAL $270,535,205 $5,038,945 $97,987,164 $167,509,096 -------------------------------------------------------------------------------- 38 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MassMutual Corporate Investors (CONTINUED) (UNAUDITED) Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value: PRIVATE PUBLIC SHORT-TERM ASSETS SECURITIES SECURITIES SECURITIES TOTAL ---------------------------------------------------------------------------- Beginning balance at 12/31/2007 $175,656,605 $74,700 $ -- $175,731,305 Total Gains or Losses (realized/unrealized) included in earnings* (3,474,523) (56,700) -- (3,531,223) Purchases, sales, issuances & settlements (net) (4,690,986) -- -- (4,690,986) ---------------------------------------------------------------------------- ENDING BALANCE AT 6/30/08 $167,491,096 $18,000 $ -- $167,509,096 * The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to Level 3 assets still held at 6/30/08 is $(5,850,343). -------------------------------------------------------------------------------- 39 THIS PAGE IS INTENTIONALLY LEFT BLANK -------------------------------------------------------------------------------- 40 MEMBERS OF THE BOARD OF OFFICERS TRUSTEES Roger W. Crandall Donald Glickman Chairman Robert E. Joyal Clifford M. Noreen President William J. Barrett James M. Roy Michael H. Brown Vice president & Chief Financial officer Donald E. Benson* Rodney j. Dillman Dr. Corine T. Norgaard* Vice President, Secretary & Chief Legal Officer Roger W. Crandall Jill A. Fields Martin T. Hart* Vice President Maleyne M. Syracuse Michael P. Hermsen Vice President *Member of the Audit committee Mary Wilson Kibbe Vice President Michael L. Klofas Vice President Richard E. Spencer, II Vice President Daniel J. Florence Treasurer John T. Davitt, Jr. Comptroller Melissa M. LaGrant Chief Compliance Officer DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN MassMutual Corporate Investors offers a Dividend Reinvestment and Share Purchase Plan. The Plan provides a simple way for shareholders to add to their holdings in the Trust through the receipt of dividend shares issued by the Trust or through the investment of cash dividends in Trust shares purchased in the open market. A shareholder may join the Plan by filling out and mailing an authorization card to Shareholder Financial Services, Inc., the Transfer Agent. Participating shareholders will continue to participate until they notify the Transfer Agent, in writing, of their desire to terminate participation. Unless a shareholder elects to participate in the Plan, he or she will, in effect, have elected to receive dividends and distributions in cash. Participating shareholders may also make additional contributions to the Plan from their own funds. Such contributions may be made by personal check or other means in an amount not less than $10 nor more than $5,000 per quarter. Cash contributions must be received by the Transfer Agent at least five days (but no more then 30 days) before the payment date of a dividend or distributions. Whenever the Trust declares a dividend payable in cash or shares, the Transfer Agent, acting on behalf of each participating shareholder, will take the dividend in shares only if the net asset value is lower than the market price plus an estimated brokerage commission as of the close of business on the valuation day. The valuation day is the last day preceding the day of dividend payment. When the dividend is to be taken in shares, the number of shares to be received is determined by dividing the cash dividend by the net asset value as of the close of business on the valuation date or, if greater than net asset value, 95% of the closing share price. If the net asset value of the shares is higher than the market value plus an estimated commission, the Transfer Agent, consistent with obtaining the best price and execution, will buy shares on the open market at current prices promptly after the dividend payment date. The reinvestment of dividends does not, in anyway, relieve participating shareholders of any federal, state or local tax. For federal income tax purposes, the amount reportable in respect of a dividend received in newly-issued shares of the Trust will be the fair market value of the shares received, which will be reportable as ordinary income and/or capital gains. As compensation for its services, the Transfer Agent receives a fee of 5% of any dividend and cash contribution (in no event in excess of $2.50 per distribution per shareholder.) Any questions regarding the Plan should be addressed to Shareholder Financial Services, Inc., Agent for MassMutual Corporate Investors' Dividend Reinvestment and Share Purchase Plan, P.O. Box 173673, Denver, CO 80217-3673. -------------------------------------------------------------------------------- [LOGO] MASSMUTUAL CORPORATE INVESTORS CI3343 ITEM 2. CODE OF ETHICS. Not applicable for this filing. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable for this filing. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable for this filing. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable for this filing. ITEM 6. SCHEDULE OF INVESTMENTS A schedule of investments for the Registrant is included as part of this report to shareholders under item 1 of this Form N-CSR. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED END MANAGEMENT INVESTMENT COMPANIES. Not applicable for this filing. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable for this filing. There have been no changes in any of the Portfolio Managers identified in the Registrant's most recent annual report on Form N-CSR. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not Applicable for this filing. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not Applicable for this filing. ITEM 11. CONTROLS AND PROCEDURES. (a) The principal executive officer and principal financial officer of the Registrant evaluated the effectiveness of the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) as of a date within 90 days of the filing date of this report and based on that evaluation have concluded that such disclosure controls and procedures are effective to provide reasonable assurance that material information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) during the Registrant's second fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) ANY CODE OF ETHICS, OR AMENDMENTS THERETO, THAT IS THE SUBJECT OF DISCLOSURE REQUIRED BY ITEM 2, TO THE EXTENT THAT THE REGISTRANT INTENDS TO SATISFY THE ITEM 2 REQUIREMENTS THROUGH THE FILING OF AN EXHIBIT. None. (a)(2) A SEPARATE CERTIFICATION FOR EACH PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER OF THE REGISTRANT AS REQUIRED BY RULE 30a-2 UNDER THE ACT. Attached hereto as EX-99.31.1 Attached hereto as EX-99.31.2 (a)(3) ANY WRITTEN SOLICITATION TO PURCHASE SECURITIES UNDER RULE 23c-1 UNDER THE ACT (17 CFR 270.23c-1) SENT OR GIVEN DURING THE PERIOD COVERED BY THE REPORT BY OR ON BEHALF OF THE REGISTRANT TO 10 OR MORE PERSONS. Not Applicable for this filing. (b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed "filed" for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Attached hereto as EX-99.32 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant): MassMutual Corporate Investors ---------------------------------- By: /s/ Clifford M. Noreen ---------------------------------- Clifford M. Noreen, President ---------------------------------- Date: August 27, 2008 ---------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/ Clifford M. Noreen ---------------------------------- Clifford M. Noreen, President ---------------------------------- Date: August 27, 2008 ---------------------------------- By: /s/ James M. Roy ---------------------------------- James M. Roy, Vice President, and Chief Financial Officer ---------------------------------- Date: August 27, 2008 ------------------------------