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, as amended (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:
| $ | 750,000 | |||
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MassMutual
Participation Investors
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$ | 525,000 | ||
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Total
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$ | 1,275,000 |
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
$1,275,000; 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,
2007, 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-1.
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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
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MASSMUTUAL PARTICIPATION INVESTORS
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/s/
Xxxxxx
X. Xxxxxxx
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/s/
Xxxxx
X. Xxx
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Xxxxxx
X. Xxxxxxx
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Xxxxx
X. Xxx
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Vice
President, Secretary and
Chief Legal Officer
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Vice
President and Chief Financial Officer
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