-----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,
 V2TK0FscR0Dbn2bM7USnkWWgfTWThz+IQ+qHIgyZ5gA++nQagVKMoRbrSIjGxhHm
 xcdh/pmWSyHuJ3HAtA7+vw==

<SEC-DOCUMENT>0001072613-07-002035.txt : 20070829
<SEC-HEADER>0001072613-07-002035.hdr.sgml : 20070829
<ACCEPTANCE-DATETIME>20070829134357
ACCESSION NUMBER:		0001072613-07-002035
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070630
FILED AS OF DATE:		20070829
DATE AS OF CHANGE:		20070829
EFFECTIVENESS DATE:		20070829

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MASSMUTUAL PARTICIPATION INVESTORS
		CENTRAL INDEX KEY:			0000831655
		IRS NUMBER:				043025730
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05531
		FILM NUMBER:		071086847

	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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MASSMUTUAL CORPORATE INVESTORS II
		DATE OF NAME CHANGE:	19880417
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>MASSMUTUAL PARTICIPATION INVESTORS
<TEXT>
<PAGE>      PAGE  1
000 A000000 06/30/2007
000 C000000 0000831655
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 MASSMUTUAL PARTICIPATION INVESTORS
001 B000000 811-5531
001 C000000 4132261000
002 A000000 1500 MAIN STREET, SUITE 600
002 B000000 SPRINGFIELD
002 C000000 MA
002 D010000 01115
002 D020000 5189
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
007 C010200  2
007 C010300  3
007 C010400  4
007 C010500  5
007 C010600  6
007 C010700  7
007 C010800  8
007 C010900  9
007 C011000 10
008 A000001 BABSON CAPITAL MANAGEMENT LLC
008 B000001 A
008 C000001 801-241
008 D010001 SPRINGFIELD
008 D020001 MA
008 D030001 01115
008 D040001 5189
012 A000001 SHAREHOLDER FINANCIAL SERVICES, INC.
012 B000001 84-1817
012 C010001 DENVER
012 C020001 CO
012 C030001 80217
012 C040001 3673
013 A000001 KPMG LLP
013 B010001 BOSTON
013 B020001 MA
013 B030001 02110
013 B040001 2371
<PAGE>      PAGE  2
014 A000001 BABSON CAPITAL SECURITIES INC
014 B000001 8-47589
015 A000001 CITIBANK, N.A.
015 B000001 C
015 C010001 NEW YORK
015 C020001 NY
015 C030001 10043
015 E010001 X
018  000000 Y
019 A000000 Y
019 B000000    2
019 C000000 CIPIINVEST
020 A000001 FIRST BOSTON CORP.
020 B000001 13-5659485
020 C000001      1
020 A000002 MERRILL, LYNCH, PIERCE, FENNER & SMITH, INC.
020 B000002 13-5674085
020 C000002      0
020 A000003 SALOMON SMITH BARNEY HOLD INC.
020 B000003 11-2418191
020 C000003      0
020 A000004 WACHOVIA SECURITIES LLC
020 B000004 34-1542819
020 C000004      0
020 A000005 CIBC WORLD MARKETS CORP.
020 B000005 13-2798343
020 C000005      0
020 A000006 JP MORGAN CHASE
020 B000006 13-4994650
020 C000006      0
020 A000007 GOLDMAN, SACHS & CO.
020 B000007 13-5108880
020 C000007      0
020 A000008 LEHMAN BROTHERS
020 B000008 13-2518466
020 C000008      0
020 A000009 BEAR, STEARNS & CO.
020 B000009 13-3299429
020 C000009      0
020 A000010 PIPER, JAFFRAY INC.
020 B000010 41-0953246
020 C000010      0
021  000000        2
022 A000001 GOLDMAN, SACHS & CO.
022 B000001 13-5108880
022 C000001     77587
022 D000001        44
022 A000002 JP MORGAN CHASE
022 B000002 13-4994650
022 C000002     68337
022 D000002      1732
<PAGE>      PAGE  3
022 A000003 CITIGROUP
022 B000003 13-3214963
022 C000003     37634
022 D000003         0
022 A000004 SHEARSON LEHMAN AMER EXP
022 B000004 13-2518466
022 C000004     14301
022 D000004         0
022 A000005 MERRILL, LYNCH, PIERCE, FENNER & SMITH, INC.
022 B000005 13-5674085
022 C000005     13722
022 D000005        48
022 A000006 WACHOVIA SECURITIES LLC
022 B000006 34-1542819
022 C000006     10238
022 D000006         0
022 A000007 FIRST BOSTON CORP.
022 B000007 13-5659485
022 C000007      5716
022 D000007       500
022 A000008 HKW & COMPANY
022 B000008 13-1769063
022 C000008      3543
022 D000008         0
022 A000009 P C G HOLDINGS GROUP, INC.
022 C000009      1334
022 D000009         0
022 A000010 WINDOW PRODUCTS, INC.
022 C000010      1325
022 D000010         0
023 C000000     286603
023 D000000       9767
024  000000 Y
025 A000001 LAZARD GROUP LLC
025 B000001 51-0278097
025 C000001 D
025 D000001     387
025 D000002       0
025 D000003       0
025 D000004       0
025 D000005       0
025 D000006       0
025 D000007       0
025 D000008       0
026 A000000 N
026 B000000 Y
026 C000000 N
026 D000000 Y
026 E000000 N
026 F000000 Y
026 G010000 N
<PAGE>      PAGE  4
026 G020000 N
026 H000000 N
027  000000 N
028 A010000         0
028 A020000         0
028 A030000         0
028 A040000         0
028 B010000         0
028 B020000         0
028 B030000         0
028 B040000         0
028 C010000         0
028 C020000         0
028 C030000         0
028 C040000         0
028 D010000         0
028 D020000         0
028 D030000         0
028 D040000         0
028 E010000         0
028 E020000         0
028 E030000         0
028 E040000         0
028 F010000         0
028 F020000         0
028 F030000         0
028 F040000         0
028 G010000         0
028 G020000         0
028 G030000         0
028 G040000         0
028 H000000         0
030 A000000      0
030 B000000  0.00
030 C000000  0.00
031 A000000      0
031 B000000      0
032  000000      0
033  000000      0
035  000000      0
036 B000000      0
038  000000      0
042 A000000   0
042 B000000   0
042 C000000   0
042 D000000   0
042 E000000   0
042 F000000   0
042 G000000   0
042 H000000   0
043  000000      0
<PAGE>      PAGE  5
044  000000      0
045  000000 Y
046  000000 N
047  000000 Y
048  000000  0.900
048 A010000        0
048 A020000 0.000
048 B010000        0
048 B020000 0.000
048 C010000        0
048 C020000 0.000
048 D010000        0
048 D020000 0.000
048 E010000        0
048 E020000 0.000
048 F010000        0
048 F020000 0.000
048 G010000        0
048 G020000 0.000
048 H010000        0
048 H020000 0.000
048 I010000        0
048 I020000 0.000
048 J010000        0
048 J020000 0.000
048 K010000        0
048 K020000 0.000
049  000000 N
050  000000 N
051  000000 N
052  000000 N
053 A000000 N
054 A000000 Y
054 B000000 Y
054 C000000 Y
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 Y
054 H000000 Y
054 I000000 N
054 J000000 Y
054 K000000 N
054 L000000 N
054 M000000 Y
054 N000000 N
054 O000000 Y
055 A000000 N
055 B000000 N
056  000000 Y
057  000000 N
<PAGE>      PAGE  6
058 A000000 N
059  000000 Y
060 A000000 Y
060 B000000 Y
061  000000        0
062 A000000 Y
062 B000000   0.0
062 C000000   0.0
062 D000000   0.0
062 E000000   0.0
062 F000000   0.0
062 G000000   0.0
062 H000000   0.0
062 I000000   4.2
062 J000000   0.0
062 K000000   0.0
062 L000000   0.0
062 M000000   0.0
062 N000000   0.0
062 O000000   0.0
062 P000000  82.6
062 Q000000   0.0
062 R000000  19.7
063 A000000   0
063 B000000  5.8
064 A000000 Y
064 B000000 Y
065  000000 N
066 A000000 Y
066 B000000 N
066 C000000 N
066 D000000 N
066 E000000 N
066 F000000 N
066 G000000 Y
067  000000 N
068 A000000 N
068 B000000 N
069  000000 N
070 A010000 Y
070 A020000 N
070 B010000 Y
070 B020000 Y
070 C010000 N
070 C020000 N
070 D010000 N
070 D020000 N
070 E010000 N
070 E020000 N
070 F010000 N
070 F020000 N
<PAGE>      PAGE  7
070 G010000 N
070 G020000 N
070 H010000 N
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 Y
070 K010000 N
070 K020000 N
070 L010000 Y
070 L020000 Y
070 M010000 N
070 M020000 N
070 N010000 Y
070 N020000 N
070 O010000 Y
070 O020000 Y
070 P010000 N
070 P020000 N
070 Q010000 N
070 Q020000 N
070 R010000 N
070 R020000 N
071 A000000     17053
071 B000000     18773
071 C000000    134437
071 D000000   13
072 A000000  6
072 B000000     6276
072 C000000      450
072 D000000        0
072 E000000       29
072 F000000      585
072 G000000        0
072 H000000        0
072 I000000        8
072 J000000       14
072 K000000        0
072 L000000       45
072 M000000       60
072 N000000        0
072 O000000        0
072 P000000      365
072 Q000000        0
072 R000000       46
072 S000000       18
072 T000000        0
072 U000000        0
072 V000000        0
072 W000000       63
<PAGE>      PAGE  8
072 X000000     1204
072 Y000000        0
072 Z000000     5551
072AA000000     2531
072BB000000       93
072CC010000        0
072CC020000     2473
072DD010000     2458
072DD020000        0
072EE000000        0
073 A010000   0.2500
073 A020000   0.0000
073 B000000   0.0000
073 C000000   0.0000
074 A000000      504
074 B000000        0
074 C000000     5522
074 D000000   107598
074 E000000     1299
074 F000000    17992
074 G000000        0
074 H000000        0
074 I000000     6248
074 J000000     1260
074 K000000        0
074 L000000     3037
074 M000000       13
074 N000000   143473
074 O000000      467
074 P000000      293
074 Q000000    12000
074 R010000        0
074 R020000        0
074 R030000        0
074 R040000      528
074 S000000        0
074 T000000   130185
074 U010000  9845812
074 U020000        0
074 V010000    13.22
074 V020000     0.00
074 W000000   0.0000
074 X000000     6903
074 Y000000        0
075 A000000        0
075 B000000   129066
076  000000    14.75
077 A000000 Y
077 O000000 Y
077 Q010000 N
077 Q020000 N
<PAGE>      PAGE  9
077 Q030000 N
078  000000 N
080 C000000        0
081 B000000   0
082 B000000        0
083 B000000        0
084 B000000        0
086 A010000     41
086 A020000    612
086 B010000      0
086 B020000      0
086 C010000      0
086 C020000      0
086 D010000      0
086 D020000      0
086 E010000      0
086 E020000      0
086 F010000      0
086 F020000      0
087 A010000 SHARES OF BENEFICIAL INTEREST
087 A020000 576299101
087 A030000 MPV
088 A000000 Y
088 B000000 N
088 C000000 N
088 D000000 N
SIGNATURE   JAMES M. ROY
TITLE       V.P. AND C.F.O.
<PAGE>
                           EXHIBIT INDEX TO FORM N-SAR
                      OF MASSMUTUAL PARTICIPATION INVESTORS
                   FOR SEMI-ANNUAL PERIOD ENDED JUNE 30, 2007


EXHIBIT NO.                   DESCRIPTION

77O               Transactions Effected Pursuant to Rule 10f-3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77O
<SEQUENCE>2
<FILENAME>exh-77o_15389.txt
<DESCRIPTION>RULE 10F-3 TRANSACTIONS
<TEXT>
                                                                     EXHIBIT 77O
                                                                     -----------

                       MASSMUTUAL PARTICIPATION INVESTORS

                                RULE 10F-3 REPORT

NAME OF FUND: MASSMUTUAL PARTICIPATION INVESTORS
NAME OF SUB-ADVISOR: BABSON CAPITAL MANAGEMENT LLC
RULE 10F-3 REPORT - ACQUISITION OF SECURITIES DURING EXISTENCE OF AN
UNDERWRITING OR SELLING SYNDICATE IN THE 1ST QUARTER OF 2007.
NAME OF AFFILIATE MEMBER OF UNDERWRITING OR SELLING SYNDICATE - JEFFERIES & CO.

<TABLE><CAPTION>
=============== =============== =============== ============= ================= =====================================
Type of         Issuer Name     Description     Date of       Underwriter       Name of Affiliated Underwriter
Security*                       of Security     Purchase      from who          managing or participating in
(indicate A,                                                  purchased         syndicate (attach list of all
B, C, D or E)                                                                   members of syndicate)
=============== =============== =============== ============= ================= =====================================
<S>             <C>             <C>             <C>           <C>               <C>
A               Sourcefire,     Common          03/08/07      Morgan Stanley    Jefferies & Co.
                Inc.            Stock
</TABLE>

* Indicate (A) if part of an issue registered under the Securities Act of 1933
that is being offered to the public, (B) part of an issue of government
securities, as defined in section 2(a)(16) of the Investment Company Act of
1940, (C) if Eligible Municipal Securities, (D) if Securities sold in an
Eligible Foreign Offering, (E) if Securities sold in an Eligible Rule 144A
Offering.


<TABLE><CAPTION>
===================== ============================ ================================== ===============================
                      (X)                          (Y)
Aggregate principal   Aggregate principal amount   The principal amount of the        Purchase price, net of fees
amount of purchase    of such class of             offering of such class sold by     and expenses
of any class of the   securities being offered     underwriters or members of the     [MAY NOT EXCEED COLUMN (Z)
offering $ and # of   [FOR SECURITIES NOT          selling syndicate to qualified     UNLESS OFFERED FOR
shares. [THIS         PURCHASED IN AN ELIGIBLE     institutional buyers, as defined   SUBSCRIPTION UPON EXERCISE OF
AMOUNT, WHEN ADDED    RULE 144A OFFERING]          in Rule 144A(a)(1), plus (b) the   RIGHTS]
TO PURCHASES BY                                    principal amount of the offering
OTHER INVESTMENT                                   of such class in any concurrent
COMPANIES FOR WHOM                                 public offering.
THE ADVISER AND THE                                [FOR SECURITIES PURCHASED IN AN
RELEVANT                                           ELIGIBLE RULE 144A OFFERING]
SUB-ADVISER, IF
ANY, ACT AS
ADVISER, MAY NOT
EXCEED 25% OF
COLUMN (X) OR (Y)
===================== ============================ ================================== ===============================
<S>                   <C>                          <C>                                <C>
$6,000                $586.55 Mln                  N/A                                $15.00 per share
400  Shares
</TABLE>



                                   PAGE 1 OF 3
<PAGE>
<TABLE><CAPTION>
==================== ======================================================= ========================================
                     (Z)
Date offering        Price paid by each other purchaser in the offering or   Commission, spread or profit
commenced            in any concurrent offering of the securities prior to
                     close of first full business day on which sales are
                     made.
- -------------------- ------------------------------------------------------- ----------------------------------------
<S>                  <C>                                                     <C>
03/08/07                                $15.00 per share                     Gross Spread: $1.050
                                                                             Selling Concession: $0.630
</TABLE>

The undersigned certifies that the information contained herein is complete and
accurate and the following conditions have been satisfied:

1.   The purchase price did not exceed the price paid by each other purchaser in
     the offering or in any concurrent offering of the securities prior to the
     close of the first full business day on which sales are made (or, if a
     rights offering, the securities were purchased on the fourth day preceding
     the day on which the offering terminated).

2.   The underwriting was a firm commitment underwriting.

3.   The commission, spread or profit was reasonable and fair in relation to
     that being received by others for underwriting similar securities during
     the same period.

4.   For securities that are not municipal securities - The issuer has been in
     continuous operation for not less than three years, including the
     operations of any predecessors.

5.   For municipal securities only - The issue of securities has received an
     investment grade rating from a nationally recognized statistical rating
     organization or, if the issuer or entity supplying the revenues from which
     the issue is to be paid has been in operation less than three years
     (including the operations of any predecessors), it has received one of the
     three highest ratings from at least one such rating service.

6.   The amount of such securities purchased by all of the investment companies
     advised by the adviser and the relevant sub-adviser(s) to the Fund
     purchasing such securities did not exceed 25% of column X or Y.

7.   No Affiliated Underwriter was a direct or indirect participant in the sale.

8.   Each transaction specified in this report has been effected in compliance
     with SEC Rule 10f-3.




                                   PAGE 2 OF 3
<PAGE>


                                SOURCEFIRE, INC.
                               Syndicate's Members





Lead Manager:
     Morgan Stanley

Co-Managers:
     Jefferies & Co.
     Lehman Brothers
     UBS Investment Bank/US

Selling Group:
     Kaufmann Bros. LP































                                   PAGE 3 OF 3
<PAGE>
                       MASSMUTUAL PARTICIPATION INVESTORS

                                RULE 10F-3 REPORT

NAME OF FUND:  MASSMUTUAL PARTICIPATION INVESTORS
NAME OF SUB-ADVISOR:  BABSON CAPITAL MANAGEMENT LLC
RULE 10F-3 REPORT - ACQUISITION OF SECURITIES DURING EXISTENCE OF AN
UNDERWRITING OR SELLING SYNDICATE IN THE 1ST QUARTER OF 2007.
NAME OF AFFILIATE MEMBER OF UNDERWRITING OR SELLING SYNDICATE - JEFFERIES & CO.
<TABLE><CAPTION>
=============== =============== =============== ============= ================= =====================================
Type of         Issuer Name     Description     Date of       Underwriter       Name of Affiliated Underwriter
Security*                       of Security     Purchase      from who          managing or participating in
(indicate A,                                                  purchased         syndicate (attach list of all
B, C, D or E)                                                                   members of syndicate)
=============== =============== =============== ============= ================= =====================================
<S>             <C>             <C>             <C>           <C>               <C>
A               Cellcom         Common          02/05/07      Goldman Sachs    Jefferies & Co.
                Israel Ltd      Stock                         & Co.
</TABLE>

* Indicate (A) if part of an issue registered under the Securities Act of 1933
that is being offered to the public, (B) part of an issue of government
securities, as defined in section 2(a)(16) of the Investment Company Act of
1940, (C) if Eligible Municipal Securities, (D) if Securities sold in an
Eligible Foreign Offering, (E) if Securities sold in an Eligible Rule 144A
Offering.


<TABLE><CAPTION>
===================== ============================ ================================== ===============================
                      (X)                          (Y)
Aggregate principal   Aggregate principal amount   The principal amount of the        Purchase price, net of fees
amount of purchase    of such class of             offering of such class sold by     and expenses
of any class of the   securities being offered     underwriters or members of the     [MAY NOT EXCEED COLUMN (Z)
offering $ and # of   [FOR SECURITIES NOT          selling syndicate to qualified     UNLESS OFFERED FOR
shares. [THIS         PURCHASED IN AN ELIGIBLE     institutional buyers, as defined   SUBSCRIPTION UPON EXERCISE OF
AMOUNT, WHEN ADDED    RULE 144A OFFERING]          in Rule 144A(a)(1), plus (b) the   RIGHTS]
TO PURCHASES BY                                    principal amount of the offering
OTHER INVESTMENT                                   of such class in any concurrent
COMPANIES FOR WHOM                                 public offering.
THE ADVISER AND THE                                [FOR SECURITIES PURCHASED IN AN
RELEVANT                                           ELIGIBLE RULE 144A OFFERING]
SUB-ADVISER, IF
ANY, ACT AS
ADVISER, MAY NOT
EXCEED 25% OF
COLUMN (X) OR (Y)
===================== ============================ ================================== ===============================
<S>                   <C>                          <C>                                <C>
$58,000               $400.00 Mln                  N/A                                $20.00 per share
2900  Shares
</TABLE>

                                   PAGE 1 OF 3
<PAGE>
<TABLE><CAPTION>
==================== ======================================================= ========================================
                     (Z)
Date offering        Price paid by each other purchaser in the offering or   Commission, spread or profit
commenced            in any concurrent offering of the securities prior to
                     close of first full business day on which sales are
                     made.
==================== ======================================================= ========================================
<S>                  <C>                                                     <C>
02/05/07                                $20.00 per share                     Gross Spread: $1.300
                                                                             Selling Concession: $0.780
</TABLE>

The undersigned certifies that the information contained herein is complete and
accurate and the following conditions have been satisfied:

1.   The purchase price did not exceed the price paid by each other purchaser in
     the offering or in any concurrent offering of the securities prior to the
     close of the first full business day on which sales are made (or, if a
     rights offering, the securities were purchased on the fourth day preceding
     the day on which the offering terminated).

2.   The underwriting was a firm commitment underwriting.

3.   The commission, spread or profit was reasonable and fair in relation to
     that being received by others for underwriting similar securities during
     the same period.

4.   For securities that are not municipal securities - The issuer has been in
     continuous operation for not less than three years, including the
     operations of any predecessors.

5.   For municipal securities only - The issue of securities has received an
     investment grade rating from a nationally recognized statistical rating
     organization or, if the issuer or entity supplying the revenues from which
     the issue is to be paid has been in operation less than three years
     (including the operations of any predecessors), it has received one of the
     three highest ratings from at least one such rating service.

6.   The amount of such securities purchased by all of the investment companies
     advised by the adviser and the relevant sub-adviser(s) to the Fund
     purchasing such securities did not exceed 25% of column X or Y.

7.   No Affiliated Underwriter was a direct or indirect participant in the sale.

8.   Each transaction specified in this report has been effected in compliance
     with SEC Rule 10f-3.




                                   PAGE 2 OF 3
<PAGE>
                               CELLCOM ISRAEL LTD.
                               Syndicate's Members





Joint Lead-Books:
     Citigroup
     Deutsche Bank Securities Inc.
     Goldman Sachs & Co.

Co-Lead Manager:
     Merrill Lynch & Co.

Co-Managers:
     William Blair & Co. LLC
     Jefferies & Co.






                                   PAGE 3 OF 3
<PAGE>
                       MASSMUTUAL PARTICIPATION INVESTORS

                                RULE 10F-3 REPORT

NAME OF FUND:  MASSMUTUAL PARTICIPATION INVESTORS
NAME OF SUB-ADVISOR:  BABSON CAPITAL MANAGEMENT LLC
RULE 10F-3 REPORT - ACQUISITION OF SECURITIES DURING EXISTENCE OF AN
UNDERWRITING OR SELLING SYNDICATE IN THE 1ST QUARTER OF 2007.
NAME OF AFFILIATE MEMBER OF UNDERWRITING OR SELLING SYNDICATE - JEFFERIES & CO.
<TABLE><CAPTION>
=============== =============== =============== ============= ================= =====================================
Type of         Issuer Name     Description     Date of       Underwriter       Name of Affiliated Underwriter
Security*                       of Security     Purchase      from who          managing or participating in
(indicate A,                                                  purchased         syndicate (attach list of all
B, C, D or E)                                                                   members of syndicate)
=============== =============== =============== ============= ================= =====================================
<S>             <C>             <C>             <C>           <C>               <C>
A               Accuray Inc.    Common          02/07/07      JP Morgan         Jefferies & Co.
                                Stock                         Securities
</TABLE>

* Indicate (A) if part of an issue registered under the Securities Act of 1933
that is being offered to the public, (B) part of an issue of government
securities, as defined in section 2(a)(16) of the Investment Company Act of
1940, (C) if Eligible Municipal Securities, (D) if Securities sold in an
Eligible Foreign Offering, (E) if Securities sold in an Eligible Rule 144A
Offering.


<TABLE><CAPTION>
===================== ============================ ================================== ===============================
                      (X)                          (Y)
Aggregate principal   Aggregate principal amount   The principal amount of the        Purchase price, net of fees
amount of purchase    of such class of             offering of such class sold by     and expenses
of any class of the   securities being offered     underwriters or members of the     [MAY NOT EXCEED COLUMN (Z)
offering $ and # of   [FOR SECURITIES NOT          selling syndicate to qualified     UNLESS OFFERED FOR
shares. [THIS         PURCHASED IN AN ELIGIBLE     institutional buyers, as defined   SUBSCRIPTION UPON EXERCISE OF
AMOUNT, WHEN ADDED    RULE 144A OFFERING]          in Rule 144A(a)(1), plus (b) the   RIGHTS]
TO PURCHASES BY                                    principal amount of the offering
OTHER INVESTMENT                                   of such class in any concurrent
COMPANIES FOR WHOM                                 public offering.
THE ADVISER AND THE                                [FOR SECURITIES PURCHASED IN AN
RELEVANT                                           ELIGIBLE RULE 144A OFFERING]
SUB-ADVISER, IF
ANY, ACT AS
ADVISER, MAY NOT
EXCEED 25% OF
COLUMN (X) OR (Y)
===================== ============================ ================================== ===============================
<S>                   <C>                          <C>                                <C>
$18,000               $288.00 Mln                  N/A                                $18.00 per share
1000  Shares
</TABLE>

                                   PAGE 1 OF 3
<PAGE>
<TABLE><CAPTION>
==================== ======================================================= ========================================
                     (Z)
Date offering        Price paid by each other purchaser in the offering or   Commission, spread or profit
commenced            in any concurrent offering of the securities prior to
                     close of first full business day on which sales are
                     made.
==================== ======================================================= ========================================
<S>                  <C>                                                     <C>
02/07/07                                $18.00 per share                     Gross Spread: $1.260
                                                                             Selling Concession: $0.756
</TABLE>

The undersigned certifies that the information contained herein is complete and
accurate and the following conditions have been satisfied:

1.   The purchase price did not exceed the price paid by each other purchaser in
     the offering or in any concurrent offering of the securities prior to the
     close of the first full business day on which sales are made (or, if a
     rights offering, the securities were purchased on the fourth day preceding
     the day on which the offering terminated).

2.   The underwriting was a firm commitment underwriting.

3.   The commission, spread or profit was reasonable and fair in relation to
     that being received by others for underwriting similar securities during
     the same period.

4.   For securities that are not municipal securities - The issuer has been in
     continuous operation for not less than three years, including the
     operations of any predecessors.

5.   For municipal securities only - The issue of securities has received an
     investment grade rating from a nationally recognized statistical rating
     organization or, if the issuer or entity supplying the revenues from which
     the issue is to be paid has been in operation less than three years
     (including the operations of any predecessors), it has received one of the
     three highest ratings from at least one such rating service.

6.   The amount of such securities purchased by all of the investment companies
     advised by the adviser and the relevant sub-adviser(s) to the Fund
     purchasing such securities did not exceed 25% of column X or Y.

7.   No Affiliated Underwriter was a direct or indirect participant in the sale.

8.   Each transaction specified in this report has been effected in compliance
     with SEC Rule 10f-3.




                                   PAGE 2 OF 3
<PAGE>
                                  ACCURAY INC.
                               Syndicate's Members





Joint Lead Managers-Books:
     JP Morgan Securities
     UBS Securities

Co-Managers:
     Piper Jaffray & Co.
     Jefferies & Co.






                                   PAGE 3 OF 3
<PAGE>
                       MASSMUTUAL PARTICIPATION INVESTORS

                                RULE 10F-3 REPORT

NAME OF FUND:  MASSMUTUAL PARTICIPATION INVESTORS
NAME OF SUB-ADVISOR:  BABSON CAPITAL MANAGEMENT LLC
RULE 10F-3 REPORT - ACQUISITION OF SECURITIES DURING EXISTENCE OF AN
UNDERWRITING OR SELLING SYNDICATE IN THE 1ST QUARTER OF 2007.
NAME OF AFFILIATE MEMBER OF UNDERWRITING OR SELLING SYNDICATE - JEFFERIES & CO.
<TABLE><CAPTION>
=============== =============== =============== ============= ================= =====================================
Type of         Issuer Name     Description     Date of       Underwriter       Name of Affiliated Underwriter
Security*                       of Security     Purchase      from who          managing or participating in
(indicate A,                                                  purchased         syndicate (attach list of all
B, C, D or E)                                                                   members of syndicate)
=============== =============== =============== ============= ================= =====================================
<S>             <C>             <C>             <C>           <C>               <C>
A               Mellanox        Common          02/07/07      Credit Suisse     Jefferies & Co.
                Technologies    Stock                         Securities USA
                Inc.                                          LLC
</TABLE>

* Indicate (A) if part of an issue registered under the Securities Act of 1933
that is being offered to the public, (B) part of an issue of government
securities, as defined in section 2(a)(16) of the Investment Company Act of
1940, (C) if Eligible Municipal Securities, (D) if Securities sold in an
Eligible Foreign Offering, (E) if Securities sold in an Eligible Rule 144A
Offering.


<TABLE><CAPTION>
===================== ============================ ================================== ===============================
                      (X)                          (Y)
Aggregate principal   Aggregate principal amount   The principal amount of the        Purchase price, net of fees
amount of purchase    of such class of             offering of such class sold by     and expenses
of any class of the   securities being offered     underwriters or members of the     [MAY NOT EXCEED COLUMN (Z)
offering $ and # of   [FOR SECURITIES NOT          selling syndicate to qualified     UNLESS OFFERED FOR
shares. [THIS         PURCHASED IN AN ELIGIBLE     institutional buyers, as defined   SUBSCRIPTION UPON EXERCISE OF
AMOUNT, WHEN ADDED    RULE 144A OFFERING]          in Rule 144A(a)(1), plus (b) the   RIGHTS]
TO PURCHASES BY                                    principal amount of the offering
OTHER INVESTMENT                                   of such class in any concurrent
COMPANIES FOR WHOM                                 public offering.
THE ADVISER AND THE                                [FOR SECURITIES PURCHASED IN AN
RELEVANT                                           ELIGIBLE RULE 144A OFFERING]
SUB-ADVISER, IF
ANY, ACT AS
ADVISER, MAY NOT
EXCEED 25% OF
COLUMN (X) OR (Y)
===================== ============================ ================================== ===============================
<S>                   <C>                          <C>                                <C>
$3,400                $102.00 Mln                  N/A                                $17.00 per share
200  Shares
</TABLE>

                                   PAGE 1 OF 3
<PAGE>
<TABLE><CAPTION>
==================== ======================================================= ========================================
                     (Z)
Date offering        Price paid by each other purchaser in the offering or   Commission, spread or profit
commenced            in any concurrent offering of the securities prior to
                     close of first full business day on which sales are
                     made.
==================== ======================================================= ========================================
<S>                  <C>                                                     <C>
02/07/07                                $17.00 per share                     Gross Spread: $1.190
                                                                             Selling Concession: $0.714
</TABLE>

The undersigned certifies that the information contained herein is complete and
accurate and the following conditions have been satisfied:

1.   The purchase price did not exceed the price paid by each other purchaser in
     the offering or in any concurrent offering of the securities prior to the
     close of the first full business day on which sales are made (or, if a
     rights offering, the securities were purchased on the fourth day preceding
     the day on which the offering terminated).

2.   The underwriting was a firm commitment underwriting.

3.   The commission, spread or profit was reasonable and fair in relation to
     that being received by others for underwriting similar securities during
     the same period.

4.   For securities that are not municipal securities - The issuer has been in
     continuous operation for not less than three years, including the
     operations of any predecessors.

5.   For municipal securities only - The issue of securities has received an
     investment grade rating from a nationally recognized statistical rating
     organization or, if the issuer or entity supplying the revenues from which
     the issue is to be paid has been in operation less than three years
     (including the operations of any predecessors), it has received one of the
     three highest ratings from at least one such rating service.

6.   The amount of such securities purchased by all of the investment companies
     advised by the adviser and the relevant sub-adviser(s) to the Fund
     purchasing such securities did not exceed 25% of column X or Y.

7.   No Affiliated Underwriter was a direct or indirect participant in the sale.

8.   Each transaction specified in this report has been effected in compliance
     with SEC Rule 10f-3.




                                   PAGE 2 OF 3
<PAGE>
                           MELLANOX TECHNOLOGIES INC.
                               Syndicate's Members





Joint Lead Managers-Books:
     Credit Suisse Securities USA LLC
     JP Morgan Securities

Co-Managers:
     Thomas Weisel Partners LLC
     Jefferies & Co.






                                   PAGE 3 OF 3
<PAGE>
                       MASSMUTUAL PARTICIPATION INVESTORS

                                RULE 10F-3 REPORT

NAME OF FUND:  MASSMUTUAL PARTICIPATION INVESTORS
NAME OF SUB-ADVISOR:  BABSON CAPITAL MANAGEMENT LLC
RULE 10F-3 REPORT - ACQUISITION OF SECURITIES DURING EXISTENCE OF AN
UNDERWRITING OR SELLING SYNDICATE IN THE 1ST QUARTER OF 2007.
NAME OF AFFILIATE MEMBER OF UNDERWRITING OR SELLING SYNDICATE - JEFFERIES & CO.
<TABLE><CAPTION>
=============== =============== =============== ============= ================= =====================================
Type of         Issuer Name     Description     Date of       Underwriter       Name of Affiliated Underwriter
Security*                       of Security     Purchase      from who          managing or participating in
(indicate A,                                                  purchased         syndicate (attach list of all
B, C, D or E)                                                                   members of syndicate)
=============== =============== =============== ============= ================= =====================================
<S>             <C>             <C>             <C>           <C>               <C>
A               Fortress        Common          02/08/07      Lehman Brothers   Jefferies & Co.
                Investment      Stock                         Lazard Capital
                Group                                         Markets LLC
</TABLE>

* Indicate (A) if part of an issue registered under the Securities Act of 1933
that is being offered to the public, (B) part of an issue of government
securities, as defined in section 2(a)(16) of the Investment Company Act of
1940, (C) if Eligible Municipal Securities, (D) if Securities sold in an
Eligible Foreign Offering, (E) if Securities sold in an Eligible Rule 144A
Offering.


<TABLE><CAPTION>
===================== ============================ ================================== ===============================
                      (X)                          (Y)
Aggregate principal   Aggregate principal amount   The principal amount of the        Purchase price, net of fees
amount of purchase    of such class of             offering of such class sold by     and expenses
of any class of the   securities being offered     underwriters or members of the     [MAY NOT EXCEED COLUMN (Z)
offering $ and # of   [FOR SECURITIES NOT          selling syndicate to qualified     UNLESS OFFERED FOR
shares. [THIS         PURCHASED IN AN ELIGIBLE     institutional buyers, as defined   SUBSCRIPTION UPON EXERCISE OF
AMOUNT, WHEN ADDED    RULE 144A OFFERING]          in Rule 144A(a)(1), plus (b) the   RIGHTS]
TO PURCHASES BY                                    principal amount of the offering
OTHER INVESTMENT                                   of such class in any concurrent
COMPANIES FOR WHOM                                 public offering.
THE ADVISER AND THE                                [FOR SECURITIES PURCHASED IN AN
RELEVANT                                           ELIGIBLE RULE 144A OFFERING]
SUB-ADVISER, IF
ANY, ACT AS
ADVISER, MAY NOT
EXCEED 25% OF
COLUMN (X) OR (Y)
===================== ============================ ================================== ===============================
<S>                   <C>                          <C>                                <C>
$12,950               $634.29 Mln                  N/A                                $18.50 per share
700 Shares
</TABLE>

                                   PAGE 1 OF 3
<PAGE>
<TABLE><CAPTION>
==================== ======================================================= ========================================
                     (Z)
Date offering        Price paid by each other purchaser in the offering or   Commission, spread or profit
commenced            in any concurrent offering of the securities prior to
                     close of first full business day on which sales are
                     made.
==================== ======================================================= ========================================
<S>                  <C>                                                     <C>
02/08/07                                $18.50 per share                     Gross Spread: $1.110
                                                                             Selling Concession: $0.720
</TABLE>

The undersigned certifies that the information contained herein is complete and
accurate and the following conditions have been satisfied:

1.   The purchase price did not exceed the price paid by each other purchaser in
     the offering or in any concurrent offering of the securities prior to the
     close of the first full business day on which sales are made (or, if a
     rights offering, the securities were purchased on the fourth day preceding
     the day on which the offering terminated).

2.   The underwriting was a firm commitment underwriting.

3.   The commission, spread or profit was reasonable and fair in relation to
     that being received by others for underwriting similar securities during
     the same period.

4.   For securities that are not municipal securities - The issuer has been in
     continuous operation for not less than three years, including the
     operations of any predecessors.

5.   For municipal securities only - The issue of securities has received an
     investment grade rating from a nationally recognized statistical rating
     organization or, if the issuer or entity supplying the revenues from which
     the issue is to be paid has been in operation less than three years
     (including the operations of any predecessors), it has received one of the
     three highest ratings from at least one such rating service.

6.   The amount of such securities purchased by all of the investment companies
     advised by the adviser and the relevant sub-adviser(s) to the Fund
     purchasing such securities did not exceed 25% of column X or Y.

7.   No Affiliated Underwriter was a direct or indirect participant in the sale.

8.   Each transaction specified in this report has been effected in compliance
     with SEC Rule 10f-3.




                                   PAGE 2 OF 3
<PAGE>
                            FORTRESS INVESTMENT GROUP
                               Syndicate's Members





Joint Lead Managers-Books:
     Banc of America Securities LLC
     Citigroup
     Deutsche Bank Securities Inc.
     Goldman Sachs & Co.
     Lehman Brothers

Co-Managers:
     Bear Stearns & Co. Inc.
     Lazard Capital Markets LLC
     Merrill Lynch & Co.
     Morgan Stanley & Co., Inc.
     Wells Fargo Securities

Selling Group:
     Friedman Billings Ramsey & Co, Inc.
     JMP Securities
     Keybanc Capital Markets
     Sandler O'Neill & Partners
     Jefferies & Co.






                                   PAGE 3 OF 3
<PAGE>
                       MASSMUTUAL PARTICIPATION INVESTORS

                                RULE 10F-3 REPORT

NAME OF FUND:  MASSMUTUAL PARTICIPATION INVESTORS
NAME OF SUB-ADVISOR:  BABSON CAPITAL MANAGEMENT LLC
RULE 10F-3 REPORT - ACQUISITION OF SECURITIES DURING EXISTENCE OF AN
UNDERWRITING OR SELLING SYNDICATE IN THE 1ST QUARTER OF 2007.
NAME OF AFFILIATE MEMBER OF UNDERWRITING OR SELLING SYNDICATE - JEFFERIES & CO.
<TABLE><CAPTION>
=============== =============== =============== ============= ================= =====================================
Type of         Issuer Name     Description     Date of       Underwriter       Name of Affiliated Underwriter
Security*                       of Security     Purchase      from who          managing or participating in
(indicate A,                                                  purchased         syndicate (attach list of all
B, C, D or E)                                                                   members of syndicate)
=============== =============== =============== ============= ================= =====================================
<S>             <C>             <C>             <C>           <C>               <C>
A               Opnext Inc.     Common          02/14/07      Goldman Sachs     Jefferies & Co.
                                Stock                         & Co.
</TABLE>

* Indicate (A) if part of an issue registered under the Securities Act of 1933
that is being offered to the public, (B) part of an issue of government
securities, as defined in section 2(a)(16) of the Investment Company Act of
1940, (C) if Eligible Municipal Securities, (D) if Securities sold in an
Eligible Foreign Offering, (E) if Securities sold in an Eligible Rule 144A
Offering.


<TABLE><CAPTION>
===================== ============================ ================================== ===============================
                      (X)                          (Y)
Aggregate principal   Aggregate principal amount   The principal amount of the        Purchase price, net of fees
amount of purchase    of such class of             offering of such class sold by     and expenses
of any class of the   securities being offered     underwriters or members of the     [MAY NOT EXCEED COLUMN (Z)
offering $ and # of   [FOR SECURITIES NOT          selling syndicate to qualified     UNLESS OFFERED FOR
shares. [THIS         PURCHASED IN AN ELIGIBLE     institutional buyers, as defined   SUBSCRIPTION UPON EXERCISE OF
AMOUNT, WHEN ADDED    RULE 144A OFFERING]          in Rule 144A(a)(1), plus (b) the   RIGHTS]
TO PURCHASES BY                                    principal amount of the offering
OTHER INVESTMENT                                   of such class in any concurrent
COMPANIES FOR WHOM                                 public offering.
THE ADVISER AND THE                                [FOR SECURITIES PURCHASED IN AN
RELEVANT                                           ELIGIBLE RULE 144A OFFERING]
SUB-ADVISER, IF
ANY, ACT AS
ADVISER, MAY NOT
EXCEED 25% OF
COLUMN (X) OR (Y)
===================== ============================ ================================== ===============================
<S>                   <C>                          <C>                                <C>
$6,000                $253.64 Mln                  N/A                                $15.00 per share
400  Shares
</TABLE>

                                   PAGE 1 OF 3
<PAGE>
<TABLE><CAPTION>
==================== ======================================================= ========================================
                     (Z)
Date offering        Price paid by each other purchaser in the offering or   Commission, spread or profit
commenced            in any concurrent offering of the securities prior to
                     close of first full business day on which sales are
                     made.
==================== ======================================================= ========================================
<S>                  <C>                                                     <C>
02/14/07                                $15.00 per share                     Gross Spread: $1.050
                                                                             Selling Concession: $0.630
</TABLE>

The undersigned certifies that the information contained herein is complete and
accurate and the following conditions have been satisfied:

1.   The purchase price did not exceed the price paid by each other purchaser in
     the offering or in any concurrent offering of the securities prior to the
     close of the first full business day on which sales are made (or, if a
     rights offering, the securities were purchased on the fourth day preceding
     the day on which the offering terminated).

2.   The underwriting was a firm commitment underwriting.

3.   The commission, spread or profit was reasonable and fair in relation to
     that being received by others for underwriting similar securities during
     the same period.

4.   For securities that are not municipal securities - The issuer has been in
     continuous operation for not less than three years, including the
     operations of any predecessors.

5.   For municipal securities only - The issue of securities has received an
     investment grade rating from a nationally recognized statistical rating
     organization or, if the issuer or entity supplying the revenues from which
     the issue is to be paid has been in operation less than three years
     (including the operations of any predecessors), it has received one of the
     three highest ratings from at least one such rating service.

6.   The amount of such securities purchased by all of the investment companies
     advised by the adviser and the relevant sub-adviser(s) to the Fund
     purchasing such securities did not exceed 25% of column X or Y.

7.   No Affiliated Underwriter was a direct or indirect participant in the sale.

8.   Each transaction specified in this report has been effected in compliance
     with SEC Rule 10f-3.




                                   PAGE 2 OF 3
<PAGE>
                                  OPNEXT INC.
                               Syndicate's Members





Sole Manager:
     Goldman Sachs & Co.

Co-Managers:
     CIBC World Markets
     Cowen & Co.
     JP Morgan Securities
     Jefferies & Co.






                                   PAGE 3 OF 3
<PAGE>
                       MASSMUTUAL PARTICIPATION INVESTORS

                                RULE 10F-3 REPORT

NAME OF FUND:  MASSMUTUAL PARTICIPATION INVESTORS
NAME OF SUB-ADVISOR:  BABSON CAPITAL MANAGEMENT LLC
RULE 10F-3 REPORT - ACQUISITION OF SECURITIES DURING EXISTENCE OF AN
UNDERWRITING OR SELLING SYNDICATE IN THE 1ST QUARTER OF 2007.
NAME OF AFFILIATE MEMBER OF UNDERWRITING OR SELLING SYNDICATE - JEFFERIES & CO.
<TABLE><CAPTION>
=============== =============== =============== ============= ================= =====================================
Type of         Issuer Name     Description     Date of       Underwriter       Name of Affiliated Underwriter
Security*                       of Security     Purchase      from who          managing or participating in
(indicate A,                                                  purchased         syndicate (attach list of all
B, C, D or E)                                                                   members of syndicate)
=============== =============== =============== ============= ================= =====================================
<S>             <C>             <C>             <C>           <C>               <C>
A               Clearwire       Common          03/07/07      Merrill Lynch     Jefferies & Co.
                Corp.           Stock                         & Co.
</TABLE>

* Indicate (A) if part of an issue registered under the Securities Act of 1933
that is being offered to the public, (B) part of an issue of government
securities, as defined in section 2(a)(16) of the Investment Company Act of
1940, (C) if Eligible Municipal Securities, (D) if Securities sold in an
Eligible Foreign Offering, (E) if Securities sold in an Eligible Rule 144A
Offering.


<TABLE><CAPTION>
===================== ============================ ================================== ===============================
                      (X)                          (Y)
Aggregate principal   Aggregate principal amount   The principal amount of the        Purchase price, net of fees
amount of purchase    of such class of             offering of such class sold by     and expenses
of any class of the   securities being offered     underwriters or members of the     [MAY NOT EXCEED COLUMN (Z)
offering $ and # of   [FOR SECURITIES NOT          selling syndicate to qualified     UNLESS OFFERED FOR
shares. [THIS         PURCHASED IN AN ELIGIBLE     institutional buyers, as defined   SUBSCRIPTION UPON EXERCISE OF
AMOUNT, WHEN ADDED    RULE 144A OFFERING]          in Rule 144A(a)(1), plus (b) the   RIGHTS]
TO PURCHASES BY                                    principal amount of the offering
OTHER INVESTMENT                                   of such class in any concurrent
COMPANIES FOR WHOM                                 public offering.
THE ADVISER AND THE                                [FOR SECURITIES PURCHASED IN AN
RELEVANT                                           ELIGIBLE RULE 144A OFFERING]
SUB-ADVISER, IF
ANY, ACT AS
ADVISER, MAY NOT
EXCEED 25% OF
COLUMN (X) OR (Y)
===================== ============================ ================================== ===============================
<S>                   <C>                          <C>                                <C>
$50,000               $600.00 Mln                  N/A                                $25.00 per share
2000  Shares
</TABLE>

                                   PAGE 1 OF 3
<PAGE>
<TABLE><CAPTION>
==================== ======================================================= ========================================
                     (Z)
Date offering        Price paid by each other purchaser in the offering or   Commission, spread or profit
commenced            in any concurrent offering of the securities prior to
                     close of first full business day on which sales are
                     made.
==================== ======================================================= ========================================
<S>                  <C>                                                     <C>
03/07/07                                $25.00 per share                     Gross Spread: $1.500
                                                                             Selling Concession: $0.900
</TABLE>

The undersigned certifies that the information contained herein is complete and
accurate and the following conditions have been satisfied:

1.   The purchase price did not exceed the price paid by each other purchaser in
     the offering or in any concurrent offering of the securities prior to the
     close of the first full business day on which sales are made (or, if a
     rights offering, the securities were purchased on the fourth day preceding
     the day on which the offering terminated).

2.   The underwriting was a firm commitment underwriting.

3.   The commission, spread or profit was reasonable and fair in relation to
     that being received by others for underwriting similar securities during
     the same period.

4.   For securities that are not municipal securities - The issuer has been in
     continuous operation for not less than three years, including the
     operations of any predecessors.

5.   For municipal securities only - The issue of securities has received an
     investment grade rating from a nationally recognized statistical rating
     organization or, if the issuer or entity supplying the revenues from which
     the issue is to be paid has been in operation less than three years
     (including the operations of any predecessors), it has received one of the
     three highest ratings from at least one such rating service.

6.   The amount of such securities purchased by all of the investment companies
     advised by the adviser and the relevant sub-adviser(s) to the Fund
     purchasing such securities did not exceed 25% of column X or Y.

7.   No Affiliated Underwriter was a direct or indirect participant in the sale.

8.   Each transaction specified in this report has been effected in compliance
     with SEC Rule 10f-3.




                                   PAGE 2 OF 3
<PAGE>
                                 CLEARWIRE CORP.
                               Syndicate's Members





Joint Lead Managers-Books:
     JP Morgan
     Merrill Lynch & Co.
     Morgan Stanley

Joint Lead Managers:
     Bear Stearns & Co., Inc.
     Citigroup
     Wachovia Securities Inc.
     Jefferies & Co.

Co-Managers:
     Raymond James & Associates Inc.
     Stifel Nicolaus & Co., Inc.
     Think Equity Partners Craig Hallum

Selling Group:
     AG Edwards and Sons Inc.
     DA Davidson
     FMP Securities
     McAdams Wright Ragen Inc.
     Morgan Keegan & Co.
     Susquehanna Financial Group LLP





                                   PAGE 3 OF 3
<PAGE>
                       MASSMUTUAL PARTICIPATION INVESTORS

                                RULE 10F-3 REPORT

NAME OF FUND:  MASSMUTUAL PARTICIPATION INVESTORS
NAME OF SUB-ADVISOR:  BABSON CAPITAL MANAGEMENT LLC
RULE 10F-3 REPORT - ACQUISITION OF SECURITIES DURING EXISTENCE OF AN
UNDERWRITING OR SELLING SYNDICATE IN THE 2ND QUARTER OF 2007.
NAME OF AFFILIATE MEMBER OF UNDERWRITING OR SELLING SYNDICATE - JEFFERIES & CO.
<TABLE><CAPTION>
=============== =============== =============== ============= ================= =====================================
Type of         Issuer Name     Description     Date of       Underwriter       Name of Affiliated Underwriter
Security*                       of Security     Purchase      from who          managing or participating in
(indicate A,                                                  purchased         syndicate (attach list of all
B, C, D or E)                                                                   members of syndicate)
=============== =============== =============== ============= ================= =====================================
<S>             <C>             <C>             <C>           <C>               <C>
A               Enernoc Inc.    Common          05/17/07      Credit Suisse     Jefferies & Co.
                                Stock
</TABLE>

* Indicate (A) if part of an issue registered under the Securities Act of 1933
that is being offered to the public, (B) part of an issue of government
securities, as defined in section 2(a)(16) of the Investment Company Act of
1940, (C) if Eligible Municipal Securities, (D) if Securities sold in an
Eligible Foreign Offering, (E) if Securities sold in an Eligible Rule 144A
Offering.


<TABLE><CAPTION>
===================== ============================ ================================== ===============================
                      (X)                          (Y)
Aggregate principal   Aggregate principal amount   The principal amount of the        Purchase price, net of fees
amount of purchase    of such class of             offering of such class sold by     and expenses
of any class of the   securities being offered     underwriters or members of the     [MAY NOT EXCEED COLUMN (Z)
offering $ and # of   [FOR SECURITIES NOT          selling syndicate to qualified     UNLESS OFFERED FOR
shares. [THIS         PURCHASED IN AN ELIGIBLE     institutional buyers, as defined   SUBSCRIPTION UPON EXERCISE OF
AMOUNT, WHEN ADDED    RULE 144A OFFERING]          in Rule 144A(a)(1), plus (b) the   RIGHTS]
TO PURCHASES BY                                    principal amount of the offering
OTHER INVESTMENT                                   of such class in any concurrent
COMPANIES FOR WHOM                                 public offering.
THE ADVISER AND THE                                [FOR SECURITIES PURCHASED IN AN
RELEVANT                                           ELIGIBLE RULE 144A OFFERING]
SUB-ADVISER, IF
ANY, ACT AS
ADVISER, MAY NOT
EXCEED 25% OF
COLUMN (X) OR (Y)
===================== ============================ ================================== ===============================
<S>                   <C>                          <C>                                <C>
$369,600               $97.50 Mln                  N/A                                $22.00 per share
16,800  Shares
</TABLE>

                                   PAGE 1 OF 3
<PAGE>
<TABLE><CAPTION>
==================== ======================================================= ========================================
                     (Z)
Date offering        Price paid by each other purchaser in the offering or   Commission, spread or profit
commenced            in any concurrent offering of the securities prior to
                     close of first full business day on which sales are
                     made.
==================== ======================================================= ========================================
<S>                  <C>                                                     <C>
05/17/07                                $22.00 per share                     Gross Spread: $1.820
                                                                             Selling Concession: $1.092
</TABLE>

The undersigned certifies that the information contained herein is complete and
accurate and the following conditions have been satisfied:

1.   The purchase price did not exceed the price paid by each other purchaser in
     the offering or in any concurrent offering of the securities prior to the
     close of the first full business day on which sales are made (or, if a
     rights offering, the securities were purchased on the fourth day preceding
     the day on which the offering terminated).

2.   The underwriting was a firm commitment underwriting.

3.   The commission, spread or profit was reasonable and fair in relation to
     that being received by others for underwriting similar securities during
     the same period.

4.   For securities that are not municipal securities - The issuer has been in
     continuous operation for not less than three years, including the
     operations of any predecessors.

5.   For municipal securities only - The issue of securities has received an
     investment grade rating from a nationally recognized statistical rating
     organization or, if the issuer or entity supplying the revenues from which
     the issue is to be paid has been in operation less than three years
     (including the operations of any predecessors), it has received one of the
     three highest ratings from at least one such rating service.

6.   The amount of such securities purchased by all of the investment companies
     advised by the adviser and the relevant sub-adviser(s) to the Fund
     purchasing such securities did not exceed 25% of column X or Y.

7.   No Affiliated Underwriter was a direct or indirect participant in the sale.

8.   Each transaction specified in this report has been effected in compliance
     with SEC Rule 10f-3.




                                   PAGE 2 OF 3
<PAGE>
                                  ENERNOC INC.
                               Syndicate's Members





Joint Lead Managers-Books:
     Credit Suisse Securities USA LLC
     Morgan Stanley & Co. Inc.

Co-Managers:
     Canaccord Adams Inc.
     Jefferies & Co.










                                   PAGE 3 OF 3
<PAGE>
                       MASSMUTUAL PARTICIPATION INVESTORS

                                RULE 10F-3 REPORT

NAME OF FUND:  MASSMUTUAL PARTICIPATION INVESTORS
NAME OF SUB-ADVISOR:  BABSON CAPITAL MANAGEMENT LLC
RULE 10F-3 REPORT - ACQUISITION OF SECURITIES DURING EXISTENCE OF AN
UNDERWRITING OR SELLING SYNDICATE IN THE 2ND QUARTER OF 2007.
NAME OF AFFILIATE MEMBER OF UNDERWRITING OR SELLING SYNDICATE - JEFFERIES & CO.
<TABLE><CAPTION>
=============== =============== =============== ============= ================= =====================================
Type of         Issuer Name     Description     Date of       Underwriter       Name of Affiliated Underwriter
Security*                       of Security     Purchase      from who          managing or participating in
(indicate A,                                                  purchased         syndicate (attach list of all
B, C, D or E)                                                                   members of syndicate)
=============== =============== =============== ============= ================= =====================================
<S>             <C>             <C>             <C>           <C>               <C>
A               Limelight       Common          06/07/07      Goldman Sachs     Jefferies & Co.
                Networks Inc.   Stock
</TABLE>

* Indicate (A) if part of an issue registered under the Securities Act of 1933
that is being offered to the public, (B) part of an issue of government
securities, as defined in section 2(a)(16) of the Investment Company Act of
1940, (C) if Eligible Municipal Securities, (D) if Securities sold in an
Eligible Foreign Offering, (E) if Securities sold in an Eligible Rule 144A
Offering.


<TABLE><CAPTION>
===================== ============================ ================================== ===============================
                      (X)                          (Y)
Aggregate principal   Aggregate principal amount   The principal amount of the        Purchase price, net of fees
amount of purchase    of such class of             offering of such class sold by     and expenses
of any class of the   securities being offered     underwriters or members of the     [MAY NOT EXCEED COLUMN (Z)
offering $ and # of   [FOR SECURITIES NOT          selling syndicate to qualified     UNLESS OFFERED FOR
shares. [THIS         PURCHASED IN AN ELIGIBLE     institutional buyers, as defined   SUBSCRIPTION UPON EXERCISE OF
AMOUNT, WHEN ADDED    RULE 144A OFFERING]          in Rule 144A(a)(1), plus (b) the   RIGHTS]
TO PURCHASES BY                                    principal amount of the offering
OTHER INVESTMENT                                   of such class in any concurrent
COMPANIES FOR WHOM                                 public offering.
THE ADVISER AND THE                                [FOR SECURITIES PURCHASED IN AN
RELEVANT                                           ELIGIBLE RULE 144A OFFERING]
SUB-ADVISER, IF
ANY, ACT AS
ADVISER, MAY NOT
EXCEED 25% OF
COLUMN (X) OR (Y)
===================== ============================ ================================== ===============================
<S>                   <C>                          <C>                                <C>
$2,200                $240.00 Mln                  N/A                                $11.00 per share
200 Shares
</TABLE>

                                   PAGE 1 OF 3
<PAGE>
<TABLE><CAPTION>
==================== ======================================================= ========================================
                     (Z)
Date offering        Price paid by each other purchaser in the offering or   Commission, spread or profit
commenced            in any concurrent offering of the securities prior to
                     close of first full business day on which sales are
                     made.
==================== ======================================================= ========================================
<S>                  <C>                                                     <C>
06/07/07                                $11.00 per share                     Gross Spread: $1.050
                                                                             Selling Concession: $0.630
</TABLE>

The undersigned certifies that the information contained herein is complete and
accurate and the following conditions have been satisfied:

1.   The purchase price did not exceed the price paid by each other purchaser in
     the offering or in any concurrent offering of the securities prior to the
     close of the first full business day on which sales are made (or, if a
     rights offering, the securities were purchased on the fourth day preceding
     the day on which the offering terminated).

2.   The underwriting was a firm commitment underwriting.

3.   The commission, spread or profit was reasonable and fair in relation to
     that being received by others for underwriting similar securities during
     the same period.

4.   For securities that are not municipal securities - The issuer has been in
     continuous operation for not less than three years, including the
     operations of any predecessors.

5.   For municipal securities only - The issue of securities has received an
     investment grade rating from a nationally recognized statistical rating
     organization or, if the issuer or entity supplying the revenues from which
     the issue is to be paid has been in operation less than three years
     (including the operations of any predecessors), it has received one of the
     three highest ratings from at least one such rating service.

6.   The amount of such securities purchased by all of the investment companies
     advised by the adviser and the relevant sub-adviser(s) to the Fund
     purchasing such securities did not exceed 25% of column X or Y.

7.   No Affiliated Underwriter was a direct or indirect participant in the sale.

8.   Each transaction specified in this report has been effected in compliance
     with SEC Rule 10f-3.




                                   PAGE 2 OF 3
<PAGE>
                             LIMELIGHT NETWORKS INC.
                               Syndicate's Members





Lead Manager:
     Goldman Sachs & Co.

Joint Lead Manager:
     Morgan Stanley & Co., Inc.

Co-Managers:
     Friedman Billings Ramsey & Co. Inc.
     Jefferies & Co.
     Piper Jaffray & Co.










                                   PAGE 3 OF 3
<PAGE>
                       MASSMUTUAL PARTICIPATION INVESTORS

                                RULE 10F-3 REPORT

NAME OF FUND:  MASSMUTUAL PARTICIPATION INVESTORS
NAME OF SUB-ADVISOR:  BABSON CAPITAL MANAGEMENT LLC
RULE 10F-3 REPORT - ACQUISITION OF SECURITIES DURING EXISTENCE OF AN
UNDERWRITING OR SELLING SYNDICATE IN THE 2ND QUARTER OF 2007.
NAME OF AFFILIATE MEMBER OF UNDERWRITING OR SELLING SYNDICATE - JEFFERIES & CO.
<TABLE><CAPTION>
=============== =============== =============== ============= ================= =====================================
Type of         Issuer Name     Description     Date of       Underwriter       Name of Affiliated Underwriter
Security*                       of Security     Purchase      from who          managing or participating in
(indicate A,                                                  purchased         syndicate (attach list of all
B, C, D or E)                                                                   members of syndicate)
=============== =============== =============== ============= ================= =====================================
<S>             <C>             <C>             <C>           <C>               <C>
A               Comscore Inc.   Common          06/26/07      Credit Suisse     Jefferies & Co.
                                Stock
</TABLE>

* Indicate (A) if part of an issue registered under the Securities Act of 1933
that is being offered to the public, (B) part of an issue of government
securities, as defined in section 2(a)(16) of the Investment Company Act of
1940, (C) if Eligible Municipal Securities, (D) if Securities sold in an
Eligible Foreign Offering, (E) if Securities sold in an Eligible Rule 144A
Offering.


<TABLE><CAPTION>
===================== ============================ ================================== ===============================
                      (X)                          (Y)
Aggregate principal   Aggregate principal amount   The principal amount of the        Purchase price, net of fees
amount of purchase    of such class of             offering of such class sold by     and expenses
of any class of the   securities being offered     underwriters or members of the     [MAY NOT EXCEED COLUMN (Z)
offering $ and # of   [FOR SECURITIES NOT          selling syndicate to qualified     UNLESS OFFERED FOR
shares. [THIS         PURCHASED IN AN ELIGIBLE     institutional buyers, as defined   SUBSCRIPTION UPON EXERCISE OF
AMOUNT, WHEN ADDED    RULE 144A OFFERING]          in Rule 144A(a)(1), plus (b) the   RIGHTS]
TO PURCHASES BY                                    principal amount of the offering
OTHER INVESTMENT                                   of such class in any concurrent
COMPANIES FOR WHOM                                 public offering.
THE ADVISER AND THE                                [FOR SECURITIES PURCHASED IN AN
RELEVANT                                           ELIGIBLE RULE 144A OFFERING]
SUB-ADVISER, IF
ANY, ACT AS
ADVISER, MAY NOT
EXCEED 25% OF
COLUMN (X) OR (Y)
===================== ============================ ================================== ===============================
<S>                   <C>                          <C>                                <C>
$13,500                $87.45 Mln                  N/A                                $15.00 per share
900  Shares
</TABLE>

                                   PAGE 1 OF 3
<PAGE>
<TABLE><CAPTION>
==================== ======================================================= ========================================
                     (Z)
Date offering        Price paid by each other purchaser in the offering or   Commission, spread or profit
commenced            in any concurrent offering of the securities prior to
                     close of first full business day on which sales are
                     made.
==================== ======================================================= ========================================
<S>                  <C>                                                     <C>
06/26/07                                $15.00 per share                     Gross Spread: $1.155
                                                                             Selling Concession: $0.693
</TABLE>

The undersigned certifies that the information contained herein is complete and
accurate and the following conditions have been satisfied:

1.   The purchase price did not exceed the price paid by each other purchaser in
     the offering or in any concurrent offering of the securities prior to the
     close of the first full business day on which sales are made (or, if a
     rights offering, the securities were purchased on the fourth day preceding
     the day on which the offering terminated).

2.   The underwriting was a firm commitment underwriting.

3.   The commission, spread or profit was reasonable and fair in relation to
     that being received by others for underwriting similar securities during
     the same period.

4.   For securities that are not municipal securities - The issuer has been in
     continuous operation for not less than three years, including the
     operations of any predecessors.

5.   For municipal securities only - The issue of securities has received an
     investment grade rating from a nationally recognized statistical rating
     organization or, if the issuer or entity supplying the revenues from which
     the issue is to be paid has been in operation less than three years
     (including the operations of any predecessors), it has received one of the
     three highest ratings from at least one such rating service.

6.   The amount of such securities purchased by all of the investment companies
     advised by the adviser and the relevant sub-adviser(s) to the Fund
     purchasing such securities did not exceed 25% of column X or Y.

7.   No Affiliated Underwriter was a direct or indirect participant in the sale.

8.   Each transaction specified in this report has been effected in compliance
     with SEC Rule 10f-3.




                                   PAGE 2 OF 3
<PAGE>
                                  COMSCORE INC.
                               Syndicate's Members





Lead Manager:
     Credit Suisse Securities USA LLC

Co-Lead Manager:
     Deutsche Bank Securities Inc.

Co-Managers:
     Friedman Billings Ramsey & Co. Inc.
     Jefferies & Co.
     William Blair & Co. LLC










                                   PAGE 3 OF 3
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
