Common use of Major Shareholders Clause in Contracts

Major Shareholders. As of February 8, 2002, the only people who owned of record or was known by the Fund to own beneficially 5% or more of any class of the Fund's outstanding Class A, Class B, Class C, Class N or Class Y shares were: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company Inc., Special Custody Account for the Exclusive Benefit of Customers, Attn Mutual Funds, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Street, San Francisco, California 94104-4122, which owned 3,178,919.492 Class A shares (8.99% of the Class A shares then outstanding). ▇▇▇▇▇▇▇ Di ▇▇▇▇▇ TR, TJH Medical Services PC 401k, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned 52,656.698 Class N shares (15.87% of the Class N shares then outstanding). RPSS TR, VML Inc 401k Plan, Attn ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Road, Kansas City, Missouri 64116-4272, which owned 27,589.035 Class N shares (8.31% of the Class N shares then outstanding). Mass Mutual Life Insurance Company, Attn ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ N-328, Separate Investment Account, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned 223,468.034 Class Y shares (62.83% of the Class Y shares then outstanding). Persumma Financial Services, Mass Mutual Financial Group, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned 120,020.494 Class Y shares (33.74% of the Class Y shares then outstanding). The Manager. The Manager is wholly-owned by ▇▇▇▇▇▇▇▇▇▇▇ Acquisition Corp., a holding company controlled by Massachusetts Mutual Life Insurance Company. |X| Code of Ethics. The Fund, the Manager and the Distributor have a Code of Ethics. It is designed to detect and prevent improper personal trading by certain employees, including portfolio managers, that would compete with or take advantage of the Fund's portfolio transactions. Covered persons include persons with knowledge of the investments and investment intentions of the Fund and other funds advised by the Manager. The Code of Ethics does permit personnel subject to the Code to invest in securities, including securities that may be purchased or held by the Fund, subject to a number of restrictions and controls. Compliance with the Code of Ethics is carefully monitored and enforced by the Manager.

Major Shareholders. As of February 8, 2002, the only people who owned of record or was known by the Fund to own beneficially 5% or more of any class of the Fund's outstanding Class A, Class B, Class C, Class N or Class Y shares were: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company Inc., Special Custody Account for the Exclusive Benefit of Customers, Attn Mutual Funds, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Street, San Francisco, California 94104-4122, which owned 3,178,919.492 Class A shares (8.99% of the Class A shares then outstanding). ▇▇▇▇▇▇▇ Di ▇▇▇▇▇ TR, TJH Medical Services PC 401k, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned 52,656.698 Class N shares (15.87% of the Class N shares then outstanding). RPSS TR, VML Inc 401k Plan, Attn ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Road, Kansas City, Missouri 64116-4272, which owned 27,589.035 Class N shares (8.31% of the Class N shares then outstanding). Mass Mutual Life Insurance Company, Attn ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ N-328, Separate Investment Account, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned 223,468.034 Class Y shares (62.83% of the Class Y shares then outstanding). Persumma Financial Services, Mass Mutual Financial Group, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned 120,020.494 Class Y shares (33.74% of the Class Y shares then outstanding). The Manager. The Manager is wholly-owned by ▇▇▇▇▇▇▇▇▇▇▇ Acquisition Corp., a holding company controlled by Massachusetts Mutual Life Insurance Company. |X| Code of Ethics. The Fund, the Manager and the Distributor have a Code of Ethics. It is designed to detect and prevent improper personal trading by certain employees, including portfolio managers, that would compete with or take advantage of the Fund's portfolio transactions. Covered persons include persons with knowledge of the investments and investment intentions of the Fund and other funds advised by the Manager. The Code of Ethics does permit personnel subject to the Code to invest in securities, including securities that may be purchased or held by the Fund, subject to a number of restrictions and controls. Compliance with the Code of Ethics is carefully monitored and enforced by the Manager.