-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CH4uMuFkW6qRKygZ4Fqnu9E0HXo9TmtnYkmhf7srAi8UxFL1gVPZfqstJ6IGW5c3 wPyCHs3wTK6ZKOVpT0MK8Q== 0001072613-09-001313.txt : 20090909 0001072613-09-001313.hdr.sgml : 20090909 20090909105858 ACCESSION NUMBER: 0001072613-09-001313 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090909 DATE AS OF CHANGE: 20090909 EFFECTIVENESS DATE: 20090909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASSMUTUAL CORPORATE INVESTORS CENTRAL INDEX KEY: 0000275694 IRS NUMBER: 042483041 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-02183 FILM NUMBER: 091059642 BUSINESS ADDRESS: STREET 1: 1500 MAIN STREET STREET 2: SUITE 600 CITY: SPRINGFIELD STATE: MA ZIP: 01115 BUSINESS PHONE: 4132261000 MAIL ADDRESS: STREET 1: 1500 MAIN STREET STREET 2: SUITE 600 CITY: SPRINGFIELD STATE: MA ZIP: 01115 N-CSRS 1 form-ncsrs_16556.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, P.O. Box 15189, Springfield, MA 01115-5189 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Patricia J. Walsh, Vice President, Secretary and Chief Legal Officer 1500 Main Street, Suite 2800, P.O. Box 15189, 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: 06/30/09 ------------------ 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, 100 F Street NE, Washington, DC 20549. 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 FOR THE SIX MONTHS ENDED JUNE 30, 2009 [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 2200 Springfield, Massachusetts 01115 (413) 226-1516 - -------------------------------------------------------------------------------- INVESTMENT OBJECTIVE AND POLICY MassMutual Corporate Investors (the "Trust") is a closed-end management 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 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 The Trust files its complete schedule of portfolio holdings with the U.S. Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. This information is available (i) on the SEC's website at http://www.sec.gov; and (ii) at the SEC'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 the Trust have delegated proxy voting responsibilities relating to the voting of securities held by the Trust to Babson Capital. 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 the Trust's website: http://www.babsoncapital.com/mci; and (3) on the SEC's 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 the Trust's 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, 2009 We are pleased to present the June 30, 2009 Quarterly Report of MassMutual Corporate Investors (the "Trust"). The Board of Trustees declared a quarterly dividend of 54 cents per share, payable on August 14, 2009 to shareholders of record on August 3, 2009. The Trust had previously paid a 54 cent per share dividend for the preceding quarter. U.S. equity markets, as approximated by the Russell 2000 Index, increased 20.69% for the quarter. U.S. fixed income markets, as approximated by the Barclays Capital U.S. Corporate High Yield Index, increased 23.07% for the quarter. Middle market buyout activity increased moderately during the second quarter as the financial markets continued to stabilize. However, senior lending capacity, one of the key drivers of buyout activity, continues to be limited as banks and other senior capital providers refrain from taking risk. Until senior lending capacity expands, we expect middle market buyout activity to remain sluggish. During the quarter, we closed on two new investments and two add-on investments in existing portfolio companies. Shortly after quarter end, we closed on two additional new investments. While we are pleased with these additions to the portfolio, as new investments continue to be more conservatively structured and attractively priced than has been the market norm for the past few years, we do not expect a sustained rebound in new investment activity for the foreseeable future. We continue to spend considerable time working with our existing portfolio companies. The current weak economic conditions and the difficult banking environment is negatively impacting the ability of many of our portfolio companies to service their debts. We expect this to continue to be the case for at least the rest of 2009. We did have one portfolio company sold during the quarter and we realized a gain on our investment. However, we expect realization activity to remain slow until credit availability improves. During the quarter, the Trust made private placement investments in two new issuers and two "follow-on" investments, totaling approximately $4.6 million. The follow-on investments purchased by the Trust were K P I Holdings, Inc. and Postle Aluminum Company LLC. The two new issuers were Apex Analytix Holding Corporation and Telecorps Holdings, Inc. The weighted average coupon of these investments was 12.64% (A brief description of these investments can be found in the Consolidated Schedule of Investments.) During the quarter ended June 30, 2009, net assets of the Trust increased to $212,219,120 or $22.77 per share compared to $200,245,499 or $21.49 per share on March 31, 2009, which translates into an 8.60% total return for the quarter, based on the change in the Trust's net assets assuming the reinvestment of all dividends. Long term, the Trust returned -6.00%, 2.97%, 10.23%, 10.36%, and 14.01% for the 1-, 3-, 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 57 cents per share in the previous quarter. During the quarter ended June 30, 2009, the market price of the Trust increased 41.3% from $16.99 per share to $24.00 per share. The Trust's market price of $24.00 per share equates to a 5.4% premium to the June 30, 2009 net asset value per share. The Trust's average quarter-end premium for the 3, 5 and 10-year periods was 7.7%, 9.2% and 5.7%, respectively. Thank you for your continued interest in and support of MassMutual Corporate Investors. Sincerely, /s/ Michael L. Klofas Michael L. Klofas President PORTFOLIO COMPOSITION AS OF 6/30/09* [PIE CHART APPEARS HERE] PRIVATE / 144A HIGH PUBLIC HIGH YIELD YIELD DEBT DEBT 66.6% 17.6% PRIVATE / RESTRICTED PUBLIC EQUITY EQUITY 1.1% 13.0% CASH & SHORT TERM INVESTMENTS 1.7% * Based on market value of total investments (including cash) 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, 2009 (UNAUDITED) ASSETS: Investments (See Consolidated Schedule of Investments) Corporate restricted securities at fair value (Cost - $222,258,662) $ 188,674,198 Corporate public securities at market value (Cost - $56,069,298) 44,211,690 Short-term securities at amortized cost 3,275,000 ------------- 236,160,888 Cash 770,848 Interest and dividends receivable 6,136,613 Receivable for investments sold 127,205 Prepaid taxes 250,000 Other assets 12,648 ------------- TOTAL ASSETS 243,458,202 ------------- LIABILITIES: Payable for investments purchased 82,721 Investment advisory fee payable 663,185 Note payable 30,000,000 Interest payable 202,105 Accrued expenses 176,746 Other payables 114,325 ------------- TOTAL LIABILITIES 31,239,082 ------------- TOTAL NET ASSETS $ 212,219,120 ============= NET ASSETS: Common shares, par value $1.00 per share; an unlimited number authorized $ 9,319,509 Additional paid-in capital 112,902,899 Retained net realized gain on investments, prior years 127,688,004 Undistributed net investment income 8,064,210 Accumulated net realized loss on investments (313,430) Net unrealized depreciation of investments (45,442,072) ------------- TOTAL NET ASSETS $ 212,219,120 ============= COMMON SHARES ISSUED AND OUTSTANDING 9,319,509 ============= NET ASSET VALUE PER SHARE $ 22.77 ============= See Notes to Consolidated Financial Statements - -------------------------------------------------------------------------------- 2 CONSOLIDATED STATEMENT OF OPERATIONS MassMutual Corporate Investors FOR THE SIX MONTHS ENDED JUNE 30, 2009 (UNAUDITED) INVESTMENT INCOME: Interest $ 12,315,656 Dividends 18,584 Other 31,011 ------------- TOTAL INVESTMENT INCOME 12,365,251 ------------- EXPENSES: Investment advisory fees 1,288,952 Interest 792,000 Trustees' fees and expenses 109,200 Professional fees 84,000 Reports to shareholders 60,000 Custodian fees 15,000 Transfer agent/registrar's expenses 12,000 Other 82,186 ------------- TOTAL EXPENSES 2,443,338 ------------- INVESTMENT INCOME - NET 9,921,913 ------------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain on investments before taxes 1,434,986 Income tax expense (10,479) ------------- Net realized gain on investments after taxes 1,424,507 Net change in unrealized depreciation of investments (2,238,284) ------------- NET LOSS ON INVESTMENTS (813,777) ------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 9,108,136 ============= See Notes to Consolidated Financial Statements - -------------------------------------------------------------------------------- 3 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2009 (UNAUDITED) NET DECREASE IN CASH: Cash flows from operating activities: Purchases/Proceeds/Maturities from short-term portfolio securities, net $ 2,975,050 Purchases of portfolio securities (19,447,725) Proceeds from disposition of portfolio securities 17,773,705 Interest, dividends, and other income received 9,364,454 Interest expense paid (792,000) Operating expenses paid (1,647,599) Income taxes paid (26,479) ------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 8,199,406 ------------- Cash flows from financing activities: Cash dividends paid from net investment income (10,065,070) ------------- NET CASH USED FOR FINANCING ACTIVITIES (10,065,070) ------------- NET DECREASE IN CASH (1,865,664) Cash - beginning of year 2,636,512 ------------- CASH - END OF PERIOD $ 770,848 ============= RECONCILIATION OF NET INCREASE IN NET ASSETS TO NET CASH PROVIDED BY OPERATING ACTIVITIES: NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 9,108,136 ------------- Decrease in investments 1,630,325 Increase in interest and dividends receivable (2,689,120) Decrease in receivable for investments sold 58,212 Increase in other assets (12,648) Increase in payable for investments purchased 79,143 Increase in investment advisory fee payable 12,737 Increase in accrued expenses 3,650 Decrease in accrued taxes payable (16,000) Increase in other payables 24,971 ------------- TOTAL ADJUSTMENTS TO NET ASSETS FROM OPERATIONS (908,730) ------------- NET CASH PROVIDED BY OPERATING ACTIVITIES $ 8,199,406 ============= See Notes to Consolidated Financial Statements - -------------------------------------------------------------------------------- 4 CONSOLIDATED STATEMENTS MassMutual Corporate Investors OF CHANGES IN NET ASSETS
For the six months ended For the 06/30/09 year ended (Unaudited) 12/31/08 ------------- ------------- INCREASE (DECREASE) IN NET ASSETS: Operations: Investment income - net $ 9,921,913 $ 21,472,294 Net realized gain (loss) on investments 1,424,507 (2,459,420) Net change in unrealized depreciation of investments (2,238,284) (44,140,369) ------------- ------------- Net increase (decrease) in net assets resulting from operations 9,108,136 (25,127,495) Increase from common shares issued on reinvestment of dividends Common shares issued (2008 - 81,890) -- 2,186,860 Dividends to shareholders from: Net investment income (2009 - $0.54 per share; 2008 - $2.16 per share) (5,032,535) (20,078,868) ------------- ------------- TOTAL INCREASE (DECREASE) IN NET ASSETS 4,075,601 (43,019,503) NET ASSETS, BEGINNING OF YEAR 208,143,519 251,163,022 ------------- ------------- NET ASSETS, END OF PERIOD/YEAR (including undistributed net investment income of $8,064,210 and $3,174,832 respectively) $ 212,219,120 $ 208,143,519 ============= =============
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 06/30/2009 ----------------------------------------------------------------------- (Unaudited) 2008 2007 2006 2005 2004 ----------- ----------- ----------- ----------- ----------- ----------- Net asset value: Beginning of year $ 22.33 $ 27.19 $ 27.51 $ 26.06 $ 24.34 $ 21.84 ----------- ----------- ----------- ----------- ----------- ----------- Net investment income (a) 1.06 2.31 2.56 2.27 2.03 2.00 Net realized and unrealized gain (loss) on investments (0.08) (5.02) (0.35) 1.62 1.96(b) 2.64 ----------- ----------- ----------- ----------- ----------- ----------- Total from investment operations 0.98 (2.71) 2.21 3.89 3.99 4.64 ----------- ----------- ----------- ----------- ----------- ----------- Dividends from net investment income to common shareholders (0.54) (2.16) (2.57) (2.47) (2.11) (2.16) Dividends from net realized gain on investments to common shareholders -- -- -- (0.01) (0.18) -- Increase from dividends reinvested -- 0.01 0.04 0.04 0.02 0.02 ----------- ----------- ----------- ----------- ----------- ----------- Total dividends (0.54) (2.15) (2.53) (2.44) (2.27) (2.14) ----------- ----------- ----------- ----------- ----------- ----------- Net asset value: End of period/year $ 22.77 $ 22.33 $ 27.19 $ 27.51 $ 26.06 $ 24.34 ----------- ----------- ----------- ----------- ----------- ----------- Per share market value: End of period/year $ 24.00 $ 19.25 $ 30.20 $ 34.89 $ 30.05 $ 28.50 =========== =========== =========== =========== =========== =========== Total investment return Net asset value (c) 4.51% (10.34%) 8.72% 18.06% 20.04% 22.76% Market value 27.78% (30.44%) (8.78%) 29.04% 16.95% 36.10% Net assets (in millions): End of period/year $ 212.22 $ 208.14 $ 251.16 $ 251.69 $ 236.28 $ 218.51 Ratio of operating expenses to average net assets 1.61%(d) 1.49% 1.55% 1.43% 1.78% 1.93% Ratio of interest expense to average net assets 0.77%(d) 0.67% 0.59% 0.60% 0.73% 0.77% Ratio of income tax expense to average net assets (e) 0.01%(d) 0.00% 0.35% 2.46% 2.84% 0.69% Ratio of total expenses before custodian fee reduction to average net assets (e) 2.39%(d) 2.16% 2.49% 4.53% 5.36% 3.39% Ratio of net expenses after custodian fee reduction to average net assets (e) 2.39%(d) 2.16% 2.49% 4.49% 5.35% 3.39% Ratio of net investment income to average net assets 9.65%(d) 9.01% 9.17% 8.19% 7.98% 8.68% Portfolio turnover 8% 32% 44% 35% 35% 53% (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 borrowings: Total principal amount (in millions) $ 30 $ 30 $ 30 $ 20 $ 20 $ 29 Asset coverage per $1,000 of indebtedness $ 8,074 $ 7,938 $ 9,372 $ 13,584 $ 12,814 $ 8,535
See Notes to Consolidated Financial Statements - -------------------------------------------------------------------------------- 6 MassMutual Corporate Investors CONSOLIDATED SCHEDULE OF INVESTMENTS June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES - 88.91%:(A) PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- PRIVATE PLACEMENT INVESTMENTS - 84.08% 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 $ 2,441,340 11/21/07 $ 2,389,139 $ 2,433,500 Limited Partnership Interest (B) 23.16% int. 11/21/07 224,795 199,725 ------------- ------------- 2,613,934 2,633,225 ------------- ------------- A S A P INDUSTRIES LLC A designer and manufacturer of components used on oil and natural gas wells. 12.5% Senior Subordinated Note due 2015 $ 1,134,594 12/31/08 985,537 1,168,632 Limited Liability Company Unit Class A-2 (B) 1,276 uts. 12/31/08 140,406 133,386 Limited Liability Company Unit Class A-3 (B) 1,149 uts. 12/31/08 126,365 11 ------------- ------------- 1,252,308 1,302,029 ------------- ------------- 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 -- 22,796 Warrant, exercisable until 2012, to purchase common stock at $.02 per share (B) 2,323 shs. 04/08/04 -- 2,240,519 ------------- ------------- 2,125,000 4,388,315 ------------- ------------- 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 05/15/08 720,300 690,163 13% Senior Subordinated Note due 2015 $ 735,000 05/15/08 664,475 673,751 Common Stock (B) 105,000 shs. 05/15/08 105,000 -- Warrant, exercisable until 2015, to purchase common stock at $.01 per share (B) 36,923 shs. 05/15/08 62,395 -- ------------- ------------- 1,552,170 1,363,914 ------------- ------------- ADVANCED TECHNOLOGIES HOLDINGS A provider of factory maintence services to industrial companies. 15% Senior Subordinated Note due 2013 $ 2,134,244 12/27/07 2,091,037 2,122,027 Preferred Stock (B) 1,031 shs. 12/27/07 510,000 518,270 ------------- ------------- 2,601,037 2,640,297 ------------- ------------- - --------------------------------------------------------------------------------------------------------------------------------- 7
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- 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 $ 1,657,228 14% Senior Subordinated Note due 2015 $ 1,260,000 03/09/07 1,145,612 1,272,600 Common Stock (B) 262,500 shs. 03/09/07 262,500 536,610 Warrant, exercisable until 2015, to purchase common stock at $.01 per share (B) 66,116 shs. 03/09/07 111,527 135,156 ------------- ------------- 3,122,727 3,601,594 ------------- ------------- ALL CURRENT HOLDING COMPANY A specialty re-seller of essential electrical parts and components primarily serving wholesale distributors. 12% Senior Subordinated Note due 2015 $ 1,140,317 09/26/08 1,041,298 1,136,886 Common Stock (B) 1,347 shs. 09/26/08 134,683 127,965 Warrant, exercisable until 2018, to purchase common stock at $.01 per share (B) 958 shs. 09/26/08 87,993 10 ------------- ------------- 1,263,974 1,264,861 ------------- ------------- AMERICAN HOSPICE MANAGEMENT HOLDING LLC A for-profit hospice care provider in the United States. 12% Senior Subordinated Note due 2013 $ 3,187,495 * 3,033,665 3,265,738 Preferred Class A Unit (B) 3,223 uts. ** 322,300 322,300 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 -- ------------- ------------- 3,508,593 3,740,664 ------------- ------------- APEX ANALYTIX HOLDING CORPORATION A provider of audit recovery and fraud detection services and software to commercial and retail businesses in the U.S. and Europe. 12.5% Senior Subordinated Note due 2016 $ 1,912,500 04/28/09 1,570,814 1,969,875 Preferred Stock Series B (B) 3,065 shs. 04/28/09 306,507 31 Common Stock (B) 1,366 shs. 04/28/09 1,366 14 ------------- ------------- 1,878,687 1,969,920 ------------- ------------- 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 1,568,791 1,383,511 Common Stock (B) 497 shs. 05/18/05 497,340 -- Warrant, exercisable until 2012, to purchase common stock at $.01 per share (B) 130 shs. 05/18/05 112,128 -- ------------- ------------- 2,178,259 1,383,511 ------------- ------------- * 01/22/04 and 06/09/08. ** 01/22/04 and 09/12/06. - --------------------------------------------------------------------------------------------------------------------------------- 8
MassMutual Corporate Investors CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- 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 $ 2,167,607 $ 2,129,879 Preferred Stock Class A (B) 879 shs. 06/30/06 268,121 47,715 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 16,769 ------------- ------------- 2,528,116 2,194,363 ------------- ------------- C D N T, INC. A value-added converter and distributor of specialty pressure sensitive adhesives, foams, films, and foils. 10.5% Senior Secured Term Note due 2014 $ 750,872 08/07/08 735,855 692,224 12.5% Senior Subordinated Note due 2015 $ 750,872 08/07/08 683,507 665,350 Common Stock (B) 73,256 shs. 08/07/08 73,256 -- Warrant, exercisable until 2018, to purchase common stock at $.01 per share (B) 57,600 shs. 08/07/08 57,689 -- ------------- ------------- 1,550,307 1,357,574 ------------- ------------- CAPITAL SPECIALTY PLASTICS, INC. A producer of desiccant strips used for packaging pharmaceutical products. Common Stock (B) 109 shs. * 503 279,466 CLOUGH, HARBOUR AND ASSOCIATES An engineering service firm that is located in Albany, NY. 12.25% Senior Subordinated Note due 2015 $ 2,400,000 12/02/08 2,225,100 2,472,000 Preferred Stock (B) 277 shs. 12/02/08 276,900 263,055 ------------- ------------- 2,502,000 2,735,055 ------------- ------------- COEUR, INC. A producer of proprietary, disposable power injection syringes. 12% Senior Subordinated Note due 2016 $ 1,214,286 10/10/08 1,098,929 1,246,683 Common Stock (B) 607 shs. 10/10/08 60,714 57,678 Warrant, exercisable until 2018, to purchase common stock at $.01 per share (B) 934 shs. 10/10/08 91,071 9 ------------- ------------- 1,250,714 1,304,370 ------------- ------------- 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 1,915,163 Limited Liability Company Unit Class A (B) 156,046 uts. 01/12/07 156,046 -- Limited Liability Company Unit Class C (B) 112,873 uts. 01/12/07 112,873 -- ------------- ------------- 2,502,121 1,915,163 ------------- ------------- * 12/30/97 and 05/29/99. - --------------------------------------------------------------------------------------------------------------------------------- 9
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- 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 $ 1,715,247 Preferred Stock Series C (B) 8,986 shs. 07/05/07 300,168 887,930 Common Stock (B) 718 shs. 07/05/07 7 7 Limited Partnership Interest (B) 12.64% int. * 189,586 -- ------------- ------------- 1,190,153 2,603,184 ------------- ------------- 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 2,457,785 2,550,000 Warrant, exercisable until 2013, to purchase common stock at $.001 per share (B) 20 shs. 08/04/05 137,166 159,818 ------------- ------------- 2,594,951 2,709,818 ------------- ------------- CRANE RENTAL CORPORATION A crane rental company. 13% Senior Subordinated Note due 2015 $ 2,295,000 08/21/08 2,069,901 2,340,900 Common Stock (B) 255,000 shs. 08/21/08 255,000 242,250 Warrant, exercisable until 2016, to purchase common stock at $.01 per share (B) 136,070 shs. 08/21/08 194,826 1,361 ------------- ------------- 2,519,727 2,584,511 ------------- ------------- DAVIS-STANDARD LLC A manufacturer, assembler, and installer of a broad range of capital equipment that is used in the extrusion, conversion, processing of plastic materials. 12% Senior Subordinated Note due 2014 $ 1,847,826 10/30/06 1,748,019 1,822,386 Limited Partnership Interest (B) 1.82% int. 10/30/06 702,174 1,221,011 Warrant, exercisable until 2014, to purchase preferred stock at $.01 per share (B) 50 shs. 10/30/06 49,830 63,566 Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 34 shs. 10/30/06 34,000 112,749 ------------- ------------- 2,534,023 3,219,712 ------------- ------------- 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 1,319,430 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 1,319,430 ------------- ------------- * 08/12/04 and 01/14/05. ** 10/24/96 and 08/28/98. - --------------------------------------------------------------------------------------------------------------------------------- 10
MassMutual Corporate Investors CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- 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 $ 532,489 13% Senior Subordinated Note due 2014 $ 855,000 11/01/06 777,781 837,820 Common Stock (B) 180,000 shs. 11/01/06 180,000 135,408 Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 56,514 shs. 11/01/06 78,160 42,514 ------------- ------------- 1,567,841 1,548,231 ------------- ------------- DWYER GROUP, INC. A franchiser of a variety of home repair services. Common Stock (B) 6,906 shs. * 690,600 1,187,025 Warrant, exercisable until 2011, to purchase common stock at $.01 per share (B) 2,034 shs. 10/30/03 186,469 349,540 ------------- ------------- 877,069 1,536,565 ------------- ------------- 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 $ 2,286,690 01/08/08 2,244,474 2,174,872 Common Stock (B) 660 shs. 01/08/08 329,990 138,368 ------------- ------------- 2,574,464 2,313,240 ------------- ------------- 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 77,208 313,166 ------------- ------------- F C X HOLDINGS CORPORATION A distributor of specialty/technical valves, actuators, accessories, and process instrumentation supplying a number of industrial, high purity, and energy end markets in North America. 15% Senior Subordinated Note due 2015 $ 2,160,039 10/06/08 2,115,724 2,096,940 Preferred Stock (B) 4,341 shs. 10/06/08 434,074 412,395 Common Stock (B) 3,069 shs. 10/06/08 3,069 2,916 ------------- ------------- 2,552,867 2,512,251 ------------- ------------- 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 2,220,452 1,195,313 Limited Liability Company Units of Linden/FHS Holdings LLC (B) 159 uts. 06/01/06 159,362 -- Common Unit Class B (B) 1,386 uts. 06/01/06 122,361 -- ------------- ------------- 2,502,175 1,195,313 ------------- ------------- * 10/30/03 and 01/02/04. - --------------------------------------------------------------------------------------------------------------------------------- 11
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- 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 $ 459,193 14% Senior Subordinated Note due 2014 $ 555,059 04/13/06 508,562 -- 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 -- ------------- ------------- 1,571,040 459,193 ------------- ------------- 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 (D) $ 2,365,217 02/03/06 2,121,304 -- Common Stock (B) 185 shs. 02/03/06 184,783 -- Warrant, exercisable until 2013, to purchase common stock at $.01 per share (B) 254 shs. 02/03/06 208,435 -- ------------- ------------- 2,514,522 -- ------------- ------------- 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 (D) $ 2,337,500 01/31/06 2,171,538 -- Preferred Stock (B) 31,718 shs. 06/12/08 31,718 -- 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 -- ------------- ------------- 2,534,969 -- ------------- ------------- 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 1,530,000 16% PIK Note due 2015 218,167 12/31/08 181,227 174,533 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 -- ------------- ------------- 2,055,477 1,704,533 ------------- ------------- 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 -- ------------- ------------- * 09/18/07 and 06/27/08. - --------------------------------------------------------------------------------------------------------------------------------- 12
MassMutual Corporate Investors CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- HIGHGATE CAPITAL LLC An acquirer of controlling or substantial interests in manufacturing and marketing entities. Series A Preferred Units (B) 1.19% int. 07/21/94 $ 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 * 1,925,180 1,979,241 Common Stock (B) 63 shs. * 62,742 51,733 Warrant, exercisable until 2012, to purchase common stock at $.02 per share (B) 200 shs. * 199,501 164,501 ------------- ------------- 2,187,423 2,195,475 ------------- ------------- HOSPITALITY MINTS HOLDING COMPANY A manufacturer of individually-wrapped imprinted promotional mints. 12% Senior Subordinated Note due 2016 $ 2,075,581 08/19/08 1,920,297 2,020,882 Common Stock (B) 474 shs. 08/19/08 474,419 379,536 Warrant, exercisable until 2016, to purchase common stock at $.01 per share (B) 123 shs. 08/19/08 113,773 1 ------------- ------------- 2,508,489 2,400,419 ------------- ------------- 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 2,077 110,518 Warrant, exercisable until 2011, to purchase common stock at $.01 per share (B) 20 shs. 02/27/07 612 32,550 ------------- ------------- 2,689 143,068 ------------- ------------- INTEGRATION TECHNOLOGY SYSTEMS, INC. A manufacturer of steel protective computer and network systems for the industrial and office environments. 12% Senior Subordinated Note due on demand $ 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 08/04/00 936,985 578,212 Limited Partnership Interest of Saw Mill Capital Fund II, L.P. (B) 2.50% int. 08/03/00 886,479 -- Warrant, exercisable until 2010, to purchase common stock at $.01 per share (B) 50,870 shs. 08/04/00 115,412 -- ------------- ------------- 1,938,876 578,212 ------------- ------------- * 06/30/04 and 08/19/04. - --------------------------------------------------------------------------------------------------------------------------------- 13
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- JUSTRITE MANUFACTURING ACQUISITION CO. A manufacturer of safety products such as storage cabinets and containers. 12% Senior Subordinated Note due 2011 $ 1,593,750 12/15/04 $ 1,543,793 $ 1,592,070 Warrant, exercisable until 2011, to purchase common stock at $.01 per share (B) 1,121 shs. 12/15/04 101,109 197,044 ------------- ------------- 1,644,902 1,789,114 ------------- ------------- 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 $ 2,410,220 10/15/07 2,361,654 2,376,029 Common Stock (B) 220,673 shs. 10/15/07 220,673 133,843 ------------- ------------- 2,582,327 2,509,872 ------------- ------------- K N B HOLDINGS CORPORATION A designer, manufacturer and marketer of products for the custom framing market. 13.5% Senior Subordinated Note due 2013 $ 2,530,561 05/25/06 2,431,739 2,277,505 Common Stock (B) 134,210 shs. 05/25/06 134,210 -- Warrant, exercisable until 2013, to purchase common stock at $.01 per share (B) 82,357 shs. 05/25/06 71,534 -- ------------- ------------- 2,637,483 2,277,505 ------------- ------------- K P I HOLDINGS, INC. Pace Industries is the largest player in the U.S. non-automotive, non-ferrous die casting segment. 13% Senior Subordinated Note due 2014 $ 2,106,522 07/16/08 1,968,368 1,579,892 Convertible Preferred Stock Series C (B) 55 shs. 06/30/09 55,435 41,250 Common Stock (B) 443 shs. 07/15/08 443,478 110,870 Warrant, exercisable until 2018, to purchase common stock at $.01 per share (B) 96 shs. 07/16/08 96,024 1 ------------- ------------- 2,563,305 1,732,013 ------------- ------------- K W P I HOLDINGS CORPORATION A manufacturer and distributor of vinyl windows and patio doors throughout the northwestern United States. 12.75% Senior Subordinated Note due 2014 $ 2,499,788 03/14/07 2,293,176 1,999,830 Common Stock (B) 232 shs. 03/13/07 232,000 -- Warrant, exercisable until 2017, to purchase common stock at $.01 per share (B) 167 shs. 03/14/07 162,260 -- ------------- ------------- 2,687,436 1,999,830 ------------- ------------- K-TEK HOLDING CORPORATION A manufacturer of instrumentation for liquid and bulk solids level detection for process and storage tanks. 14% Senior Subordinated Note due 2015 $ 2,253,480 12/20/07 2,211,589 2,292,563 Preferred Stock (B) 363,260 shs. 12/20/07 363,260 401,995 Common Stock (B) 102,616 shs. 12/20/07 1,026 75,930 ------------- ------------- 2,575,875 2,770,488 ------------- ------------- - --------------------------------------------------------------------------------------------------------------------------------- 14
MassMutual Corporate Investors CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- M V I HOLDING, INC. A manufacturer of large precision machined metal components used in equipment which services a variety of industries, including the oil & gas, mining, and defense markets. 13% Senior Subordinated Note due 2016 $ 1,224,026 09/12/08 $ 1,133,752 $ 1,253,123 Common Stock (B) 61 shs. 09/12/08 60,714 57,675 Warrant, exercisable until 2018, to purchase common stock at $.01 per share (B) 66 shs. 09/12/08 65,571 1 ------------- ------------- 1,260,037 1,310,799 ------------- ------------- 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 05/04/07 912,469 973,269 Limited Liability Company Unit (B) 24,109 uts. * 314,464 336,214 Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 3,375 shs. 05/04/07 43,031 47,067 ------------- ------------- 1,269,964 1,356,550 ------------- ------------- MAVERICK ACQUISITION COMPANY A manufacturer of capsules that cover the cork and neck of wine bottles. 7.1% Senior Secured Tranche A Note due 2010 (C) $ 334,389 09/03/04 334,389 331,878 12.5% Senior Secured Tranche B Note due 2011 $ 313,433 09/03/04 296,229 294,942 7.72% Senior Secured Revolver due 2009 (C) $ 50,932 09/03/04 50,932 50,809 Limited Partnership Interest (B) 7.84% int. 09/03/04 58,769 12,343 Warrant, exercisable until 2011, to purchase common stock at $.01 per share (B) 425 shs. 09/03/04 39,473 8,918 ------------- ------------- 779,792 698,890 ------------- ------------- MEDSYSTEMS HOLDINGS LLC A manufacturer of enteral feeding products, such as feeding tubes and other products related to assisted feeding. 13% Senior Subordinated Note due 2015 $ 1,157,842 08/29/08 1,022,978 1,180,999 Preferred Unit (B) 126 uts. 08/29/08 125,519 119,244 Common Unit Class A (B) 1,268 uts. 08/29/08 1,268 1,205 Common Unit Class B (B) 472 uts. 08/29/08 120,064 5 ------------- ------------- 1,269,829 1,301,453 ------------- ------------- MEGTEC HOLDINGS, INC. A supplier of industrial and environmental products and services to a broad array of industries. 12% Senior Subordinated Note due 2016 $ 2,161,017 09/24/08 1,981,274 2,125,505 Preferred Stock (B) 107 shs. 09/24/08 103,255 1 Limited Partnership Interest (B) 388,983 int. 09/16/08 388,983 369,534 Warrant, exercisable until 2018, to purchase common stock at $.01 per share (B) 35 shs. 09/24/08 33,268 -- ------------- ------------- 2,506,780 2,495,040 ------------- ------------- * 05/04/07 and 01/02/08. - --------------------------------------------------------------------------------------------------------------------------------- 15
MassMutual Corporate Investors CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- 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 * $ 2,568,113 $ 2,739,326 Common Stock (B) 450 shs. * 450,000 790,629 Warrant, exercisable until 2013, to purchase common stock at $.02 per share (B) 164 shs. * 162,974 288,105 ------------- ------------- 3,181,087 3,818,060 ------------- ------------- MILWAUKEE GEAR COMPANY A manufacturer of high-precision custom gears and gear drives used by original equipment manufacturers operating in a number of industries. 13% Senior Subordinated Note due 2014 $ 2,353,846 07/21/08 2,220,868 2,320,028 Preferred Stock (B) 263 shs. 07/21/08 261,830 248,732 Common Stock (B) 18 shs. 07/21/08 20,000 19,000 Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 10 shs. 07/21/08 11,285 -- ------------- ------------- 2,513,983 2,587,760 ------------- ------------- MOMENTUM HOLDING CO. A designer and supplier of upholstery fabric to commercial furniture manufacturers and architectural and design firms. Limited Partnership Interest (B) 21.23% int. 08/04/06 106,153 237,618 Warrant, exercisable until 2014, to purchase common stock at $.02 per share (B) 1,107 shs. 08/04/06 107,109 247,688 ------------- ------------- 213,262 485,306 ------------- ------------- MONESSEN HOLDING CORPORATION A designer and manufacturer of a broad line of gas, wood, and electric hearth products and accessories. 14% Senior Subordinated Note due 2014 $ 2,550,000 07/25/08 2,397,768 2,040,000 14% PIK Note due 2014 $ 570,531 07/25/08 502,925 456,425 Warrant, exercisable until 2014, to purchase common stock at $.02 per share (B) 152 shs. 03/31/06 138,125 -- ------------- ------------- 3,038,818 2,496,425 ------------- ------------- 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 -- 30% Convertable Preferred Stock (B) 77,993 shs. 07/28/08 37,227 -- Common Stock (B) 1 sh. 08/25/06 1 -- ------------- ------------- 2,279,379 -- ------------- ------------- * 08/12/05 and 09/11/06. - --------------------------------------------------------------------------------------------------------------------------------- 16
MassMutual Corporate Investors CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- NABCO, INC. A producer of explosive containment vessels in the United States. 14% Senior Subordinated Note due 2014 $ 815,419 02/24/06 $ 698,409 $ 407,710 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 -- ------------- ------------- 1,561,007 407,710 ------------- ------------- NAVIS GLOBAL A designer, manufacturer, seller and servicer of finishing machinery for the knit and woven segments of the global textile industry. 12% Senior Secured Term Note Series A due 2010 $ 151,686 11/14/08 151,686 151,737 14% Senior Subordinated Note due 2014 (D) $ 1,338,613 05/28/04 1,155,793 -- 10.75% Senior Secured Note due 2011 (D) $ 609,206 05/28/04 607,397 152,302 Warrant, exercisable until 2012, to purchase common stock at $.01 per share (B) 203,912 shs. 05/28/04 130,789 -- ------------- ------------- 2,045,665 304,039 ------------- ------------- NESCO HOLDINGS CORPORATION A sales and leasing company that provides equipment to the electric utility, telecommunications, and various other industries. 12% Senior Secured Subordinated Note due 2015 $ 2,125,000 08/02/07 1,888,243 2,167,500 Common Stock (B) 425,000 shs. 08/02/07 425,000 686,379 Warrant, exercisable until 2015, to purchase common stock at $.01 per share (B) 119,360 shs. 08/02/07 194,257 192,768 ------------- ------------- 2,507,500 3,046,647 ------------- ------------- 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 1,266,324 Limited Partnership Interest of Saw Mill PCG Partners LLC (B) 2.61% int. 02/01/07 1,019,958 -- Limited Liability Company Unit Class D of Saw Mill PCG Partners LLC (B) 15 uts. 12/18/08 15,389 7,695 Preferred Stock Class A (B) 1 sh. 12/18/08 1,370 686 Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 91 shs. 02/02/07 90,830 -- ------------- ------------- 2,536,117 1,274,705 ------------- ------------- * 02/24/06 and 06/22/07. - --------------------------------------------------------------------------------------------------------------------------------- 17
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- 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 $ 609,375 11.5% Senior Subordinated Note due 2012 (D) $ 1,500,000 01/28/02 1,435,279 -- 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 -- ------------- ------------- 2,722,324 609,375 ------------- ------------- 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 $ 337,096 01/03/06 332,040 332,700 13% Senior Subordinated Note due 2013 $ 687,241 01/03/06 631,145 672,575 Common Stock (B) 322,307 shs. 01/03/06 322,307 180,399 Warrant, exercisable until 2013, to purchase common stock at $.01 per share (B) 75,378 shs. 01/03/06 62,824 42,190 ------------- ------------- 1,348,316 1,227,864 ------------- ------------- OLYMPIC SALES, INC. A boat retailer in Washington state, Oregon, California and British Columbia. 12% Senior Subordinated Note due 2009 (D) $ 1,022,000 08/07/98 1,022,000 204,400 12% Senior Subordinated Note due 2009 (D) $ 307,071 02/09/00 268,283 61,414 ------------- ------------- 1,290,283 265,814 ------------- ------------- 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. 01/17/06 572,115 970,143 Warrant, exercisable until 2013, to purchase common stock at $.01 per share (B) 619 shs. 01/17/06 170,801 163,794 ------------- ------------- 742,916 1,133,937 ------------- ------------- 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 $ 2,301,173 07/03/06 2,203,781 2,324,185 Preferred Unit (B) 382 uts. 07/03/06 382,150 516,359 Preferred Unit (B) 69 uts. 07/03/06 68,790 92,949 Common Unit Class I (B) 148 uts. 07/03/06 -- 137,288 Common Unit Class L (B) 31 uts. 07/03/06 -- 29,013 ------------- ------------- 2,654,721 3,099,794 ------------- ------------- - --------------------------------------------------------------------------------------------------------------------------------- 18
MassMutual Corporate Investors CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- 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 $ 2,178,655 $ 2,295,000 Preferred Stock (B) 36 shs. 03/31/06 329,596 431,095 Common Stock (B) 23 shs. 03/31/06 25,500 73,995 Warrant, exercisable until 2013, to purchase common stock at $.01 per share (B) 13 shs. 03/31/06 11,122 43,043 ------------- ------------- 2,544,873 2,843,133 ------------- ------------- 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. 14% Senior Subordinated Note due 2012 $ 1,331,354 04/27/07 1,242,914 1,271,176 Limited Liability Company Unit (B) 1,754,707 uts. 04/27/07 63,233 -- ------------- ------------- 1,306,147 1,271,176 ------------- ------------- 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 2,034,231 2,071,853 Membership Interests of MM/Lincap PPI Investments, Inc., LLC (B) 2.42% int. 12/21/00 265,625 148,370 ------------- ------------- 2,299,856 2,220,223 ------------- ------------- PEARLMAN ENTERPRISES, INC. A developer and distributor of tools, equipment, and supplies to the natural and engineered stone industry. Preferred Stock Series A (B) 2,334 shs. 05/22/09 111,508 -- Preferred Stock Series B (B) 13,334 shs. 05/22/09 547,872 -- Common Stock (B) 40,540 shs. 05/22/09 1,877,208 -- ------------- ------------- 2,536,588 -- ------------- ------------- POSTLE ALUMINUM COMPANY LLC A manufacturer and distributor of aluminum extruded products. 3% Senior Subordinated PIK Note due 2014 $ 2,205,977 10/02/06 2,016,195 551,494 Limited Liability Company Unit Class A 1,384 uts. 10/02/06 510,000 -- Limited Liability Company Unit 143 uts. 05/22/09 72,042 67,828 Warrant, exercisable until 2016, to purchase common stock at $.01 per share (B) 8,595 shs. 10/02/06 124,644 -- ------------- ------------- 2,722,881 619,322 ------------- ------------- - --------------------------------------------------------------------------------------------------------------------------------- 19
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- 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 $ 2,174,453 $ 2,419,535 Limited Partnership Interest (B) 23.70% int. 02/11/08 177,729 90,682 Warrant, exercisable until 2016, to purchase common stock at $.01 per share (B) 1,322 shs. 02/11/08 167,588 226,374 ------------- ------------- 2,519,770 2,736,591 ------------- ------------- QUALIS AUTOMOTIVE LLC A distributor of aftermarket automotive brake and chassis products. 12% Senior Subordinated Note due 2012 $ 1,742,711 05/28/04 1,590,132 1,733,973 Common Stock (B) 354,167 shs. 05/28/04 354,166 -- Warrant, exercisable until 2012, to purchase common stock at $.01 per share (B) 377,719 shs. 05/28/04 377,719 -- ------------- ------------- 2,322,017 1,733,973 ------------- ------------- 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 2,199,971 Limited Liability Company Unit (B) 2,828 uts. 12/15/06 282,810 181,543 Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 3 shs. 12/15/06 131,483 85,612 ------------- ------------- 2,504,656 2,467,126 ------------- ------------- 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 2,465,347 Warrant, exercisable until 2018, to purchase common stock at $.01 per share (B) 6 shs. 01/18/08 31,089 67,634 ------------- ------------- 2,499,000 2,532,981 ------------- ------------- 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 2,130,928 2,283,244 Common Stock (B) 289,362 shs. 02/10/06 289,362 407,466 Warrant, exercisable until 2016, to purchase common stock at $.01 per share (B) 131,555 shs. 02/10/06 119,796 185,250 ------------- ------------- 2,540,086 2,875,960 ------------- ------------- - --------------------------------------------------------------------------------------------------------------------------------- 20
MassMutual Corporate Investors CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- ROYAL BATHS MANUFACTURING COMPANY A manufacturer and distributor of acrylic and cultured marble bathroom products. 12.5% Senior Subordinated Note due 2011 $ 1,062,500 11/14/03 $ 1,012,061 $ 1,001,696 Warrant, exercisable until 2011, to purchase common stock at $.01 per share (B) 140 shs. 11/14/03 122,946 -- ------------- ------------- 1,135,007 1,001,696 ------------- ------------- 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. 06/02/99 256,212 553,136 ------------- ------------- SAVAGE SPORTS HOLDING, INC. A manufacturer of sporting firearms. 12% Senior Subordinated Note due 2012 $ 1,538,793 09/10/04 1,475,970 1,503,035 Common Stock (B) 612 shs. * 642,937 970,792 Warrant, exercisable until 2012, to purchase common stock at $.01 per share (B) 134 shs. 09/10/04 113,578 211,956 ------------- ------------- 2,232,485 2,685,783 ------------- ------------- SENCORE HOLDING COMPANY A designer, manufacturer, and marketer of decoders, receivers and modulators sold to broadcasters, satellite, cable and telecom operators for encoding/decoding analog and digital transmission video signals. 12.5% Senior Subordinated Note due 2014 $ 2,419,231 01/15/09 2,104,498 2,491,808 Common Stock (B) 131 shs. 01/15/09 130,769 124,232 Warrant, exercisable until 2019, to purchase common stock at $.01 per share (B) 282 shs. 01/15/09 281,604 3 ------------- ------------- 2,516,871 2,616,043 ------------- ------------- SMART SOURCE HOLDINGS LLC A short-term computer rental company. 12% Senior Subordinated Note due 2015 $ 2,223,076 ** 2,036,293 2,173,456 Limited Liability Company Unit (B) 619 uts. ** 637,996 699,933 Warrant, exercisable until 2015, to purchase common stock at $.01 per share (B) 157 shs. ** 164,769 177,317 ------------- ------------- 2,839,058 3,050,706 ------------- ------------- SPECIALTY COMMODITIES, INC. A distributor of specialty food ingredients. 13.25% Senior Subordinated Note due 2016 $ 2,269,352 10/23/08 2,127,357 2,329,870 Common Stock (B) 30,000 shs. 10/23/08 300,000 285,000 Warrant, excercisable until 2018, to purchase common stock at $.01 per share (B) 11,054 shs. 10/23/08 100,650 111 ------------- ------------- 2,528,007 2,614,981 ------------- ------------- * 09/10/04 and 10/05/07. ** 08/31/07 and 03/06/08. - --------------------------------------------------------------------------------------------------------------------------------- 21
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- 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 $ 2,123,835 $ 2,042,628 Common Stock (B) 311 shs. 08/01/06 310,976 161,449 Warrant, exercisable until 2014, to purchase common stock at $.02 per share (B) 104 shs. 08/01/06 93,293 53,770 ------------- ------------- 2,528,104 2,257,847 ------------- ------------- SYNTERACT HOLDINGS CORPORATION A provider of outsourced clinical trial management services to pharmaceutical and biotechnology companies. 14% Senior Subordinated Note due 2016 $ 2,571,835 09/02/08 2,401,378 2,578,244 Redeemable Preferred Stock Series A (B) 1,280 shs. 09/02/08 12,523 13 Warrant, exercisable until 2018, to purchase common stock at $.01 per share (B) 12,803 shs. 09/02/08 112,693 128 ------------- ------------- 2,526,594 2,578,385 ------------- ------------- 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 2,546,602 Warrant, exercisable until 2016, to purchase common stock at $.01 per share (B) 9 shs. 01/14/08 88,054 74,546 ------------- ------------- 2,499,000 2,621,148 ------------- ------------- TANGENT RAIL CORPORATION A manufacturer of rail ties and provider of specialty services to the North American railroad industry. 13% Senior Subordinated Note due 2015 $ 2,217,385 10/14/05 1,952,116 2,217,385 Common Stock (B) 2,203 shs. 10/14/05 2,203 740,033 Warrant, exercisable until 2015, to purchase common stock at $.01 per share (B) 1,192 shs. 09/30/08 568,009 400,417 ------------- ------------- 2,522,328 3,357,835 ------------- ------------- TELECORPS HOLDINGS, INC. A provider of equipment and services to producers of television shows and motion pictures. 12.75% Senior Subordinated Note due 2016 $ 2,550,000 05/20/09 2,244,456 2,626,500 Warrant, exercisable until 2019, to purchase common stock at $.01 per share (B) 6,000 shs. 05/20/09 254,544 60 ------------- ------------- 2,499,000 2,626,560 ------------- ------------- - --------------------------------------------------------------------------------------------------------------------------------- 22
MassMutual Corporate Investors CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- TERRA RENEWAL LLC 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. 12% Senior Subordinated Note due 2014 $ 1,162,110 * $ 1,114,598 $ 929,688 6.75% Term Note due 2012 (C) $ 1,509,699 * 1,504,559 1,358,729 Limited Partnership Interest of Saw Mill Capital Fund V, LLC (B) 3.97% int. ** 149,259 131,567 Warrant, exercisable until 2016, to purchase common stock at $.01 per share (B) 72 shs. 04/28/06 59,041 21,259 ------------- ------------- 2,827,457 2,441,243 ------------- ------------- 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 2,015,122 Series A Preferred Stock (B) 414 shs. 10/26/07 414,051 -- ------------- ------------- 2,516,414 2,015,122 ------------- ------------- 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 03/02/07 838,581 808,783 13% Senior Subordinated Note due 2014 $ 598,450 03/02/07 490,608 448,838 Common Stock (B) 125,199 shs. 03/02/07 125,199 -- Warrant, exercisable until 2014 to purchase common stock at $.01 per share (B) 34,533 shs. 03/02/07 95,873 -- ------------- ------------- 1,550,261 1,257,621 ------------- ------------- 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 1,649,939 1,507,055 Common Stock (B) 209 shs. 10/31/07 208,589 -- Warrant, exercisable until 2015, to purchase common stock at $.01 per share (B) 94 shs. 10/31/07 87,607 -- ------------- ------------- 1,946,135 1,507,055 ------------- ------------- TRANSTAR HOLDING COMPANY A distributor of aftermarket automotive transmission parts. 12% Senior Subordinated Note due 2014 $ 1,734,000 08/31/05 1,678,554 1,690,450 Common Stock (B) 1,078 shs. *** 1,078,450 724,822 Warrant, exercisable until 2013, to purchase common stock at $.02 per share (B) 86 shs. 08/31/05 77,485 57,760 ------------- ------------- 2,834,489 2,473,032 ------------- ------------- * 04/28/06 and 09/13/06. ** 03/01/05 and 10/10/08. *** 08/31/05 and 04/30/07. - --------------------------------------------------------------------------------------------------------------------------------- 23
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- TRANZONIC COMPANIES (THE) 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 $ 2,640,440 $ 2,712,000 Common Stock (B) 630 shs. 02/04/98 630,000 397,580 Warrant, exercisable until 2009, to purchase common stock at $.01 per share (B) 444 shs. 02/05/98 368,832 280,199 ------------- ------------- 3,639,272 3,389,779 ------------- ------------- TRUCK BODIES & EQUIPMENT INTERNATIONAL A designer and manufacturer of accessories for heavy and medium duty trucks, primarily dump bodies, hoists, various forms of flatbed bodies, landscape bodies and other accessories. 16% Senior Subordinated Note due 2010 (D) $ 2,309,541 * 2,141,949 577,385 16% PIK Note due 2010 $ 526,041 12/30/08 131,510 131,510 Preferred Stock Series B (B) 241 shs. 10/20/08 241,172 Common Stock (B) 742 shs. * 800,860 -- Warrant, exercisable until 2013, to purchase common stock at $.02 per share (B) 153 shs. * 159,894 -- Warrant, exercisable until 2018, to purchase common stock at $.01 per share (B) 1,054 shs. 10/20/08 -- -- ------------- ------------- 3,475,385 708,895 ------------- ------------- 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 68,059 266,043 ------------- ------------- U M A ENTERPRISES, INC. An importer and wholesaler of home decor products. 15% Senior Subordinated Note due 2015 $ 1,733,975 02/08/08 1,696,290 1,629,851 Convertible Preferred Stock (B) 887 shs. 02/08/08 886,956 142,137 ------------- ------------- 2,583,246 1,771,988 ------------- ------------- 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 1,774,585 1,599,785 Common Stock (B) 182 shs. 04/30/04 182,200 -- Warrant, exercisable until 2012, to purchase common stock at $.01 per share (B) 230 shs. 04/30/04 211,736 -- ------------- ------------- 2,168,521 1,599,785 ------------- ------------- * 07/19/05 and 12/22/05. - --------------------------------------------------------------------------------------------------------------------------------- 24
MassMutual Corporate Investors CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (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 $ 805,464 13% Senior Subordinated Note due 2014 $ 648,530 05/17/07 591,094 651,304 18% PIK Convertible Preferred Stock (B) 37,381 shs. 03/13/09 72,519 68,893 Common Stock (B) 123,529 shs. 05/17/07 123,529 139,285 Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 35,006 shs. 05/17/07 55,055 39,471 ------------- ------------- 1,633,094 1,704,417 ------------- ------------- 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 1,805,097 1,807,788 Common Stock (B) 26,456 shs. * 264,558 244,751 Warrant, exercisable until 2011, to purchase common stock at $.01 per share (B) 23,787 shs. 09/24/04 186,883 220,060 ------------- ------------- 2,256,538 2,272,599 ------------- ------------- VITEX PACKAGING GROUP, INC. A manufacturer of specialty packaging, primarily envelopes and tags used on tea bags. 12.5% Senior Subordinated Note due 2012 (D) $ 1,700,000 07/19/04 1,483,065 -- 14.5% PIK Note due 2010 $ 407,956 06/30/07 340,945 -- 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 -- ------------- ------------- 2,421,320 -- ------------- ------------- WAGGIN' TRAIN HOLDINGS LLC A producer of premium quality meat dog treats. 14% Senior Subordinated Note due 2014 $ 2,197,573 11/15/07 2,151,640 2,208,977 Limited Liability Company Unit Class B (B) 423 uts. 11/15/07 422,652 471,319 Limited Liability Company Unit Class C (B) 423 uts. 11/15/07 -- 95,922 ------------- ------------- 2,574,292 2,776,218 ------------- ------------- WALLS INDUSTRIES, INC. A provider of branded workwear and sporting goods apparel. Limited Partnership Interest (B) 0.40% int. 07/12/04 3,728 -- Common Stock (B) 4,028 shs. 12/21/07 -- -- ------------- ------------- 3,728 -- ------------- ------------- * 09/24/04 and 12/22/06. - --------------------------------------------------------------------------------------------------------------------------------- 25
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
PRINCIPAL AMOUNT, SHARES, UNITS, OR OWNERSHIP ACQUISITION CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE ------------- -------- ------------- ------------- 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 $ 1,619,041 $ 1,463,063 Common Stock (B) 191 shs. 11/30/06 191,250 -- Warrant, exercisable until 2014, to purchase common stock at $.01 per share (B) 95 shs. 11/30/06 86,493 -- ------------- ------------- 1,896,784 1,463,063 ------------- ------------- 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 1,065,903 1,036,636 Limited Partnership Interest (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 -- ------------- ------------- 1,265,169 1,036,636 ------------- ------------- XALOY SUPERIOR HOLDINGS, INC. A provider of melt processing components and ancillary equipment for both plastic injection molding and extrusion applications. 15% Senior Subordinated Note due 2015 $ 2,322,844 09/08/08 2,272,881 2,076,736 Common Stock (B) 283 shs. 09/08/08 283,333 -- ------------- ------------- 2,556,214 2,076,736 ------------- ------------- TOTAL PRIVATE PLACEMENT INVESTMENTS (E) 210,340,006 178,434,469 ------------- ------------- - --------------------------------------------------------------------------------------------------------------------------------- 26
MassMutual Corporate Investors CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
SHARES OR INTEREST DUE PRINCIPAL CORPORATE RESTRICTED SECURITIES:(A) (Continued) RATE DATE AMOUNT COST FAIR VALUE ------ -------- ------------ ------------ ------------ RULE 144A SECURITIES - 4.83%: BONDS - 4.80% A M C Entertainment, Inc. 8.750% 06/01/19 $ 750,000 $ 731,931 $ 708,750 American Tire Distributor (C) 7.458 04/01/12 1,000,000 950,000 677,500 Cenveo Corporation 10.500 08/15/16 100,000 100,000 75,000 Charter Communications Op LLC 8.000 04/30/12 1,350,000 1,152,250 1,299,375 Compucom Systems, Inc. 12.500 10/01/15 1,330,000 1,290,657 1,100,575 Douglas Dynamics LLC 7.750 01/15/12 1,010,000 954,799 787,800 G F S I, Inc. (C) 10.500 06/01/11 715,000 685,658 529,100 General Motors Acceptance Corporation 7.750 01/19/10 815,000 733,174 794,625 H C A, Inc. 9.875 02/15/17 35,000 33,870 35,788 Harrah's Operating Escrow LLC 11.250 06/01/17 325,000 312,783 307,125 Intergen NV 9.000 06/30/17 750,000 743,918 710,625 Interpublic Group of Companies 10.000 07/15/17 75,000 73,469 76,125 Markwest Energy Operating Co. 6.875 11/01/14 70,000 54,798 58,100 MGM Mirage, Inc. 10.375 05/15/14 45,000 43,755 46,688 MGM Mirage, Inc. 11.125 11/15/17 75,000 73,024 79,500 Packaging Dynamics Corporation of America 10.000 05/01/16 1,200,000 1,195,026 396,000 RailAmerica, Inc. 9.250 07/01/17 300,000 287,777 289,500 Rite Aid Corporation 9.750 06/12/16 60,000 58,920 60,000 SandRidge Energy, Inc. 8.000 06/01/18 360,000 364,226 307,800 Solo Cup Co. 10.500 11/01/13 55,000 53,860 55,179 Speedway Motorsports, Inc. 8.750 06/01/16 70,000 67,802 70,875 Teck Cominco, Ltd. 9.750 05/15/14 50,000 47,687 52,250 Teck Cominco, Ltd. 10.250 05/15/16 75,000 71,046 78,750 Teck Cominco, Ltd. 10.750 05/15/19 65,000 61,706 70,200 Ticketmaster Entertainment, Inc. 10.750 08/01/16 500,000 500,000 445,000 Tunica-Biloxi Gaming Authority 9.000 11/15/15 1,075,000 1,101,093 946,000 United Rentals, Inc. 10.875 06/15/16 125,000 121,317 120,000 ------------ ------------ TOTAL BONDS 11,864,546 10,178,230 ------------ ------------ CONVERTIBLE PREFERRED STOCK - 0.00% ETEX Corporation (B) 777 716 -- ------------ ------------ TOTAL CONVERTIBLE PREFERRED STOCK 716 -- ------------ ------------ - --------------------------------------------------------------------------------------------------------------------------------- 27
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
CORPORATE RESTRICTED SECURITIES:(A) (Continued) SHARES COST FAIR VALUE ------------ ------------ ------------ PREFERRED STOCK - 0.03% Preferred Blocker, Inc. 143 $ 45,009 $ 61,499 TherOX, Inc. (B) 103 4,131 -- ------------ ------------ TOTAL PREFERRED STOCK 49,140 61,499 ------------ ------------ COMMON STOCK - 0.00% Touchstone Health Partnership (B) 1,168 4,254 -- ------------ ------------ TOTAL COMMON STOCK 4,254 -- ------------ ------------ TOTAL RULE 144A SECURITIES 11,918,656 10,239,729 ------------ ------------ TOTAL CORPORATE RESTRICTED SECURITIES $222,258,662 $188,674,198 ------------ ------------ - --------------------------------------------------------------------------------------------------------------------------------- 28
MassMutual Corporate Investors CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
INTEREST DUE PRINCIPAL CORPORATE PUBLIC SECURITIES - 20.83%:(A) RATE DATE AMOUNT COST MARKET VALUE ------ -------- ------------ ------------ ------------ BONDS - 19.55% A M C Entertainment, Inc. 11.000% 02/01/16 $ 1,315,000 $ 1,321,630 $ 1,272,263 Activant Solutions, Inc. 9.500 05/01/16 150,000 150,000 115,875 Appleton Papers, Inc. 8.125 06/15/11 300,000 300,000 195,000 Aramark Corporation (C) 4.528 02/01/15 200,000 200,000 162,500 Aramark Corporation 8.500 02/01/15 500,000 502,226 485,000 Bally Total Fitness Holdings Corporation (F) 14.000 10/01/13 104,062 74,053 10 Basic Energy Services 7.125 04/15/16 225,000 225,000 178,875 Berry Plastics Corporation (C) 5.881 02/15/15 500,000 475,146 441,250 Brigham Exploration Co. 9.625 05/01/14 1,200,000 1,167,903 822,000 Cenveo Corporation 7.875 12/01/13 1,300,000 1,192,500 910,000 Chaparral Energy, Inc. 8.875 02/01/17 1,500,000 1,491,780 930,000 Cincinnati Bell, Inc. 7.000 02/15/15 900,000 645,750 805,500 Community Health Systems, Inc. (C) 8.875 07/15/15 1,200,000 1,169,415 1,176,000 Corrections Corporation of America 7.750 06/01/17 150,000 145,704 147,750 Denbury Resources, Inc. 9.750 03/01/16 50,000 46,543 51,375 Dynegy Holdings, Inc. 7.750 06/01/19 830,000 564,400 646,363 El Paso Corporation 12.000 12/12/13 55,000 49,376 59,675 Ford Motor Credit Co. 8.000 06/01/14 275,000 226,179 224,125 Gencorp, Inc. 9.500 08/15/13 259,000 259,000 191,660 Goodyear Tire & Rubber Co. 10.500 05/15/16 100,000 95,900 101,000 Graham Packaging Corporation 8.500 10/15/12 280,000 268,800 270,200 Great Lakes Dredge & Dock Corporation 7.750 12/15/13 1,000,000 948,750 857,500 Hawker Beechcraft Acquisition Co. 9.750 04/01/17 1,000,000 1,008,678 420,000 Hughes Network Systems 9.500 04/15/14 1,325,000 1,345,143 1,291,875 Inergy LP 8.250 03/01/16 470,000 480,621 447,675 Intelsat Bermuda Ltd. 9.250 06/15/16 1,365,000 1,410,412 1,208,025 Interline Brands, Inc. 8.125 06/15/14 1,300,000 1,291,107 1,280,500 Kar Holdings, Inc. 8.750 05/01/14 50,000 50,000 42,875 Leucadia National Corporation 7.000 08/15/13 450,000 450,703 414,000 Liberty Media Corporation 5.700 05/15/13 1,000,000 951,610 865,000 Manitowoc Company, Inc. 7.125 11/01/13 200,000 200,000 147,750 Mariner Energy, Inc. 11.750 06/30/16 160,000 155,350 159,200 Markwest Energy Operating Co. 6.875 11/01/14 950,000 930,563 793,250 Markwest Energy Operating Co. 8.750 04/15/18 125,000 123,979 108,125 Mediacom Broadband LLC 8.500 10/15/15 1,250,000 975,000 1,190,625 N R G Energy, Inc. 8.500 06/15/19 200,000 196,696 193,000 Newark Group, Inc. 9.750 03/15/14 850,000 796,863 18,063 - --------------------------------------------------------------------------------------------------------------------------------- 29
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
INTEREST DUE PRINCIPAL CORPORATE PUBLIC SECURITIES: (A) (Continued) RATE DATE AMOUNT COST MARKET VALUE ------ -------- ------------ ------------ ------------ Nortek, Inc. 10.000% 12/01/13 $ 175,000 $ 173,175 $ 140,438 North American Energy Partners 8.750 12/01/11 1,165,000 1,172,181 1,013,550 O E D Corp./Diamond Jo Company Guarantee 8.750 04/15/12 1,000,000 985,960 895,000 Owens Corning, Inc. 9.000 06/15/19 55,000 54,112 53,350 Pliant Corporation 11.125 09/01/09 550,000 539,000 1,375 Pliant Corporation (C) 11.850 07/15/09 1,111,500 1,079,596 741,926 Polypore, Inc. 8.750 05/15/12 1,460,000 1,410,050 1,293,925 Pregis Corporation 12.375 10/15/13 1,000,000 981,490 745,000 Quebecor Media, Inc. 7.750 03/15/16 1,050,000 978,235 951,563 Rental Service Corporation 9.500 12/01/14 500,000 484,253 401,250 Rock-Tenn Co. 9.250 03/15/16 1,075,000 1,113,470 1,093,813 Scholastic Corporation 5.000 04/15/13 1,500,000 1,278,750 1,222,500 Seneca Gaming Corporation 7.250 05/01/12 500,000 477,500 432,500 Sheridan Acquisition Corporation 10.250 08/15/11 375,000 370,001 225,000 Stanadyne Corporation 10.000 08/15/14 1,500,000 1,500,000 1,170,000 Stewart & Stevenson LLC 10.000 07/15/14 1,465,000 1,495,147 1,230,600 T X U Energy Company LLC 10.250 11/01/15 1,250,000 1,261,241 778,125 Tekni-Plex, Inc. 8.750 11/15/13 650,000 654,186 377,813 Tenneco, Inc. 8.125 11/15/15 1,100,000 540,000 869,000 Texas Industries, Inc. 7.250 07/15/13 70,000 70,000 62,825 Time Warner Telecom Holdings 9.250 02/15/14 1,000,000 1,008,275 992,500 Titan International, Inc. 8.000 01/15/12 1,070,000 1,062,100 968,350 Transdigm, Inc. 7.750 07/15/14 500,000 503,229 475,000 Trimas Corporation 9.875 06/15/12 1,073,000 982,375 922,780 Tube City IMS Corporation 9.750 02/01/15 1,500,000 1,483,896 918,750 United Components, Inc. 9.375 06/15/13 1,080,000 1,080,326 685,800 United Rentals, Inc. 6.500 02/15/12 1,125,000 815,625 1,091,250 Videotron, Ltd. 9.125 04/15/18 40,000 39,373 40,650 Virgin Media Finance PLC 9.125 08/15/16 1,380,000 1,412,503 1,328,250 Vought Aircraft Industries 8.000 07/15/11 1,150,000 1,115,399 718,750 Waste Services, Inc. 9.500 04/15/14 1,100,000 1,117,608 1,036,750 ------------ ------------ TOTAL BONDS 49,125,836 41,502,267 ------------ ------------ - --------------------------------------------------------------------------------------------------------------------------------- 30
MassMutual Corporate Investors CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
SHARES OR INTEREST DUE PRINCIPAL CORPORATE PUBLIC SECURITIES: (A) (Continued) RATE DATE AMOUNT COST MARKET VALUE ------ -------- ------------ ------------ ------------ COMMON STOCK - 1.26% Chase Packaging Corporation (B) 9,541 $ -- $ 954 CKX, Inc. (B) 97,500 784,875 691,275 Directed Electronics, Inc. (B) 368,560 1,856,534 40,541 El Paso Corporation (B) 65,000 808,362 599,950 EnerNOC, Inc. (B) 43,826 1,198,807 949,709 ITC^DeltaCom, Inc. (B) 178,666 1,563,328 178,666 Intrepid Potash, Inc. (B) 365 11,680 10,249 Supreme Industries, Inc. 125,116 267,322 200,184 ------------ ------------ TOTAL COMMON STOCK 6,490,908 2,671,528 ------------ ------------ CONVERTIBLE BONDS - 0.02% Citadel Broadcasting Corporation 4.000% 02/15/11 $ 583,000 452,554 37,895 ------------ ------------ TOTAL CONVERTIBLE BONDS 452,554 37,895 ------------ ------------ TOTAL CORPORATE PUBLIC SECURITIES $ 56,069,298 $ 44,211,690 ------------ ------------ INTEREST DUE PRINCIPAL SHORT-TERM SECURITIES: RATE/YIELD^ DATE AMOUNT COST MARKET VALUE ------ -------- ------------ ------------ ------------ COMMERCIAL PAPER - 1.54% Public Service Electric & Gas 0.400% 07/01/09 $ 3,275,000 $ 3,275,000 $ 3,275,000 ------------ ------------ TOTAL SHORT-TERM SECURITIES $ 3,275,000 $ 3,275,000 ------------ ------------ TOTAL INVESTMENTS 111.28% $281,602,960 $236,160,888 ============ ------------ Other Assets 3.44 7,297,314 Liabilities (14.72) (31,239,082) ------ ------------ TOTAL NET ASSETS 100.00% $212,219,120 ====== ============ (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 06/30/09. (D) Defaulted security; interest not accrued. (E) Illiquid securities. At June 30, 2009, the value of these securities amounted to $178,434,469 or 84.08% 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 - --------------------------------------------------------------------------------------------------------------------------------- 31
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
Fair Value/ Fair Value/ Industry Classification Market Value Market Value ------------ ------------ AEROSPACE - 3.53% BUILDINGS & REAL ESTATE - 1.12% Gencorp, Inc. $ 191,660 K W P I Holdings Corporation $ 1,999,830 Hughes Network Systems 1,291,875 Owens Corning, Inc. 53,350 P A S Holdco LLC 3,099,794 Texas Industries, Inc. 62,825 Transdigm, Inc. 475,000 TruStile Doors, Inc. 266,043 Visioneering, Inc. 1,704,417 ------------ Vought Aircraft Industries 718,750 2,382,048 ------------ ------------ 7,481,496 CHEMICAL, PLASTICS & RUBBER - 0.13% ------------ Capital Specialty Plastics, Inc. 279,466 AUTOMOBILE - 4.63% ------------ American Tire Distributor 677,500 CONSUMER PRODUCTS - 7.54% Fuel Systems Holding Corporation -- Aero Holdings, Inc. 3,601,594 Goodyear Tire & Rubber Co. 101,000 Bravo Sports Holding Corporation 2,194,363 Jason, Inc. 578,212 G F S I, Inc. 529,100 Nyloncraft, Inc. 609,375 K N B Holdings Corporation 2,277,505 Ontario Drive & Gear Ltd. 1,133,937 Kar Holdings, Inc. 42,875 Qualis Automotive LLC 1,733,973 Momentum Holding Co. 485,306 Tenneco, Inc. 869,000 R A J Manufacturing Holdings LLC 2,467,126 Titan International, Inc. 968,350 Royal Baths Manufacturing Company 1,001,696 Transtar Holding Company 2,473,032 The Tranzonic Companies 3,389,779 United Components, Inc. 685,800 Walls Industries, Inc. -- ------------ ------------ 9,830,179 15,989,344 ------------ ------------ BEVERAGE, DRUG & FOOD - 4.54% CONTAINERS, PACKAGING & GLASS - 4.36% Aramark Corporation 647,500 Berry Plastics Corporation 441,250 Golden County Foods Holding, Inc. 1,704,533 Chase Packaging Corporation 954 Hospitality Mints Holding Company 2,400,419 Flutes, Inc. 459,193 Specialty Commodities, Inc. 2,614,981 Graham Packaging Corporation 270,200 Vitality Foodservice, Inc. 2,272,599 Maverick Acquisition Company 698,890 ------------ P I I Holding Corporation 2,843,133 9,640,032 Packaging Dynamics Corporation of America 396,000 ------------ Paradigm Packaging, Inc. 2,220,223 BROADCASTING & ENTERTAINMENT - 3.11% Pliant Corporation 743,301 Charter Communications Op LLC 1,299,375 Pregis Corporation 745,000 Citadel Broadcasting Corporation 37,895 Solo Cup Co. 55,179 CKX, Inc. 691,275 Tekni-Plex, Inc. 377,813 Interpublic Group of Companies 76,125 Vitex Packaging Group, Inc. -- Liberty Media Corporation 865,000 ------------ Mediacom Broadband LLC 1,190,625 9,251,136 Speedway Motorsports, Inc. 70,875 ------------ Virgin Media Finance PLC 1,328,250 Workplace Media Holding Co. 1,036,636 ------------ 6,596,056 ------------ - ---------------------------------------------------------------------------------------------------------------------------------- 32
MassMutual Corporate Investors CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
Fair Value/ Fair Value/ Industry Classification Market Value Market Value ------------ ------------ DISTRIBUTION - 1.91% ELECTRONICS - 0.92% Duncan Systems, Inc. $ 1,548,231 Connecticut Electric, Inc. $ 1,915,163 F C X Holdings Corporation 2,512,251 Directed Electronics, Inc. 40,541 ------------ ------------ 4,060,482 1,955,704 ------------ ------------ DIVERSIFIED/CONGLOMERATE, MANUFACTURING - FARMING & AGRICULTURE - 1.31% 10.65% Waggin' Train Holdings LLC 2,776,218 A H C Holding Company, Inc. 2,633,225 ------------ Activant Solutions, Inc. 115,875 FINANCIAL SERVICES - 0.90% Arrow Tru-Line Holdings, Inc. 1,383,511 Ford Motor Credit Co. 224,125 C D N T, Inc. 1,357,574 General Motors Acceptance Corporation 794,625 Douglas Dynamics LLC 787,800 Hawker Beechcraft Acquisition Co. 420,000 Great Lakes Dredge & Dock Corporation 857,500 Highgate Capital LLC -- K P I Holdings, Inc. 1,732,013 Leucadia National Corporation 414,000 MEGTEC Holdings, Inc. 2,495,040 Preferred Blocker, Inc. 61,499 Milwaukee Gear Company 2,587,760 ------------ Nortek, Inc. 140,438 1,914,249 Pearlman Enterprises, Inc. -- ------------ Polypore, Inc. 1,293,925 HEALTHCARE, EDUCATION & CHILDCARE - 6.18% Postle Aluminum Company LLC 619,322 A T I Acquisition Company 4,388,315 Radiac Abrasives, Inc. 2,875,960 American Hospice Management Holding LLC 3,740,664 Trimas Corporation 922,780 Community Health Systems, Inc. 1,176,000 Truck Bodies & Equipment International 708,895 F H S Holdings LLC 1,195,313 Xaloy Superior Holdings, Inc. 2,076,736 H C A, Inc. 35,788 ------------ Synteract Holdings Corporation 2,578,385 22,588,354 Touchstone Health Partnership -- ------------ ------------ DIVERSIFIED/CONGLOMERATE, SERVICE - 9.50% 13,114,465 A W X Holdings Corporation 1,363,914 ------------ Advanced Technologies Holdings 2,640,297 HOME & OFFICE FURNISHINGS, HOUSEWARES, AND Apex Analytix Holding Corporation 1,969,920 DURABLE CONSUMER PRODUCTS - 9.52% Clough, Harbour, and Associates 2,735,055 Connor Sport Court International, Inc. 2,603,184 Corrections Corporation of America 147,750 H M Holding Company -- Crane Rental Corporation 2,584,511 Home Decor Holding Company 2,195,475 Diversco, Inc./DHI Holdings, Inc. 1,319,430 Justrite Manufacturing Acquisition Co. 1,789,114 Dwyer Group, Inc. 1,536,565 K H O F Holdings, Inc. 2,509,872 Fowler Holding, Inc. -- Monessen Holding Corporation 2,496,425 Insurance Claims Management, Inc. 143,068 Stanton Carpet Holding Co. 2,257,847 Interline Brands, Inc. 1,280,500 Transpac Holdings Company 1,507,055 Mail Communications Group, Inc. 1,356,550 U M A Enterprises, Inc. 1,771,988 Nesco Holdings Corporation 3,046,647 U-Line Corporation 1,599,785 Pearlman Enterprises, Inc. -- Wellborn Forest Holding Co. 1,463,063 Videotron, Ltd. 40,650 ------------ ------------ 20,193,808 20,164,857 ------------ ------------ - ---------------------------------------------------------------------------------------------------------------------------------- 33
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
Fair Value/ Fair Value/ Industry Classification Market Value Market Value ------------ ------------ LEISURE, AMUSEMENT, ENTERTAINMENT - 3.68% MINING, STEEL, IRON & NON PRECIOUS METALS - A M C Entertainment, Inc. $ 1,981,013 1.76% Bally Total Fitness Holding Corporation 10 T H I Acquisition, Inc. $ 2,621,148 Harrah's Operating Escrow LLC 307,125 Teck Cominco, Ltd. 201,200 MGM Mirage, Inc. 126,188 Tube City IMS Corporation 918,750 O E D Corp/Diamond Jo Company Guarantee 895,000 ------------ Savage Sports Holding, Inc. 2,685,783 3,741,098 Seneca Gaming Corporation 432,500 ------------ Ticketmaster Entertainment, Inc. 445,000 NATURAL RESOURCES - 1.22% Tunica-Biloxi Gaming Authority 946,000 Appleton Papers, Inc. 195,000 ------------ Cenveo Corporation 985,000 7,818,619 Intrepid Potash, Inc. 10,249 ------------ Rock-Tenn Co. 1,093,813 MACHINERY - 10.53% SandRidge Energy, Inc. 307,800 A S A P Industries LLC 1,302,029 ------------ Davis-Standard LLC 3,219,712 2,591,862 E S P Holdco, Inc. 2,313,240 ------------ Integration Technology Systems, Inc. -- OIL & GAS - 2.08% K-Tek Holdings Corporation 2,770,488 Basic Energy Services 178,875 M V I Holding, Inc. 1,310,799 Brigham Exploration Co. 822,000 Manitowoc Company, Inc. 147,750 Chaparral Energy, Inc. 930,000 Morton Industrial Group, Inc. -- Denbury Resources, Inc. 51,375 Navis Global 304,039 Mariner Energy, Inc. 159,200 NetShape Technologies, Inc. 1,274,705 North American Energy Partners 1,013,550 Pacific Consolidated Holdings LLC 1,271,176 Total E & S, Inc. 1,257,621 Power Services Holding Company 2,736,591 ------------ R E I Delaware Holding, Inc. 2,532,981 4,412,621 Safety Speed Cut Manufacturing Company, Inc. 553,136 ------------ Stanadyne Corporation 1,170,000 PHARMACEUTICALS - 1.28% Stewart & Stevenson LLC 1,230,600 CorePharma LLC 2,709,818 Supreme Industries, Inc. 200,184 ------------ ------------ PUBLISHING/PRINTING - 1.14% 22,337,430 Newark Group, Inc. 18,063 ------------ Quebecor Media, Inc. 951,563 MEDICAL DEVICES/BIOTECH - 3.75% Scholastic Corporation 1,222,500 Coeur, Inc. 1,304,370 Sheridan Acquisition Corporation 225,000 E X C Acquisition Corporation 313,166 ------------ ETEX Corporation -- 2,417,126 MedSystems Holdings LLC 1,301,453 ------------ MicroGroup, Inc. 3,818,060 RETAIL STORES - 0.91% OakRiver Technology, Inc. 1,227,864 Olympic Sales, Inc. 265,814 TherOX, Inc. -- Rental Service Corporation 401,250 ------------ Rite Aid Corporation 60,000 7,964,913 United Rentals, Inc. 1,211,250 ------------ ------------ 1,938,314 ------------ - ---------------------------------------------------------------------------------------------------------------------------------- 34
MassMutual Corporate Investors CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) June 30, 2009 (Unaudited)
Fair Value/ Fair Value/ Industry Classification Market Value Market Value ------------ ------------ TECHNOLOGY - 3.64% WASTE MANAGEMENT / POLLUTION - 2.59% Compucom Systems, Inc. $ 1,100,575 Terra Renewal LLC $ 2,441,243 EnerNOC, Inc. 949,709 Torrent Group Holdings, Inc. 2,015,122 Sencore Holding Company 2,616,043 Waste Services, Inc. 1,036,750 Smart Source Holdings LLC 3,050,706 ------------ ------------ 5,493,115 7,717,033 ------------ ------------ TELECOMMUNICATIONS - 3.33% All Current Holding Company 1,264,861 TOTAL INVESTMENTS - 111.28% $236,160,888 Cincinnati Bell, Inc. 805,500 ============ Intelsat Bermuda Ltd. 1,208,025 ITC^DeltaCom, Inc. 178,666 Telecorps Holdings, Inc. 2,626,560 Time Warner Telecom Holdings 992,500 ------------ 7,076,112 ------------ TRANSPORTATION - 1.91% NABCO, Inc. 407,710 RailAmerica, Inc. 289,500 Tangent Rail Corporation 3,357,835 ------------ 4,055,045 ------------ UTILITIES - 3.61% Dynegy Holdings, Inc. 646,363 El Paso Corporation 659,625 Inergy LP 447,675 Intergen NV 710,625 Markwest Energy Operating Co. 959,475 N R G Energy, Inc. 193,000 Public Service Electric & Gas 3,275,000 T X U Energy Company LLC 778,125 ------------ 7,669,888 ------------ See Notes to Consolidated Financial Statements - ---------------------------------------------------------------------------------------------------------------------------------- 35
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 diversified 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 are consolidated 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 the 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, - -------------------------------------------------------------------------------- 36 MassMutual Corporate Investors NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(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 $178,434,469 (84.08% of net assets) as of June 30, 2009 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, 2009, 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. 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 on 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, prepayments 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, 2009: ASSETS TOTAL LEVEL 1 LEVEL 2 LEVEL 3 - -------------------------------------------------------------------------------- Restricted Securities $188,674,198 $ -- $10,239,729 $178,434,469 Public Securities 44,211,690 2,671,528 41,540,152 10 Short-term Securities 3,275,000 -- 3,275,000 -- - -------------------------------------------------------------------------------- TOTAL $236,160,888 $2,671,528 $55,054,881 $178,434,479 Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value: RESTRICTED PUBLIC SHORT-TERM ASSETS SECURITIES SECURITIES SECURITIES TOTAL - -------------------------------------------------------------------------------- Beginning balance at 12/31/2008 $182,799,290 $260 $ -- $182,799,550 Total gains or losses (realized/unrealized) included in earnings* (11,546,700) (250) -- (11,546,950) Purchases, sales, issuances & settlements (net) 7,181,879 -- -- 7,181,879 Transfers in and / or out of Level 3 -- -- -- -- - -------------------------------------------------------------------------------- ENDING BALANCE AT 06/30/2009 $178,434,469 $ 10 $ -- $178,434,479 * The amount of net losses for the period included in earnings attributable to the change in unrealized gains or losses relating to Level 3 assets still held at 06/30/09 is $(11,813,943). 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. - -------------------------------------------------------------------------------- 37 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 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, 2009, the MMCI Subsidiary Trust has accrued income tax expense of $10,479. 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, 2009, no provision for uncertain income tax positions 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 Trust's custodian fees are reported as fees paid indirectly on the Statement of Operations. For the six months ended June 30, 2009, 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 24, 2009, 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 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 arrangements between Babson Capital and the Trust; fee and expense information, including comparative fee and expense - -------------------------------------------------------------------------------- 38 MassMutual Corporate Investors NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) (UNAUDITED) 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 its recommendation that the Trustees approve 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, the Trustees considered, among other factors: (i) the scope of services required to be provided by Babson Capital 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 Trustees concluded that, overall, they are satisfied with the nature, extent and quality of services provided by Babson Capital, and expected to be provided in the future, under the renewed Contract. INVESTMENT PERFORMANCE The Board also examined the Trust's short-term, intermediate-term, and long-term performance as compared against various benchmark indices presented at the meeting, which showed that the Trust had outperformed such indices for the 1-, 3-, 5-, and 10-year periods. 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 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, which also is advised by Babson Capital. Under the terms of its Investment Advisory and Administrative Services Contract, MassMutual Participation Investors 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 noted the advisory fee charged by Babson Capital to Tower Square Capital Partners, L.P., Tower Square Capital Partners II, L.P., and Tower Square Capital Partners III, L.P., each a private mezzanine fund 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. - -------------------------------------------------------------------------------- 39 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 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 and noted that the minimum starting point for fee reductions in those funds was at least $200 million, the value of the Trust's current net assets. 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 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, 2009, 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 a 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. 5. PURCHASES AND SALES OF INVESTMENTS FOR THE SIX MONTHS ENDED 06/30/2009 COST OF PROCEEDS FROM INVESTMENTS SALES OR ACQUIRED MATURITIES -------- ---------- Corporate restricted securities $ 17,490,357 $ 9,119,396 Corporate public securities 2,036,511 8,596,097 The aggregate cost of investments is substantially the same for financial reporting and federal income tax purposes as of June 30, 2009. The net unrealized depreciation of investments for financial reporting and federal tax purposes as of June 30, 2009 is $45,442,072 and consists of $18,160,874 appreciation and $63,602,946 depreciation. 6. QUARTERLY RESULTS OF INVESTMENT OPERATIONS MARCH 31, 2009 AMOUNT PER SHARE ------ --------- Investment income $ 6,499,219 Net investment income 5,338,941 $ 0.57 Net realized and unrealized loss on investments (net of taxes) (13,236,961) (1.42) JUNE 30, 2009 AMOUNT PER SHARE ------ --------- Investment income $ 5,866,032 Net investment income 4,582,972 $ 0.49 Net realized and unrealized gain on investments (net of taxes) 12,423,184 1.34 7. RESULTS OF SHAREHOLDER MEETING The Annual Meeting of Shareholders was held on Friday, April 24, 2009. The Shareholders were asked to vote to elect as trustees William J. Barrett, Martin T. Hart, and Clifford M. Noreen for three year terms. The Shareholders approved the proposals. The Trust's other trustees, Donald E. Benson, Michael H. Brown, Donald Glickman, Robert E. Joyal, Corine T. Norgaard, and Maleyne M. Syracuse continued to serve their respective terms following the April 24, 2009 Annual Shareholders Meeting. The results of the Shareholder voting are set forth below. % OF SHARES SHARES FOR WITHHELD TOTAL VOTED FOR William J. Barrett 7,564,750 220,353 7,785,103 97.17% Martin T. Hart 7,565,857 219,246 7,785,103 97.18% Clifford M. Noreen 7,533,358 251,745 7,785,103 96.77% - -------------------------------------------------------------------------------- 40 MassMutual Corporate Investors MEMBERS OF THE BOARD OF TRUSTEES Donald Glickman Robert E. Joyal William J. Barrett Michael H. Brown* Donald E. Benson* Dr. Corine T. Norgaard* Clifford M. Noreen Martin T. Hart Maleyne M. Syracuse *Member of the Audit Committee OFFICERS Clifford M. Noreen Chairman Michael L. Klofas President James M. Roy Vice President & Chief Financial Officer Patricia J. Walsh Vice President, Secretary & Chief Legal Officer Jill A. Fields Vice President Michael P. Hermsen Vice President Mary Wilson Kibbe 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"). 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., Transfer Agent for MassMutual Corporate Investors' Dividend Reinvestment and Share Purchase Plan, P.O. Box 173673, Denver, CO 80217-3673. [LOGO] MassMutual Corporate Investors CI3554 ITEM 2. CODE OF ETHICS. Not applicable to this filing. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable to this filing. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable to this filing. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable to 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 to this filing. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to 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) CERTIFICATIONS PURSUANT TO RULE 30a-2(b) UNDER THE ACT. 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/ Michael L. Klofas ---------------------------------- Michael L. Klofas, President ---------------------------------- Date: September 9, 2009 ---------------------------------- 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/ Michael L. Klofas ---------------------------------- Michael L. Klofas, President ---------------------------------- Date: September 9, 2009 ---------------------------------- By: /s/ James M. Roy ---------------------------------- James M. Roy, Vice President and Chief Financial Officer ---------------------------------- Date: September 9, 2009 ------------------------------ EX-99.CERT 2 exh99-311_16556.txt SECTION 302 CERTIFICATIONS OF C.EO. & C.F.O. EXHIBIT-99.31.1 --------------- CERTIFICATION ------------- ITEM 12(a)(2) PRINCIPAL EXECUTIVE OFFICER CERTIFICATION I, Michael L. Klofas, certify that: 1. I have reviewed this report on Form N-CSR of MassMutual Corporate Investors; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: September 9, 2009 /s/ Michael L. Klofas - -------------------------------- Michael L. Klofas President MassMutual Corporate Investors EXHIBIT-99.31.2 --------------- CERTIFICATION ------------- ITEM 12(a)(2) PRINCIPAL FINANCIAL OFFICER CERTIFICATION I, James M. Roy, certify that: 1. I have reviewed this report on Form N-CSR of MassMutual Corporate Investors; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: September 9, 2009 /s/ James M. Roy - -------------------------------- James M. Roy Vice President and Chief Financial Officer MassMutual Corporate Investors EX-99.906CERT 3 exh99-32_16556.txt SECTION 906 CERTIFICATIONS OF C.E.O. & C.F.O. EXHIBIT-99.32 ------------- ITEM 12(b) To my knowledge, this periodic report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer. /s/ Michael L. Klofas - -------------------------------- Michael L. Klofas President MassMutual Corporate Investors /s/ James M. Roy - -------------------------------- James M. Roy Vice President and Chief Financial Officer MassMutual Corporate Investors September 9, 2009 -----END PRIVACY-ENHANCED MESSAGE-----