BY-LAWS
OF
CGM TRUST
ARTICLE 1
Agreement and Declaration
of Trust and Principal Office
1.1 Agreement and Declaration of Trust. These By-Laws shall be
subject to the Agreement and Declaration of Trust, as from time to time
amended or restated (the Declaration of Trust), of CGM Trust (the Trust), the
Massachusetts business trust established by the Declaration of Trust.
1.2 Principal Office of the Trust. The principal office of the Trust
shall be located in Boston, Massachusetts.
ARTICLE 2
Meetings of Trustees
2.1 Regular Meetings. Regular meetings of the Trustees may be held
without call or notice at such places and at such times as the Trustees may
from time to time determine, provided that notice of the first regular
meeting following any such determination shall be given to absent Trustees.
2.2 Special Meetings. Special meetings of the Trustees may be held,
at any time and at any place designated in the call of the meeting, when
called by the Chairman of the Board, if any, the President or the Treasurer
or by two or more Trustees, sufficient notice thereof being given to each
Trustee by the Clerk or an Assistant Clerk or by the officer or the Trustees
calling the meeting.
2.3 Notice. It shall be sufficient notice to a Trustee of a special
meeting to send notice by mail at least forty-eight hours or by telegram at
least twenty-four hours before the meeting addressed to the Trustee at his
usual or last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting. Notice
of a meeting need not be given to any Trustee if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any Trustee who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.
2.4 Quorum. At any meeting of the Trustees a majority of the Trustees
then in office shall constitute a quorum. Any meeting may be adjourned from
time to time by a majority of the votes cast upon the question, whether or
not a quorum is present, and the meeting may be held as adjourned without
further notice.
2.5 Action by Vote. When a quorum is present at any meeting, a
majority of Trustees present may take any action, except when a larger vote
is expressly required by law, by the Declaration of Trust or by these By-
Laws.
2.6 Action by Writing. Except as required by law, any action required
or permitted to be taken at any meeting of the Trustees may be taken without
a meeting if a majority of the Trustees (or such larger proportion thereof as
shall be required by any express provision of the Declaration of Trust or
these By-Laws) consent to the action in writing and such written consents are
filed with the records of the meetings of Trustees. Such consent shall be
treated for all purposes as a vote taken at a meeting of Trustees.
2.7 Presence through Communications Equipment. Except as required by
law, the Trustees may participate in a meeting of Trustees by means of a
conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other at the same time
and participation by such means shall constitute presence in person at a
meeting.
ARTICLE 3
Officers
3.1 Enumeration; Qualification. The officers of the Trust shall be a
President, a Treasurer, a Clerk, and such other officers, if any, as the
Trustees from time to time may in their discretion elect. The Trust may also
have such agents as the Trustees from time to time may in their discretion
appoint. If a Chairman of the Board is elected, he shall be a Trustee and may
but need not be a Shareholder; and any other officer may be but none need be
a Trustee or Shareholder. Any two or more offices may be held by the same
person.
3.2 Election and Tenure. The President, the Treasurer, the Clerk and
such other officers as the Trustees may in their discretion from time to time
elect shall each be elected by the Trustees to serve until his successor is
elected or qualified, or until he sooner dies, resigns, is removed or becomes
disqualified. Each officer shall hold office and each agent shall retain
authority at the pleasure of the Trustees.
3.3 Powers. Subject to the other provisions of these By-Laws, each
officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly
incident to the office occupied by him or her as if the Trust were organized
as a Massachusetts business corporation and such other duties and powers as
the Trustees may from time to time designate.
3.4 President and Vice Presidents. The President shall have the
duties and powers specified in these By-Laws and shall have such other duties
and powers as may be determined by the Trustees.
Any Vice Presidents shall have such duties and powers as shall be designated
from time to time by the Trustees.
3.5 Chief Executive Officer. The Chief Executive Officer of the Trust
shall be the Chairman of the Board, the President or such other officer as is
designated by the Trustees and shall, subject to the control of the Trustees,
have general charge and supervision of the business of the Trust and, except
as the Trustees shall otherwise determine, preside at all meetings of the
stockholders and of the Trustees. If no such designation is made, the
President shall be the Chief Executive Officer.
3.6 Chairman of the Board. If a Chairman of the Board of Trustees is
elected, he shall have the duties and powers specified in these By-Laws and
shall have such other duties and powers as may be determined by the Trustees.
3.7 Treasurer. The Treasurer shall be the chief financial and
accounting officer of the Trust, and shall, subject to the provisions of the
Declaration of Trust and to any arrangement made by the Trustees with a
custodian, investment adviser or manager or transfer, shareholder servicing
or similar agent, be in charge of the valuable papers, books of account and
accounting records of the Trust, and shall have such other duties and powers
as may be designated from time to time by the Trustees or by the President.
3.8 Clerk. The Clerk shall record all proceedings of the Shareholders
and the Trustees in books to be kept therefor, which books or a copy thereof
shall be kept at the principal office of the Trust. In the absence of the
Clerk from any meeting of the Shareholders or Trustees, an assistant Clerk,
or if there be none or if he is absent, a temporary clerk chosen at such
meeting shall record the proceedings thereof in the aforesaid books.
3.9 Resignations and Removals. Any officer may resign at any time by
written instrument signed by him and delivered to the President or the Clerk
or to a meeting of the Trustees. Such resignation shall be effective upon
receipt unless specified to be effective at some other time. The Trustees may
remove any officer with or without cause. Except to the extent expressly
provided in a written agreement with the Trust, no officer resigning and no
officer removed shall have any right to any compensation for any period
following his resignation or removal, or any right to damages on account of
such removal.
ARTICLE 4
Indemnification
4.1 Trustees, Officers, etc. The Trust shall indemnify each of its
Trustees and officers and former Trustees and officers (including persons who
serve or have in the past served at the Trusts request as directors, officers
or trustees of another organization in which the Trust has or had any
interest as a shareholder, creditor or otherwise) (hereinafter referred to as
a Covered Person) against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in compromise or as
fines, penalties or other liabilities, and counsel fees reasonably incurred
or paid by any Covered Person in connection with the defense or disposition
of any claim, action, suit, formal or informal investigation, inquiry, or
other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person may be or
may have been involved as a party or otherwise or with which such person may
be or may have been threatened, while in office or thereafter, by reason of
any alleged act or omission as a Trustee or officer or by reason of his being
or having been such a Trustee or officer, except with respect to any matter
as to which such Covered Person shall have been finally adjudicated in any
such action, suit or other proceeding not to have acted in good faith in the
reasonable belief that such Covered Persons action was in the best interest
of the Trust and except that no Covered Person shall be indemnified against
any liability to the Trust or its Shareholders to which such Covered Person
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
such Covered Persons office. Expenses, including counsel fees so incurred by
any such Covered Person, may be paid from time to time by the Trust in
advance of the final disposition of any such action, suit or proceeding on
the condition that the amounts so paid shall be repaid to the Trust if it is
ultimately determined that indemnification of such expenses is not authorized
under this Article.
4.2 Compromise Payment. As to any matter disposed of by a compromise
payment by any such Covered Person referred to in Section 4.1 above, pursuant
to a consent decree or otherwise, no such indemnification either for said
payment or for any other expenses shall be provided unless such compromise
shall be approved as in the best interests of the Trust, after notice that it
involved such indemnification, (a) by a disinterested majority of the
Trustees then in office; or (b) by a majority of the disinterested Trustees
then in office; or (c) by any disinterested person or persons to whom the
question may be referred by the Trustees, provided that in the case of
approval pursuant to clause (b) or (c) there has been obtained an opinion in
writing of independent legal counsel to the effect that such Covered Person
appears to have acted in good faith in the reasonable belief that his or her
action was in the best interests of the Trust and that such indemnification
would not protect such person against any liability to the Trust or its
Shareholders to which such person would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of office; or (d) by vote of Shareholders
holding a majority of the Shares entitled to vote thereon, exclusive of any
Shares beneficially owned by any interested Covered Person. Approval by the
Trustees pursuant to clause (a) or (b) or by any disinterested person or
persons pursuant to clause (c) of this Section shall not prevent the recovery
from any Covered Person of any amount paid to such Covered Person in
accordance with any of such clauses as indemnification if subsequently such
Covered Person is finally adjudicated by a court of competent jurisdiction
not to have acted in good faith in the reasonable belief that such Covered
Persons action was in the best interests of the Trust or to have been liable
to the Trust or its Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct
of such Covered Persons office.
4.3 Indemnification Not Exclusive. The right of indemnification
hereby provided shall not be exclusive of or affect any other rights to which
any such Covered Person may be entitled. As used in this Article 4, the term
Covered Person shall include such persons heirs, executors and
administrators; an interested Covered Person is one against whom the action,
suit or other proceeding in question or another action, suit or other
proceeding on the same or similar grounds is then or has been pending; and a
disinterested Trustee or disinterested person is a Trustee or a person
against whom none of such actions, suits or other proceedings or another
action, suit or other proceeding on the same or similar grounds is then or
has been pending. Nothing contained in this Article shall affect any rights
to indemnification to which personnel of the Trust, other than Trustees and
officers, and other persons may be entitled by contract or otherwise under
law, nor the power of the Trust to purchase and maintain liability insurance
on behalf of any such person.
4.4 Contract Right: Subsequent Amendment. The right to
indemnification and advancement of expenses conferred in this Article shall
be a contract right. No amendment, termination or repeal of this Article
shall affect or diminish in any way the rights of any Covered Person to
indemnification or advancement of expenses under the provisions hereof with
respect to any suit or other proceeding arising out of or relating to any
action, omission, transaction or facts occurring prior to the final adoption
of such amendment, termination or repeal, except with the consent of the
Covered Person.
ARTICLE 5
Reports
5.1 General. The Trustees and officers shall render reports at the
time and in the manner required by the Declaration of Trust or any applicable
law. Officers shall render such additional reports as they may deem desirable
or as may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
6.1 General. Except as from time to time otherwise provided by the
Trustees, the fiscal year of the Trust shall end on December 31 in each year.
ARTICLE 7
Seal
7.1 General. The seal of the Trust shall consist of a flat-faced die
with the word Massachusetts, together with the name of the Trust and the year
of its organization cut or engraved thereon, but, unless otherwise required
by the Trustees, the seal shall not be necessary to be placed on, and its
absence shall not impair the validity of, any document, instrument or other
paper executed and delivered by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
8.1 General. Except as the Trustees may generally or in particular
cases authorize the execution thereof in some other manner, all checks,
notes, drafts and other obligations and all registration statements and
amendments thereto and all applications and amendments thereto to the
Securities and Exchange Commission shall be signed by the Chairman, if any,
the President, any Vice President or the Treasurer or any of such other
officers or agents as shall be designated for that purpose by a vote of the
Trustees.
ARTICLE 9
Net Asset Value
9.1 General. The net asset value of a share of beneficial interest
of the Trust shall be determined by or under authority of the board of
trustees in accordance with the Declaration of Trust as of the close of
trading on the New York Stock Exchange on each day upon which such Exchange
is open for unrestricted trading and at such other times as the board of
trustees shall designate.
ARTICLE 10
Amendments to the By-Laws
10.1 General. These By-Laws may be amended or repealed, in whole or in
part, by a majority of the Trustees then in office at any meeting of the
Trustees.
Adopted on January 23, 1997; revised January 31, 2002; revised January 27,
2005
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BUSDOCS/1082453.3
BUSDOCS/1082453.3
