AGREEMENT WITH RESPECT TO FIDELITY BOND
EXHIBIT
99.3
AGREEMENT
WITH RESPECT TO FIDELITY
BOND
WHEREAS,
MassMutual Corporate Investors and MassMutual Participation Investors (referred
to collectively as the “Investment Companies”) are each
management investment companies registered as such under the Investment Company
Act of 1940 (the “Act”) and are
each
managed by Babson Capital Management LLC; and
WHEREAS,
Section 17(g) of the Act and Rule 17g-1 thereunder require each registered
management investment company to purchase a fidelity bond of a
certain minimum amount and, based on present assets of the Investment
Companies, would permit each of the Investment Companies to purchase a single
insured bond in the following minimum amounts, respectively:
|
MassMutual
Corporate Investors
|
$ |
750,000
|
||
| $ |
600,000
|
|||
|
Total
|
$ |
1,350,000
|
WHEREAS,
Rule 17g-1 allows registered management investment companies managed by the
same
person to purchase a joint insured bond in a minimum amount equal to
the
aggregate of the minimum amounts of single insured bonds required for each
such
company and would permit the Investment Companies to purchase a joint insured
bond in the minimum amount of $1,350,000; and
WHEREAS,
in accordance with Rule 17g-1, the Investment Companies have jointly contracted
to purchase a Fidelity Bond for Registered Management Investment Companies
issued by the National Union Fire Insurance Company of Pittsburgh, PA, a member
of American International Group (the “Bond”) in the sum of $1,350,000, which
amount has been determined to be reasonable by a majority of the Boards of
Trustees of each of the Investment Companies (including a majority of the
Trustees who are not interested persons of each of the Investment Companies);
and
WHEREAS,
Rule 17g-1 requires each registered management investment company that is a
party to a joint insured bond to enter into an agreement with all other named
insureds for an equitable and proportionate sharing of any recovery involving
a
joint loss;
NOW
THEREFORE, effective November 4, 2006, each of the Investment Companies hereby
agrees by and between themselves as follows:
|
|
1.
|
The
portion of Bond premium to be paid by or on behalf of each of the
Investment Companies shall be as agreed upon between the Investment
Companies and as approved by a majority of the Boards of Trustees
of
MassMutual Corporate Investors and MassMutual Participation Investors
who
are not interested persons of each of the Investment Companies, such
apportionment of the premium to be equitable taking all relevant
factors
into consideration.
|
|
|
2.
|
In the event a loss is sustained that affects both of the Investment Companies under the Bond, each company shall receive an equitable and proportionate share of the recovery, but at least equal to the amount it would have received if it had maintained a single insured bond in the amount required by paragraph (d)(1) of Rule 17g-1. |
This
Agreement is executed on behalf of MassMutual Corporate Investors, organized
under a Declaration of Trust dated September 13, 1985, as amended from time to
time.
The obligations of this Agreement are not personally binding upon, nor shall
resort be had to the property of, any of the Trustees, shareholders, officers,
employees or agents of such Trust, but the Trust’s properly
only
shall be bound.
This
Agreement is executed on behalf of MassMutual Participation Investors, organized
under a Declaration of Trust dated April 7, 1988, as amended from time to time.
The obligations of this Agreement are not binding upon, nor shall resort be
had
to the property of, any of the Trustees, shareholders, officers, employees
or
agents of such Trust, but the Trust's property or a specific portion thereof
shall only be bound.
| MASSMUTUAL CORPORATE INVESTORS | MASSMUTUAL PARTICIPATION INVESTORS | |||
|
By:
/s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
|
By:
/s/ ▇▇▇▇▇
▇. ▇▇▇
|
|||
|
▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇
|
▇▇▇▇▇
▇. ▇▇▇
|
|||
|
Vice
President,
Secretary and Chief Legal Officer
|
Vice
President and Chief Financial Officer
|