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:
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MassMutual
Corporate Investors
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$600,000
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$525,000
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Total
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$1,125,000
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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 $1,125,000; 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 $1,125,000, 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, 2008, each of the Investment Companies hereby
agrees by and between themselves as follows:
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1.
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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.
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2.
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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-l.
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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 property 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.
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MASSMUTUAL
CORPORATE
INVESTORS
By:
/s/ Xxxxxxxx
X. Xxxxx
Xxxxxxxx
X. Xxxxx
Vice
President, Secretary,
and
Chief Legal Officer
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MASSMUTUAL
PARTICIPATION
INVESTORS
By:
/s/ Xxxxx X. Xxx
Xxxxx X. Xxx
Vice President and Chief
Financial
Officer
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