Common use of Major Shareholders Clause in Contracts

Major Shareholders. As of March 1, 2002 , the only persons who owned of record or was known by the Fund to own beneficially 5% or more of the Fund's outstanding securities of any class were: ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, which owned 9,986,415.908 Class A shares (representing approximately 26.95% of the Class A shares then outstanding), 1,438,654.160 Class B shares (representing approximately 9.08% of the Class B shares then outstanding) and 1,215,164.229 Class C shares (representing approximately 14.90% of the Class C shares then outstanding), which it advised the Fund that it held for the benefit of its customers, Sterling Trust Co. TR Zomba Recording 401(k), ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Denver, CO 80204-2060, which owned 57,153.397 Class N shares (representing approximately 12.50% of the Class N shares then outstanding) and Sterling Trust CO ▇▇ ▇▇▇▇▇▇ Reliable Tool & Manufact., ▇▇▇▇ ▇▇▇▇▇▇▇▇ Street, Denver, CO 80204-2060, which owned 35,657.141 Class N shares (representing approximately 7.80% of the Class N shares then outstanding), ▇▇▇▇▇▇▇ Di ▇▇▇▇▇ TR, TJH Medical Services PC 401(k), ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned 29,315.095 Class N shares (representing approximately 6.41% of the Class N shares then outstanding), RPSS TR, KAZ, Inc. 401(k) Plan, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, which owned 27,472.798 Class N shares (representing approximately 6.01% of the Class N 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 March February 1, 2002 2002, the only persons who owned of record or was were known by the Fund to own beneficially 5% or more of any class of the Fund's outstanding securities of any class shares were: ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, Attn: Fund Admin./#97HX7, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned 9,986,415.908 Class A shares (representing approximately 26.95% of the Class A shares then outstanding), 1,438,654.160 Class B shares (representing approximately 9.08% of the Class B shares then outstanding) and 1,215,164.229 694,835.576 Class C shares (representing approximately 14.908.19% of the Class C shares then outstanding), which it advised the Fund that it held for the benefit of its customers; PECO Foods Inc., Sterling Trust Co. TR Zomba Recording 401(kAttn: M ▇▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇, P.O. Box # 1760, Tuscaloosa, AL 35403-1760, which owned 60,987.517 Class N shares (representing 25.42% of the Class N shares then outstanding); ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-1903, which owned 15.066.735 Class N shares (representing 6.28% of the Class N shares then outstanding); Capital Communications Federal, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, Denver, CO 80204-2060, which owned 57,153.397 Class N shares (representing approximately 12.50% of the Class N shares then outstanding) and Sterling Trust CO ▇▇ ▇▇▇▇▇▇ Reliable Tool & Manufact.-1111, which owned 12,378.805 Class N shares (representing 5.16% of the Class N shares than outstanding); Mass Mutual Life Insurance Co, Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Street, Denver, CO 80204-2060, which owned 35,657.141 Class N shares (representing approximately 7.80% of the Class N shares then outstanding), ▇▇▇▇▇▇▇ Di ▇▇▇▇▇ TR, TJH Medical Services PC 401(k), ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇, which owned 743,662.625 Class Y shares (representing 83.42% of the Class Y shares then outstanding); and Persumma Financial Services, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, # ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, which owned 29,315.095 112,113.303 Class N Y shares (representing approximately 6.4112.57% of the Class N shares then outstanding), RPSS TR, KAZ, Inc. 401(k) Plan, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, which owned 27,472.798 Class N shares (representing approximately 6.01% of the Class N 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 March 1, 2002 , the only persons who owned of record or was were known by the Fund to own beneficially 5% or more of any class of the Fund's outstanding securities of any class wereshares was: Unified Fund Services, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned 9,986,415.908 3,670,595.236 Class A shares (representing approximately 26.9522.97% of the Class A shares then outstanding); Reliastar Life Insurance Co., 1,438,654.160 ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, which owned 954,752.409 Class B A shares (representing approximately 9.085.97% of the Class B A shares then outstanding) ); and 1,215,164.229 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned 238,639.313 Class C shares (representing approximately 14.908.70% of the Class C shares then outstanding), which it advised the Fund that it held for the benefit of its customers, ; Sterling Trust Co. TR Zomba Recording 401(k)Company Copper & Brass International 401-K Plan, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 1400, Denver, CO Colorado 80204-2060, which owned 57,153.397 9,286.727 Class N shares (representing approximately 12.5015.70% of the Class N shares then outstanding) and Sterling Trust CO ); Compass Medical P.C. 401-K Plan, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned 8,516.743 Class N shares (representing 14.40% of the Class N shares then outstanding); ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇ Trustees OPN Architects Inc. 401-K Plan, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned 8,460.628 Class N shares (representing 14.30% of the Class N shares then outstanding); Symcom Inc. 401-K Plan, ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ Reliable Tool ▇▇▇▇▇-▇▇▇▇, which owned 5,543.199 Class N shares (representing 9.37% of the Class N shares then outstanding); ▇▇ ▇▇▇▇▇▇▇▇ & Manufact.▇▇▇▇▇▇▇ Spaght Trustees FBO ▇▇▇▇▇▇▇ Spaght, ▇▇▇▇ ▇▇▇▇▇▇▇▇ Street▇▇▇▇▇▇, Denver▇▇▇▇▇▇, CO 80204▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-2060▇▇▇▇, which owned 35,657.141 4,722.604 Class N shares (representing approximately 7.807.98% of the Class N shares then outstanding), ; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Di ▇▇▇, ▇▇▇▇▇ TR, TJH Medical Services PC 401(k), ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, which owned 29,315.095 4,473.399 Class N shares (representing approximately 6.417.56% of the Class N shares then outstanding); and Reliance Trust Company Trustee Mesa Industries, RPSS TR, KAZ, Inc. 401(k) PlanInc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇-▇▇▇▇, which owned 27,472.798 4,433.311 Class N shares (representing approximately 6.017.49% of the Class N 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.