SUB-ITEM 77Q1(a)
CGM TRUST Amendment No. 3 to Amended and Restated Agreement and Declaration
of Trust
This AMENDMENT NO. 3 dated as of November 19, 2004 (this Amendment)
is made by the Trustees that have executed this Amendment below, amending the
Amended and Restated Agreement and Declaration of Trust dated as of January
23, 1997 of CGM Trust (the Trust), as amended by Amendment No. 1 to the
Amended and Restated Agreement and Declaration of Trust dated as of June 16,
1997 and as further amended by Amendment No. 2 to the Amended and Restated
Agreement and Declaration of Trust dated as of June 27, 2002 (as amended, the
Agreement). Capitalized terms used without definition in this Amendment
have the meanings specified thereof in the Agreement.
WHEREAS, Article VIII, Section 8 of the Agreement provides that the
Agreement may be amended at any time by an instrument in writing signed by a
majority of the then Trustees when authorized to do so by vote of a majority
of the Shares of the Trust entitled to vote;
WHEREAS, the Trustees desire to amend the Agreement as described in
Article VIII, Section 8 thereof to revise Article VII, Section 2; and
WHEREAS, the Trustees have been authorized to enter into this Amendment
by vote of a majority of the Shares of the Trust entitled to vote taken at a
Special Meeting held on November 19, 2004.
NOW, THEREFORE, the undersigned, being a majority of the Trustees of
the Trust do hereby agree as follows:
1. The first paragraph of Article VII, Section 2 of the Agreement is
hereby amended to add the following to the end thereof:
Without limiting the foregoing, the appointment, designation or
identification of any Trustee as (a) a member or chairperson of a
committee or sub-committee of the Trustees or any function of such a
committee or sub-committee, (b) an expert on any topic or in any area
(including an audit committee financial expert), (c) the lead or head
independent Trustee, or any other special appointment, designation or
identification of a Trustee (any of the foregoing referred to in (a),
(b), or (c), a Special Appointment), shall not impose on that person
any duty, obligation or liability that is greater than the duties,
obligations and liabilities imposed on that person as a Trustee in the
absence of the Special Appointment (except that the foregoing
limitation shall not apply to duties expressly imposed pursuant to the
By-Laws, a charter of a committee or sub-committee of the Board of
Trustees or a vote of the Board of Trustees), and no Trustee who has
special skills or expertise, or is appointed, designated or identified
as aforesaid, shall be held to a higher standard of care by virtue
thereof. In addition, no Special Appointment of a Trustee shall affect
in any way that Trustees rights or entitlement to indemnification
under Article 4 of the By-Laws or otherwise by the Trust.
2. This Amendment may be executed in several counterparts and all of
said counterparts taken together shall be deemed to constitute one and the
same instrument notwithstanding all of the parties have not signed the
original or the same counterpart.
IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and
for our successors and assigns as of the date first above written.
Xxxxx X. Xxxxx, as Trustee and not
individually
Xxxxxxx XxxXxxx, as Trustee and not
individually
G. Xxxxxxx Xxxxxxx, as Trustee and not
individually
Xxxxx Xxx Xxxx Xxxxxxx, Jr., as
Trustee and not individually
Xxxx X. Xxxxxxx, as Trustee and not
individually
X. Xxxx Xxxxxxxxxx, as Trustee and not
individually
Xxxxxx X. Xxxx, as Trustee and not
individually
