<DOCUMENT>
<TYPE>EX-99.77Q1(A)
<SEQUENCE>6
<FILENAME>item-77q1a_12459.txt
<DESCRIPTION>INFORMATION RE: SUB-ITEM 77Q1(A)
<TEXT>
                                                                 EXHIBIT 77Q1(a)
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MassMutual Participation Investors By-Law Amendments:
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SECTION 4.7

For purposes of (1) any standard of care applicable to a Trustee in the
discharge of his or her duties as a trustee and (2) indemnification of a Trustee
pursuant to Article IV, Section 4.3 of the Declaration of Trust, the conduct of
the Trustee shall be evaluated solely by reference to a hypothetical reasonable
person, without regard to any special expertise, knowledge or other
qualifications of the Trustee. In particular, and without limiting the
generality of the foregoing, neither the determination that a Trustee is an
"audit committee financial expert" nor the knowledge, experience or other
qualifications underlying such a determination shall result in that Trustee
being held to a standard of care that is higher than the standard that would be
applicable in the absence of such a determination or such knowledge, experience
or qualification, nor shall such a determination or such knowledge, experience
or other qualification impose any duties, obligations or liabilities that are
greater than would obtain in the absence of such a determination or such
knowledge, experience or qualification.

SECTION 4.8

For purposes of the determinations by the Trustees and/or the opinion of
independent legal counsel referred to in Article IV, Section 4.3 of the
Declaration of Trust and for purposes of the determinations by the Trustee
and/or the opinion of independent legal counsel referred to in Article IV,
Section 4.4 of the Declaration of Trust, the Trustees acting on the matter, or
the independent legal counsel, as the case may be, shall be entitled to rely on
a rebuttable presumption that the relevant Trustee, officer, employee or agent
(each a "Covered Person") (1) has acted in good faith and in the reasonable
belief that his or her actions were in the best interests of the Trust and (2)
has not engaged in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office
or agency.

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