<DOCUMENT>
<TYPE>EX-99.77Q1
<SEQUENCE>2
<FILENAME>exh-77q1_16898.txt
<DESCRIPTION>BY-LAWS
<TEXT>
                                                                    Exhibit 77Q1

MassMutual Participation Investors

      The  Amended  and  Restated  By-Laws of MassMutual Participation Investors
dated  April  15,  1988,  as  amended July 18, 2003 and June 8, 2005, are hereby
amended  in  accordance  with Section 10.1 of the By-Laws by a unanimous vote of
the  Board  of Trustees on April 16, 2010. A new section 3.10 is hereby added to
the By-Laws.

3.10  Advance  Notice of Shareholder Nominees for Trustees and Other Shareholder
Proposals.

      (a)  As used in this Section 3.10, the term "annual meeting" refers to any
annual  meeting  of  Shareholders  as  described  in  Section 3.1 as well as any
special  meeting  held  in lieu of an annual meeting. The term "special meeting"
refers to all meetings of Shareholders other than an annual meeting or a special
meeting in lieu of an annual meeting.

      (b)  The matters to be considered and brought before any annual or special
meeting  of  Shareholders  shall  be limited to only such matters, including the
nomination  and  election  of Trustees, as shall be brought properly before such
meeting  in  compliance with the procedures set forth in this Section 3.10. Only
persons  who  are  nominated in accordance with the procedures set forth in this
Section  3.10 shall be eligible for election as Trustees, and no proposal to fix
the  number  of Trustees shall be brought before an annual or special meeting of
Shareholders  or  otherwise  transacted unless in accordance with the procedures
set forth in this Section 3.10.

      (c)  For  any  matter to be properly before any annual meeting, the matter
must  be  (i)  specified  in  the  notice of meeting provided in accordance with
Section 3.3 of these By-Laws, (ii) otherwise brought before the meeting by or at
the  direction  of  a majority of the Trustees (or any duly authorized committee
thereof),  or  (iii)  brought before the meeting in the manner specified in this
Section 3.l0(c) by a Shareholder of record entitled to vote at the meeting or by
a  Shareholder  (a "Beneficial Owner") that holds Shares entitled to vote at the
meeting  through  a  nominee  or  "street  name"  holder  of record and that can
demonstrate  to  the  Trust  such indirect ownership and such Beneficial Owner's
entitlement  to  vote  such  Shares,  provided  that  the  Shareholder  was  the
Shareholder  of  record or the Beneficial Owner held such Shares at the time the
notice provided for in this Section 3.10(c) is delivered to the Secretary.

      In  addition  to  any  other  requirements  under  applicable  law and the
Declaration  of  Trust  and these By-Laws, persons nominated by Shareholders for
election  as  Trustees  and  any other proposals by Shareholders may be properly
brought   before   an  annual  meeting  only  pursuant  to  timely  notice  (the
"Shareholder Notice") in writing to the Secretary. To be timely, the Shareholder
Notice  must  be  delivered to or mailed and received at the principal executive
offices of the Trust not less than forty-five (45) nor more than sixty (60) days
prior  to  the  anniversary date of the date on which the Trust first mailed its
proxy  materials for the prior year's annual meeting; provided further, however,
if  and  only  if the annual meeting is not scheduled to be held within a period
that  commences thirty (30) days before the first anniversary date of the annual
meeting  for the preceding year and ends thirty (30) days after such anniversary
date  (an annual meeting date outside such period being referred to herein as an
"Other  Annual  Meeting  Date"),
<PAGE>

such Shareholder Notice must be given in the manner provided herein by the later
of  the  close  of  business  on (i) the date forty-five (45) days prior to such
Other  Annual  Meeting  Date or (ii) the tenth (10th) business day following the
date such Other Annual Meeting Date is first publicly announced or disclosed.

      Any  Shareholder  desiring  to nominate any person or persons (as the case
may  be)  for  election  as a Trustee or Trustees of the Trust shall deliver, as
part  of  such  Shareholder Notice: (i) a statement in writing setting forth (A)
the   name,  age,  date  of  birth,  business  address,  residence  address  and
nationality  of  the  person or persons to be nominated; (B) the class or series
and  number  of  all Shares of the Trust owned of record or beneficially by each
such  person or persons, as reported to such Shareholder by such nominee(s); (C)
any  other  information  regarding  each such person required by paragraphs (a),
(d),  (e)  and  (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of
Rule  14a-101  (Schedule  14A)  under  the  Securities  Exchange Act of 1934, as
amended  (the "Exchange Act"), adopted by the Securities and Exchange Commission
(or  the corresponding provisions of any regulation or rule subsequently adopted
by  the Securities and Exchange Commission or any successor agency applicable to
the  Trust);  (D)  any  other  information regarding the person or persons to be
nominated  that  would be required to be disclosed in a proxy statement or other
filings  required  to  be  made  in  connection with solicitation of proxies for
election of Trustees or directors pursuant to Section 14 of the Exchange Act and
the   rules  and  regulations  promulgated  thereunder;  and  (E)  whether  such
Shareholder  believes  any  nominee  is or will be an "interested person" of the
Trust (as defined in the Investment Company Act of 1940, as amended) and, if not
an  "interested  person,"  information  regarding  each  nominee  that  will  be
sufficient  for  the  Trust to make such determination; and (ii) the written and
signed  consent of the person or persons to be nominated to be named as nominees
and  to  serve as Trustees if elected. In addition, the Trustees may require any
proposed  nominee  to  furnish  such  other  information  as they may reasonably
require  or deem necessary to determine the eligibility of such proposed nominee
to  serve  as a Trustee. Any Shareholder Notice required by this Section 3.10(c)
in  respect  of  a proposal to fix the number of Trustees shall also set forth a
description  of  and  the text of the proposal, which description and text shall
state  a  fixed  number of Trustees that otherwise complies with applicable law,
these By-laws and the Declaration of Trust.

      Without  limiting  the  foregoing, any Shareholder who gives a Shareholder
Notice  of  any  matter  proposed  to  be  brought  before a Shareholder meeting
(whether  or not involving nominees for Trustees) shall deliver, as part of such
Shareholder  Notice:  (i)  the  description  of  and  text of the proposal to be
presented;  (ii)  a  brief written statement of the reasons why such Shareholder
favors the proposal; (iii) such Shareholder's name and address as they appear on
the  Trust's  books; (iv) any other information relating to the Shareholder that
would be required to be disclosed in a proxy statement or other filings required
to  be  made  in connection with the solicitation of proxies with respect to the
matter(s)  proposed pursuant to Section 14 of the Exchange Act and the rules and
regulations  promulgated  thereunder;  (v) the class or series and number of all
Shares  of  the Trust owned beneficially and of record by such Shareholder; (vi)
any  material interest of such Shareholder in the matter proposed (other than as
a Shareholder); (vii) a representation that the Shareholder intends to appear in
person  or by proxy at the Shareholder meeting to act on the matter(s) proposed;
(viii)  if  the  proposal involves nominee(s) for Trustees, a description of all
arrangements or understandings between the Shareholder and each proposed
<PAGE>

nominee  and  any  other  person  or persons (including their names) pursuant to
which  the nomination(s) are to be made by the Shareholder; and (ix) in the case
of  a  Beneficial  Owner, evidence establishing such Beneficial Owner's indirect
ownership of, and entitlement to vote, Shares at the meeting of Shareholders. As
used  in  this  Section  3.10, Shares "beneficially owned" shall mean all Shares
which  such  person  is  deemed  to beneficially own pursuant to Rules 13d-3 and
13d-5 under the Exchange Act.

      (d)  For  any matter to be properly before any special meeting, the matter
must  be  specified  in  the notice of meeting given by or at the direction of a
majority  of  the Trustees and a majority of the Continuing Trustees pursuant to
Section  3.10  of  these By-Laws. In the event the Trust calls a special meeting
for the purpose of electing one or more Trustees, any Shareholder may nominate a
person  or  persons  (as  the  case  may be) for election to such position(s) as
specified  in  the  Trust's  notice  of  meeting  if and only if the Shareholder
provides  a notice containing the information required in the Shareholder Notice
to  the  Secretary  required  with respect to annual meetings by Section 3.10(c)
hereof,  and such notice is delivered to or mailed and received at the principal
executive office of the Trust not later than the close of business on the (10th)
day  following  the  day  on  which  the  date of the special meeting and of the
nominees  proposed  by  the  Trustees to be elected at such meeting are publicly
announced or disclosed.

      (e)  For  purposes  of this Section 3.10, a matter shall be deemed to have
been  "publicly  announced  or disclosed" if such matter is disclosed in a press
release  reported  by the Dow Jones News Service, Associated Press or comparable
national  news  service,  in  a  document  publicly  filed by the Trust with the
Securities  and  Exchange  Commission, or in a Web site accessible to the public
maintained  by  the  Trust  or by its investment adviser or an affiliate of such
investment adviser with respect to the Trust.

      (f)  In  no  event  shall  an  adjournment  or  postponement  (or a public
announcement  thereof)  of  a meeting of Shareholders commence a new time period
(or extend any time period) for the giving of notice as provided in this Section
3.10.

      (g)  The  person  presiding at any meeting of Shareholders, in addition to
making  any  other  determinations that may be appropriate to the conduct of the
meeting,  shall have the power and duty to (i) determine whether a nomination or
proposal of other matters to be brought before a meeting and notice thereof have
been  duly  made  and  given  in  the  manner  provided in this Section 3.10 and
elsewhere  in these By-Laws and the Declaration of Trust and (ii) if not so made
or  given, to direct and declare at the meeting that such nomination and/or such
other   matters   shall   be  disregarded  and  shall  not  be  considered.  Any
determination  by  the  person  presiding shall be binding on all parties absent
manifest error.

      (h)  Notwithstanding  anything  to  the  contrary  in this Section 3.10 or
otherwise  in  these By-Laws, unless required by federal law, no matter shall be
considered at or brought before any annual or special meeting unless such matter
has  been  approved  for  these  purposes  by a majority of the Trustees and, in
particular, no Beneficial Owner shall have any rights as a Shareholder except as
may  be required by federal law. Furthermore, nothing in this Section 3.10 shall
be  construed  as creating any implication or presumption as to the requirements
of federal law.
</TEXT>
</DOCUMENT>
