Common use of Major Shareholders Clause in Contracts

Major Shareholders. As of February 7, 2002, the only persons who owned of record or were known by the Fund to own of record 5% or more of the Fund's outstanding shares were: Unified Fund Services, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 1,616,830.318 Class A shares (representing 5.01% of the Class A shares then outstanding); ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 949,677.263 Class B shares (representing 5.17% of the Class B shares then outstanding); ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 343,534.199 Class C shares (representing 6.92% of the Class C shares then outstanding); RPSS TR, VML Inc. 401k Plan, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ Road, Kansas City, MO 64116-4272, which owned for the benefit of its clients 47,267.046 Class N shares (representing 15.89% of the Class N shares then outstanding); RPSS TR, ▇▇▇▇ Farms, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 28,121.705 Class N shares (representing 9.45% of the Class N shares then outstanding); RPSS TR, Salem Heating & Sheet Metal Inc., ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 27,836.199 Class N shares (representing 9.35% of the Class N shares then outstanding); Reliance Trust Company TR, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, which owned for the benefit of Mesa Industries Inc. 20,047.400 Class N shares (representing 6.74% of the Class N shares then outstanding); Circle Trust Company, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of ▇▇▇▇▇ Machinery Company 18,894.282 Class N shares (representing 6.35% of the Class N shares then outstanding); RPSS TR, ▇▇▇▇ Group 401k PSP, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 16,639.045 Class N shares (representing 5.59% of the Class N shares then outstanding); MassMutual Life Insurance Co., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 1,179,256.932 Class Y shares (representing 87.93% Class Y shares then outstanding); and Persumma Financial Services, Mass Mutual Financial Group, which owned for the benefit of its clients 125,280.922 Class Y shares (representing 9.34% 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.

Major Shareholders. As of February 71, 2002, 2002 the only persons who owned of record or were known by the Fund to own of record 5% or more of any class of the Fund's outstanding shares were: Unified Fund Services, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, which owned for the benefit of its clients 694,510.864 Class A shares (representing 9.13% of the Class A shares then outstanding); MAC & Co. Acct. #SBKF97C4072, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 1,616,830.318 365,265.931 Class A shares (representing 5.014.80% of the Class A shares then outstanding); MAC & Co. Acct #SBNF97C5072, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 31,277.874 Class A shares (representing 0.41% for the Class A shres then outstanding); ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 949,677.263 Class B shares (representing 5.17% of the Class B shares then outstanding); ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 343,534.199 Class C 95,869.302 shares (representing 6.925.00% of the Class C B shares then outstanding); RPSS TR, VML Inc. 401k PlanTR ▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ Road▇▇▇▇, Kansas City▇▇▇ ▇▇▇▇▇, MO 64116▇▇ ▇▇▇▇▇-4272▇▇▇▇, which owned for the benefit of its clients 47,267.046 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 6,108.875 Class N shares (representing 15.8923.11% of the Class N shares then outstanding); RPSS ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ TR, ▇▇▇ ▇▇ Farms, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. 19, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 28,121.705 3,398.463 Class N shares (representing 9.45% of the Class N shares then outstanding); RPSS TR, Salem Heating & Sheet Metal Inc., ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 27,836.199 Class N shares (representing 9.35% of the Class N shares then outstanding); Reliance Trust Company TR, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, which owned for the benefit of Mesa Industries Inc. 20,047.400 Class N shares (representing 6.7412.85% of the Class N shares then outstanding); Circle Trust Company, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 3,165.758 Class N shares (representing 11.97% of the Class N shares then outstanding); ▇▇ ▇▇▇▇▇▇▇▇▇ Machinery Company 18,894.282 & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of Pearson ▇. ▇▇▇▇▇▇ 3,157.520 Class N shares (representing 6.3511.94% of the Class N shares then outstanding); RPSS TR, Cost Management Incentives Inc., ▇▇▇ ▇▇▇▇▇▇ Group 401k PSP▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 16,639.045 client 2,074.079 Class N shares (representing 5.597.84% of the Class N shares then outstanding); MassMutual Life Insurance Co.and Circle Trust Company, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇Metro Center, ▇▇▇▇▇▇▇▇▇▇▇Stamford, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇CT 06902, which owned for the benefit of its clients 1,179,256.932 Caddick Construction Co. 1,709.386 Class Y N shares (representing 87.93% Class Y shares then outstanding); and Persumma Financial Services, Mass Mutual Financial Group, which owned for the benefit of its clients 125,280.922 Class Y shares (representing 9.346.46% of the Class Y N shares then outstanding). The Manager. The Manager is wholly-owned by ▇▇▇▇▇▇▇▇▇▇▇ Acquisition Corp., a holding company controlled by Massachusetts Mutual Life Insurance Company. The Manager became the Fund's investment advisor on February 28, 1997.

Major Shareholders. As of February 71, 2002, the only persons who owned of record or were known by the Fund to own of record beneficially 5% or more of any class of the Fund's outstanding shares were: Unified Fund Services, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 1,616,830.318 Class A shares (representing 5.01% of the Class A shares then outstanding); ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc.Attn: Fund Admin./#97HX7, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 949,677.263 Class B shares (representing 5.17% of the Class B shares then outstanding); ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 343,534.199 694,835.576 Class C shares (representing 6.928.19% of the Class C shares then outstanding), for the benefit of its customers; RPSS TRPECO Foods Inc., VML Inc. 401k Plan, ▇▇▇ ▇▇ ▇▇▇Attn: M ▇▇▇▇▇▇▇ Road, Kansas City, MO 64116-4272, which owned for the benefit of its clients 47,267.046 Class N shares (representing 15.89% of the Class N shares then outstanding); RPSS TR, & ▇▇▇▇ Farms, ▇▇▇ ▇▇▇▇▇▇ . ▇▇▇▇▇▇, ▇.▇. ▇▇▇ # ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 28,121.705 60,987.517 Class N shares (representing 9.4525.42% of the Class N shares then outstanding); RPSS TR, Salem Heating & Sheet Metal Inc., ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇ Inc, Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Road, W.Greenwich, RI 02817-1709, which owned 20,769.700 Class N shares (representing 8.66% of the Class N shares then outstanding); Kaz, Inc., Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 27,836.199 15.066.735 Class N shares (representing 9.356.28% of the Class N shares then outstanding); Reliance Trust Company TR, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇Capital Communications Federal, ▇▇ ▇▇▇▇▇, which owned for the benefit of Mesa Industries Inc. 20,047.400 Class N shares (representing 6.74% of the Class N shares then outstanding); Circle Trust Company, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of ▇▇▇▇▇ Machinery Company 18,894.282 12,378.805 Class N shares (representing 6.355.16% of the Class N shares then than outstanding); RPSS TRMass Mutual Life Insurance Co, Attn: ▇▇▇▇▇▇ Group 401k PSP, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 16,639.045 Class N shares (representing 5.59% of the Class N shares then outstanding); MassMutual Life Insurance Co., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 1,179,256.932 743,662.625 Class Y shares (representing 87.9383.42% of the Class Y shares then outstanding); and Persumma Financial Services, Mass Mutual Financial Group▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, # ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 125,280.922 112,113.303 Class Y shares (representing 9.3412.57% 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 71, 2002, 2002 the only persons who owned of record or were known by the Fund to own of record 5% or more of any class of the Fund's outstanding shares were: Unified Fund Services, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, which owned for the benefit of its clients 694,510.864 Class A shares (representing 9.13% of the Class A shares then outstanding); MAC & Co. Acct. #SBKF97C4072, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 1,616,830.318 365,265.931 Class A shares (representing 5.014.80% of the Class A shares then outstanding); MAC & Co. Acct #SBNF97C5072, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 31,277.874 Class A shares (representing 0.41% for the Class A shres then outstanding); ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 949,677.263 Class B shares (representing 5.17% of the Class B shares then outstanding); ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 343,534.199 Class C 95,869.302 shares (representing 6.925.00% of the Class C B shares then outstanding); RPSS TR, VML Inc. 401k PlanTR ▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ Road▇▇▇▇, Kansas City▇▇▇ ▇▇▇▇▇, MO 64116▇▇ ▇▇▇▇▇-4272▇▇▇▇, which owned for the benefit of its clients 47,267.046 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 6,108.875 Class N shares (representing 15.8923.11% of the Class N shares then outstanding); RPSS ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ TR, ▇▇▇ ▇▇ Farms, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. 19, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 28,121.705 3,398.463 Class N shares (representing 9.45% of the Class N shares then outstanding); RPSS TR, Salem Heating & Sheet Metal Inc., ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 27,836.199 Class N shares (representing 9.35% of the Class N shares then outstanding); Reliance Trust Company TR, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, which owned for the benefit of Mesa Industries Inc. 20,047.400 Class N shares (representing 6.7412.85% of the Class N shares then outstanding); Circle Trust Company, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 3,165.758 Class N shares (representing 11.97% of the Class N shares then outstanding); ▇▇ ▇▇▇▇▇▇▇▇▇ Machinery Company 18,894.282 & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of Pearson ▇. ▇▇▇▇▇▇ 3,157.520 Class N shares (representing 6.3511.94% of the Class N shares then outstanding); RPSS TR, Cost Management Incentives Inc., ▇▇▇ ▇▇▇▇▇▇ Group 401k PSP▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned for the benefit of its clients 16,639.045 client 2,074.079 Class N shares (representing 5.597.84% of the Class N shares then outstanding); MassMutual Life Insurance Co.and Circle Trust Company, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇Metro Center, ▇▇▇▇▇▇▇▇▇▇▇Stamford, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇CT 06902, which owned for the benefit of its clients 1,179,256.932 Caddick Construction Co. 1,709.386 Class Y N shares (representing 87.93% Class Y shares then outstanding); and Persumma Financial Services, Mass Mutual Financial Group, which owned for the benefit of its clients 125,280.922 Class Y shares (representing 9.346.46% of the Class Y N shares then outstanding). The Manager. The Manager is wholly-owned by ▇▇▇▇▇▇▇▇▇▇▇ Acquisition Corp., a holding company controlled by Massachusetts Mutual Life Insurance Company. The Manager became the Fund's investment advisor on February 28, 1997.