<PAGE> PAGE 1
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<PAGE> PAGE 2
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<PAGE> PAGE 3
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SIGNATURE FRANK STRAUSS
TITLE TREASURER
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000060332
<NAME> CGM CAPITAL DEVELOPMENT FUND
<SERIES>
<NUMBER> 01
<NAME> CGM CAPITAL DEVELOPMENT FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 501306778
<INVESTMENTS-AT-VALUE> 638401169
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<SHARES-REINVESTED> 3327622
<NET-CHANGE-IN-ASSETS> 110012302
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (18751)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4263484
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4832000
<AVERAGE-NET-ASSETS> 587485054
<PER-SHARE-NAV-BEGIN> 27.33
<PER-SHARE-NII> 0.07
<PER-SHARE-GAIN-APPREC> 7.62
<PER-SHARE-DIVIDEND> 0.07
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<EXPENSE-RATIO> 0.82
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
February 7, 1997
To the Board of Trustees of CGM Capital Development Fund
In planning and performing our audit of the financial
statements of the CGM Capital Development Fund (the
"Fund") for the year ended December 31, 1996, we
considered its internal control structure, including
procedures for safeguarding securities, in order to
determine our auditing procedures for the purposes of
expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, and not to
provide assurance on the internal control structure.
The management of the Fund is responsible for establishing
and maintaining an internal control structure. In
fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits
and related costs of internal control structure policies
and procedures. Two of the objectives of an internal
control structure are to provide management with
reasonable, but not absolute, assurance that assets are
appropriately safeguarded against loss from unauthorized
use or disposition and that transactions are executed in
accordance with management's authorization and recorded
properly to permit preparation of financial statements in
conformity with generally accepted accounting principles.
Because of inherent limitations in any internal control
structure, errors or irregularities may occur and not be
detected. Also, projection of any evaluation of the
structure to future periods is subject to the risk that
the structure may become inadequate because of changes in
conditions or that the effectiveness of the design and
operation may deteriorate.
Our consideration of the internal control structure would
not necessarily disclose all matters in the internal
control structure that might be material weaknesses under
standards established by the American Institute of
Certified Public Accountants. A material weakness is a
condition in which the design or operation of the specific
internal control structure elements does not reduce to a
relatively low level the risk that errors or
irregularities in amounts that would be material in
relation to the financial statements being audited may
occur and not be detected within a timely period by
employees in the normal course of performing their
assigned functions. However, we noted no matters
involving the internal control structure, including
procedures for safeguarding securities, that we consider
to be material weaknesses as defined above as of December
31, 1996.
This report is intended solely for the information and use
of management and the Securities and Exchange Commission.
PRICE WATERHOUSE LLP
<PAGE>
CGM CAPITAL DEVELOPMENT FUND
CGM MUTUAL FUND
CGM FIXED INCOME FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 12, 1996
To the Shareholders:
Notice is hereby given that a Special Meeting of Shareholders of CGM
Capital Development Fund, CGM Mutual Fund and CGM Fixed Income Fund (each a
"Fund" and collectively the "Funds") will be held at the offices of Goodwin,
Procter & Hoar LLP, Exchange Place, 53 State Street, Boston, Massachusetts 02109
on December 12, 1996 at 2:00 p.m. (Eastern Standard Time) for the following
purpose:
1. To approve a new advisory agreement between each Fund and Capital
Growth Management Limited Partnership ("CGM") that increases the
investment advisory fee paid by each Fund to CGM; and
2. To ratify the selection of Price Waterhouse LLP as each Fund's
independent accountants for the fiscal year ending December 31,
1996.
Shareholders of record at the close of business on September 23, 1996
are entitled to receive notice of, and to vote, at the Special Meeting.
By order of the Board of Trustees,
LESLIE A. LAKE, Secretary
October 7, 1996
- -------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
- -------------------------------------------------------------------------------
PLEASE FILL IN, DATE, SIGN AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED
STAMPED ENVELOPE WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE SPECIAL MEETING.
YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE SPECIAL MEETING.
<PAGE>
CGM CAPITAL DEVELOPMENT FUND
CGM MUTUAL FUND
CGM FIXED INCOME FUND
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Boards of Trustees (the "Trustees") of CGM Capital Development
Fund and CGM Trust for use at the Special Meeting of Shareholders (the "Special
Meeting") of CGM Capital Development Fund, CGM Mutual Fund and CGM Fixed Income
Fund to be held at the offices of Goodwin, Procter & Hoar LLP, Exchange Place,
53 State Street, Boston, Massachusetts 02109 on December 12, 1996, at 2:00 p.m.
(Eastern Standard Time). CGM Capital Development Fund, CGM Mutual Fund and CGM
Fixed Income Fund are each referred to in this Proxy Statement as a "Fund" and
collectively as the "Funds." CGM Trust and CGM Capital Development Fund are also
each referred to in this Proxy Statement as a "Trust" and collectively as the
"Trusts."
As more fully described in this Proxy Statement, the Special Meeting
has been called to consider and vote upon the following proposals:
1. to approve a new advisory agreement between each Fund and Capital
Growth Management Limited Partnership ("CGM") that increases the
investment advisory fee paid by each Fund to CGM; and
2. to ratify the selection of Price Waterhouse LLP ("Price
Waterhouse") as each Fund's independent accountant for the fiscal
year ended December 31, 1996.
Each shareholder of record on September 23, 1996 is entitled to one
vote for each share of beneficial interest held as of that date. As of that
date, there were issued and outstanding 18,770,364 shares of CGM Capital
Development Fund, 36,128,764 shares of CGM Mutual Fund and 3,137,929 shares of
CGM Fixed Income Fund.
This Proxy Statement and the accompanying proxies are being mailed to
shareholders of each of the Funds on or about October 7, 1996. The
financial statements of each Fund for the fiscal year ended December 31, 1995
are included in such Fund's annual report, which have previously been sent to
shareholders. In addition, each Fund has furnished its shareholders with
unaudited financial information as of the first two fiscal quarters of 1996. CGM
TRUST AND CGM CAPITAL DEVELOPMENT FUND WILL FURNISH UPON REQUEST AND WITHOUT
CHARGE TO ANY SHAREHOLDER A COPY OF EACH FUND'S ANNUAL REPORT AND SEMIANNUAL
REPORT. Requests should be addressed to The CGM Funds, P.O. Box 449, Boston, MA
02117-0449 or can be made by calling CGM at 1-800-598-0728.
Shareholders of each Fund will vote separately with respect to
Proposals 1 and 2. Approval of Proposal 1 with respect to each Fund will require
an affirmative vote of the lesser of (1) more than 50% of the outstanding shares
of such Fund or (2) 67% or more of the shares of such Fund represented at the
Special Meeting at which more than 50% of the outstanding shares of such Fund
are present in person or by proxy (a "Majority Vote"). Approval of Proposal 2
with respect to each Fund will require an affirmative vote of a majority of the
shares of such Fund present and voting at the Special Meeting.
Forty percent of the shares of each Fund entitled to vote at the
Special Meeting present in person or represented by proxy constitutes a quorum
of such Fund. For purposes of determining the presence or absence of a quorum
and for determining whether sufficient votes have been received for approval of
any matter to be acted upon at the Special Meeting, abstentions and broker
non-votes will be treated as shares that are present at the Special Meeting but
which have not been voted. For this reason, abstentions and broker non-votes
will assist the Funds in obtaining a quorum, will have the practical effect of a
"No" vote for purposes of obtaining the requisite vote for approval of Proposal
1, and will have no effect on the outcome of Proposal 2.
In the event a quorum is not present in person or by proxy at the
Special Meeting, or in the event a quorum is present at the Special Meeting but
sufficient votes to approve a proposal are not received, the persons named as
proxies may propose one or more adjournments of the Special Meeting with respect
to one or more of the Funds to permit further solicitation of proxies. Any such
proposal for adjournment will require the vote of a majority of the shares of
such Fund represented at the Special Meeting in person or by proxy. A vote may
be taken on one of the proposals in this Proxy Statement prior to such
adjournment if a quorum is present and sufficient votes have been received for
approval.
At any time before it has been voted, the enclosed proxy may be revoked
by the signer by: (1) a written revocation received by the Secretary of the
Fund(s) in which the signer holds shares at Capital Growth Management, One
International Place, Boston, Massachusetts 02110; (2) properly executing a
later-dated proxy; or (3) attending the Special Meeting, requesting return of
any previously delivered proxy and voting in person. Solicitation of proxies by
personal interview, mail, telephone and telegraph may be made by officers and
Trustees of the Funds and employees of CGM and third-party solicitation agents.
All costs incurred in connection with the Special Meeting will be paid by CGM.
CGM has engaged D. F. King & Co., Inc. to assist in the solicitation of proxies.
It is anticipated that the cost of the services provided by D. F. King & Co. in
connection with the Special Meeting will be approximately $100,000.
PROPOSAL 1. APPROVAL OF NEW ADVISORY AGREEMENTS
CGM serves as investment adviser to each of CGM Capital Development
Fund, CGM Mutual Fund and CGM Fixed Income Fund pursuant to Advisory Agreements
dated August 30, 1996 (the "Existing Advisory Agreements"). The Existing
Advisory Agreements became effective on August 30, 1996 upon consummation of the
merger (the "Transaction") of New England Mutual Life Insurance Company into
Metropolitan Life Insurance Company ("Metropolitan Life"). The Existing Advisory
Agreement for each Fund is identical to the advisory agreement dated September
1, 1993 between CGM and each Fund that had previously been in effect, with the
exception of the dates of effectiveness and termination.
A majority of the Trustees of each of CGM Capital Development Fund and
CGM Trust, including the Trustees (the "Independent Trustees") who are not
interested persons of a Fund or CGM within the meaning of the Investment Company
Act of 1940, as amended (the "1940 Act") approved the Existing Advisory
Agreements on October 26, 1995. Each of the Existing Advisory Agreements was
approved by shareholders of the respective Funds at special meetings of the
stockholders of each Fund held on December 29, 1995. Shareholders of each Fund
had been asked to approve the Existing Advisory Agreements due to the "change of
control" of CGM that might be deemed to occur upon consummation of the
Transaction.
Proposal 1 asks shareholders of each Fund to approve a new advisory
agreement with CGM with respect to each Fund (such new advisory agreements being
referred to in this Proxy Statement as the "Proposed Advisory Agreements"). The
Proposed Advisory Agreement for each Fund provides for an increase in the
advisory fee payable to CGM from the advisory fee payable to CGM under the
Existing Advisory Agreement. The Proposed Advisory Agreement for each of CGM
Capital Development Fund and CGM Mutual Fund also changes the breakpoints
(expressed in the terms of average daily net assets of each such Fund) at which
the advisory fee rate payable by such Fund decreases. The Proposed Advisory
Agreements are otherwise identical to the Existing Advisory Agreements with the
exception of the dates of effectiveness and termination.
The following is a summary of the annual rate of compensation payable
to CGM by each Fund under each of the Existing Advisory Agreements and the
annual rate of compensation that will apply to each Fund if the respective
Proposed Advisory Agreement is approved by shareholders:
<TABLE>
<CAPTION>
CONTRACTUAL ANNUAL RATES OF COMPENSATION
TO CGM (BASED ON EACH FUND'S AVERAGE
DAILY NET ASSETS)
-----------------------------------------
EXISTING ADVISORY PROPOSED ADVISORY
FUND AGREEMENT AGREEMENT
- ---- ----------------- -------------------
<S> <C> <C>
CGM Capital 0.75% of the first $200,000,000; 1.00% of the first $500,000,000;
Development Fund 0.70% of the next $300,000,000; and 0.95% of the next $500,000,000; and
0.65% of such assets in excess of 0.80% of such assets in excess of
$500,000,000 $1,000,000,000
CGM Mutual Fund 0.75% of the first $200,000,000; 0.90% of the first $500,000,000;
0.70% of the next $300,000,000; and 0.80% of the next $500,000,000; and
0.65% of such assets in excess of 0.75% of such assets in excess of
$500,000,000 $1,000,000,000
CGM Fixed 0.55% of the first $200,000,000; 0.65% of the first $200,000,000;
Income Fund 0.45% of the next $300,000,000; and 0.55% of the next $300,000,000; and
0.35% of such assets in excess of 0.40% of such assets in excess of
$500,000,000 $500,000,000.
</TABLE>
DESCRIPTION OF THE PROPOSED ADVISORY AGREEMENTS
The form of Proposed Advisory Agreement for each of CGM Capital
Development Fund, CGM Mutual Fund and CGM Fixed Income Fund is attached hereto
as Exhibit A, Exhibit B and Exhibit C, respectively. The discussion of the
Proposed Advisory Agreements in this Proxy Statement is qualified in its
entirety by reference to the text of the Proposed Advisory Agreements as set
forth in such exhibits.
The Proposed Advisory Agreements provide that CGM shall manage the
investment and reinvestment of the assets of each Fund, subject to the
supervision and control of the Board of Trustees of CGM Capital Development Fund
or CGM Trust, as the case may be. The Proposed Advisory Agreements also provide
that CGM shall furnish to the Funds or pay the expenses of the Funds for the
following with respect to each Fund:
(a) office space, facilities and equipment;
(b) necessary executive and other personnel for managing the affairs of
the Fund (exclusive of (i) expenses for personnel performing bookkeeping,
accounting, internal auditing and financial reporting functions and related
clerical functions relating to the Fund, (ii) expenses for services required in
connection with the preparation of registration statements and prospectuses,
shareholder reports and notices, proxy solicitation material furnished to
shareholders of the Fund or regulatory authorities and reports and
questionnaires for Securities and Exchange Commission compliance and (iii)
services related to and to be performed under contract for custodial, transfer,
dividend and other services by the bank selected to perform such services); and
(c) compensation of Trustees of each of CGM Capital Development Fund
and CGM Trust who are partners, directors, officers or employees of CGM or its
affiliates (other than registered investment companies).
Under the Proposed Advisory Agreements, each Fund is obligated to pay
all its expenses other than those paid by CGM as set forth above, including
taxes and charges for auditing and legal services, fees of the custodian and
transfer agent, expenses of shareholder and Trustees meetings, registration,
filing and other fees in connection with requirements of regulatory authorities,
and the printing and mailing of reports to shareholders. The investment advisory
fee is subject to reduction in the event the total of all ordinary business
expenses for any fiscal year exceeds the limitation (based on a percentage of
average net assets) prescribed by a state in which shares of the Fund are
qualified for sale.
For the fiscal year ended December 31, 1995, the advisory fee paid to
CGM in respect of services rendered to CGM Capital Development Fund and CGM
Mutual Fund amounted to $3,323,791 and $7,637,552, respectively. If the
investment advisory fee under the Proposed Advisory Agreements had been in
effect for the fiscal year ended December 31,1995, the advisory fees paid to CGM
would have been $4,608,856 for CGM Capital Development Fund and $9,408,714 for
CGM Mutual Fund, which represent a 39% and 23% increase in the advisory fees
actually paid for such fiscal year, respectively.
With respect to the fiscal years ended December 31, 1995 and 1996, CGM
agreed to voluntarily waive its advisory fees and bear certain expenses
associated with operating CGM Fixed Income Fund in order to limit the Fund's
operating expenses to an annual rate of 0.85% of the Fund's average net assets.
For the fiscal year ended December 31, 1995, the investment advisory fees that
would have been payable to CGM in respect to services rendered to CGM Fixed
Income Fund amounted to $167,688. As a result of such waiver, the Fund paid no
investment advisory fees to CGM for 1995. Under the Proposed Advisory Agreement,
the investment advisory fees that would have been payable to CGM in respect to
services rendered to CGM Fixed Income Fund in 1995 in the absence of the
advisory fee waiver and reimbursement provision would have been $198,177, an 18%
increase in the fee that would have been payable under the Existing Advisory
Agreement in the absence of the advisory fee waiver and reimbursement provision.
Exhibit D to the Proxy Statement sets forth the fee schedule for each
of the Funds showing the actual fees for the fiscal year ended December 31, 1995
and the pro forma fees for each of the Funds assuming the Proposed Advisory
Agreements had been in effect throughout the year.
Certain office space, facilities, equipment and administrative services
for each Fund and other mutual funds under the investment management of the CGM
organization are furnished by CGM. In addition, CGM provides bookkeeping,
accounting, auditing, financial and related clerical services for which it is
reimbursed by each Fund based on the cost of providing these services. For the
services rendered to CGM Capital Development Fund and CGM Mutual Fund for the
fiscal year ended December 31, 1995, CGM was reimbursed in the amounts of
$55,000 and $80,000, respectively. As a result of the fee waiver and
reimbursement provision described above, CGM received no reimbursement with
respect to CGM Fixed Income Fund for fiscal year ended December 31, 1995.
The Proposed Advisory Agreements will be executed and become effective
on the date of approval by shareholders. Each of the Proposed Advisory
Agreements provides that it will continue in effect for an initial term of two
years from the date of its execution, and thereafter from year to year so long
as its continuance is approved at least annually (i) by the Trustees of the Fund
or by a Majority Vote of shareholders of the Fund, and (ii) by vote of a
majority of the Independent Trustees of the Fund, cast in person at a meeting
called for that purpose. Any amendment to a Proposed Advisory Agreement must be
approved by a Majority Vote of shareholders of the Fund and by vote of a
majority of the Independent Trustees of the Trusts cast in person at a meeting
called for the purpose of voting on such approval. Each of the Proposed Advisory
Agreements may be terminated without penalty by vote of the Board of Trustees of
the respective Trust or by a Majority Vote of shareholders of the Fund on sixty
days' written notice to CGM or by CGM on ninety days' written notice to the
Fund, and will terminate automatically, if assigned.
The Proposed Advisory Agreements provide that CGM shall not be subject
to any liability in connection with the performance of its services thereunder
in the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties.
The Proposed Advisory Agreements provide that, upon termination by
either party or upon violation of any provision by the respective Trust, such
Trust will, at the request of CGM made within sixty days after CGM has knowledge
of such termination or violation, change its name so as to eliminate all
reference to "Capital Growth Management" or "CGM."
THE EFFECT OF PROPOSAL 1 IS THAT EACH FUND WOULD CONTINUE TO OPERATE
UNDER ARRANGEMENTS SUBSTANTIALLY IDENTICAL TO THOSE THAT ARE CURRENTLY IN EFFECT
EXCEPT FOR THE CHANGE IN THE INVESTMENT ADVISORY FEE PAID BY EACH FUND DESCRIBED
ABOVE AND THE CHANGE IN THE DATES OF TERMINATION AND EFFECTIVENESS OF THE
ADVISORY AGREEMENTS.
THE BOARDS OF TRUSTEES OF EACH OF THE FUNDS, INCLUDING THE INDEPENDENT
TRUSTEES, UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE FUNDS VOTE FOR THE
APPROVAL OF THE PROPOSED ADVISORY AGREEMENTS BETWEEN EACH FUND AND CGM.
REVIEW PROCESS OF THE TRUSTEES
At a meeting of the Board of Trustees of each of the Trusts held on
August 13, 1996, the respective Trustees approved the Proposed Advisory
Agreement for each Fund and recommended that the Proposed Advisory Agreements be
submitted to shareholders for approval. In connection with such approvals, the
Independent Trustees of CGM Trust and CGM Capital Development Fund, each acting
as a committee of each Board of Trustees (the "CGM Capital Development
Committee" and "CGM Trust Committee," respectively, and together the
"Committees"), received information from CGM for the use of the Committees in
reviewing the proposed advisory fee arrangements. The Committees reviewed
proposed advisory fee arrangements for the Funds at a meeting held on July 25,
1996. At the July 25, 1996 meeting, the Independent Trustees requested that CGM
provide certain additional information with respect to the Funds and also
requested that an additional meeting of the Committees be held to consider the
proposed advisory fee arrangements. An additional meeting of the Committees and
each Board of Trustees was held on August 13, 1996. During the review process
the Committees consulted with each Trust's legal counsel, Goodwin, Procter &
Hoar LLP, which also serves as counsel to the Independent Trustees of the
respective Trusts.
The Committees reviewed a variety of information relating to the
nature, quality and scope of the services provided by CGM and the reasonableness
of the proposed change in advisory fees for each of the Funds. Among other
things, the Committees considered the following: the short-term and long-term
performance of each Fund relative to the performance of other funds with
comparable objectives and policies as well as relative to standardized indices;
the fees charged by other managers of mutual funds with comparable objectives
and policies for comparable services and the total expense ratios of such funds;
the fees charged by CGM with respect to other mutual funds managed by CGM with
similar investment objectives to any of the Funds; the profitability of CGM's
relationship with the Funds; anticipated enhancements in the services to be
provided by CGM to the Funds and the costs associated with providing such
services; and other organizational information relating to CGM, its advisory
personnel and its investment processes.
The Committees determined that CGM has provided quality services with
respect to each of the Funds. In particular, the CGM Capital Development
Committee noted that, for the 15-year period ended June 30, 1996, CGM Capital
Development Fund was ranked by Lipper Analytical Services, Inc. ("Lipper"), an
independent organization that ranks mutual funds, as the number one performing
fund out of 111 comparable mutual funds ranked by Lipper. During this same
period, CGM Capital Development Fund had an aggregate total return of 1,638% as
compared to a return of 780% for the Standard & Poors' 500 Composite Stock Price
Index (the "S&P 500") and 602% for an index of comparable mutual funds (as
determined by Lipper). The Capital Development Committee also noted that CGM
Capital Development Fund was ranked by Lipper 14th out of 619 comparable funds,
3rd out of 248 comparable funds and 4th out of 162 comparable funds for the one,
five and ten year periods, respectively, ending June 30, 1996.
The CGM Trust Committee noted that CGM Mutual Fund was ranked by Lipper
as the number one performing fund out of 24 balanced funds for the 15-year
period ended June 30, 1996, with an aggregate total return of 739% as compared
to a return of 548% for an index of comparable funds determined by Lipper. The
CGM Trust Committee also noted that CGM Mutual Fund was ranked by Lipper 8th out
of 67 comparable funds and 4th out of 30 comparable funds for the five and ten
year periods, respectively, ending June 30, 1996.
The CGM Trust Committee noted that CGM Fixed Income Fund has been
ranked by Lipper as the number one performing fund for each of the one and
three-year periods ending June 30, 1996 out of 54 and 22 comparable mutual
funds, respectively. During these periods, CGM Fixed Income Fund's aggregate
total return was 17.4% and 35.0%, respectively, compared to 7.5% and 18.9%,
respectively, for an index of comparable funds determined by Lipper.
The Committees also determined that each Fund's absolute performance
and performance relative to comparable mutual funds and indices would not have
been materially affected if the proposed increased advisory fees had
been in effect throughout these historical periods.
The CGM Capital Development Committee and CGM Trust Committee examined
the total expense ratio and effective advisory fees of CGM Capital Development
Fund and CGM Mutual Fund, respectively, against comparable mutual funds under
both the existing and proposed advisory fee arrangements. Each respective
Committee noted that the proposed advisory fee arrangements would result in an
expense ratio and effective advisory fee for the respective Fund that is above
the median of comparable funds but concluded that the relative position of each
Fund was justified by its superior performance against comparable funds.
With respect to CGM Fixed Income Fund, the CGM Trust Committee noted
that CGM had previously undertaken to waive its advisory fees and, if necessary,
limit certain expenses associated with operating the Fund through December 31,
1996 in order to limit the Fund's operating expenses to an annual rate of 0.85%
of the Fund's average net assets. The CGM Trust Committee also noted that in
connection with the proposed advisory fee increase for CGM Fixed Income Fund,
CGM had agreed to extend its advisory fee waiver and expense reimbursement
commitment through December 31, 1997 and to obtain approval of the Board of
Trustees of CGM Trust prior to any modification of the commitment thereafter.
The CGM Trust Committee concluded that, as a result of this commitment, the
proposed increase in the advisory fee for CGM Fixed Income Fund would not impact
the Fund's expense ratio for the foreseeable future.
The Committees also reviewed profitability information prepared by CGM
based on its internal cost allocations. In considering the profitability
information, the Committees also considered the various indirect benefits to CGM
from its relationship to the Funds, including the "soft dollar" research
received by CGM from brokers in connection with portfolio transactions. The
Committees also considered the other potential opportunities available to key
management personnel of CGM and concluded that the proposed advisory fee
arrangements were necessary to maintain the viability of the relationship
between CGM and the Funds.
CONCLUSIONS, ACTION OF THE BOARDS OF TRUSTEES AND RECOMMENDED SHAREHOLDER ACTION
After considering the above factors, the Committees and the Boards of
Trustees concluded that the Proposed Advisory Agreements are fair and
reasonable. The Trustees of each Trust, including the respective Independent
Trustees thereof, unanimously voted to approve the Proposed Advisory Agreement
with respect to each Fund and recommend that shareholders vote FOR approval of
the Proposed Advisory Agreement.
OWNERSHIP AND MANAGEMENT OF CGM AND RELATED MATTERS
CGM is a Massachusetts limited partnership organized on December 7,
1989. CGM currently has one general partner, Kenbob, Inc. ("Kenbob"). Kenbob is
a corporation controlled equally by Robert L. Kemp and G. Kenneth Heebner.
Messrs. Kemp and Heebner are employees of CGM, and are officers and Trustees of
both CGM Capital Development Fund and CGM Trust. Messrs. Kemp and Heebner are
the directors of Kenbob and also serve as President and Chairman, respectively,
of Kenbob. The address of CGM and of Kenbob is One International Place, Boston,
Massachusetts 02110.
Kenbob currently holds a 48.8% interest in CGM's profits and losses.
New England Investment Companies, L.P. ("NEIC") currently holds a 50% limited
partnership interest in CGM's profits and losses. The general partner of NEIC is
New England Investment Companies, Inc. ("NEIC-GP"), a wholly owned subsidiary of
Metropolitan Life. The address of each of NEIC and NEIC-GP is 399 Boylston
Street, Boston, Massachusetts 02116. The address of Metropolitan Life is One
Madison Avenue, New York, New York 10010. Two additional employees of CGM, who
are neither officers nor trustees of the Funds hold the remaining 1.2% limited
partnership interest in CGM's profits and losses.
Under the terms of the agreement of limited partnership of CGM (the
"Partnership Agreement") which sets forth the rights and responsibilities of the
partners as well as certain operational issues, the limited partners of CGM have
no power with respect to the operation of CGM and no right to remove or replace
the general partner of CGM.
Under the terms of the Partnership Agreement, Kenbob was obligated to
purchase each year from NEIC a portion of NEIC's interest in CGM's profits and
losses (excluding the amount of certain payments), until such time as the
combined interest of NEIC has been reduced to 50% of CGM's profits and losses.
The price of this interest was 9% of CGM's annual earnings (after certain
adjustments) for each 1% interest in CGM's profits and losses. Pursuant to these
provisions, on April 30, 1996, Kenbob paid NEIC $4,993,083 for an additional
3.749% interest in CGM's profits and losses.
The following table lists persons who are officers or Trustees of the
Trusts who are also employees of CGM. CGM has no officers or directors because
it is organized as a limited partnership.
POSITION WITH POSITION WITH
NAME CGM CAPITAL DEVELOPMENT FUND CGM TRUST
---- ---------------------------- -------------
Robert L. Kemp Trustee and President Trustee and President
G. Kenneth Heebner Trustee and Vice President Trustee and Vice President
Kathleen S. Haughton Vice President Vice President
Leslie A. Lake Vice President and Secretary Vice President and Secretary
Martha I. Maguire Vice President Vice President
Janice H. Saul -- Vice President
Mary L. Stone Assistant Vice President Assistant Vice President
Frank N. Strauss Treasurer Treasurer
W. Dugal Thomas Vice President Vice President
As of June 30, 1996, no officer or Trustee of any of the Funds owned
beneficially greater than 1% of the outstanding shares of the respective Fund.
As of such date, the officers and Trustees of CGM Capital Development Fund in
the aggregate and the officers and Trustees of CGM Mutual Fund in the aggregate
owned beneficially less than 1% of the outstanding shares of the respective
Fund. As of such date, the officers and Trustees of CGM Fixed Income Fund owned
beneficially approximately 1.31% of the shares of CGM Fixed Income Fund.
OTHER INVESTMENT COMPANY PORTFOLIOS ADVISED BY CGM
In addition to serving as investment adviser to the Funds, CGM serves
as investment adviser to the investment company portfolios listed in the
following table that also includes the total net assets of such investment
portfolio at June 30, 1996, and the current rate of CGM's compensation:
<TABLE>
<CAPTION>
TOTAL NET CONTRACTUAL ANNUAL RATES OF
ASSETS AS OF COMPENSATION TO CGM (BASED ON THE
INVESTMENT COMPANY PORTFOLIOS JUNE 30, 1996 PORTFOLIO'S AVERAGE DAILY NET ASSETS
----------------------------- ------------- -------------------------------------
<S> <C> <C>
New England Growth Fund $1,202,448,069 0.75% of the first $200,000,000;
0.70% of the next $300,000,000; and
0.65% of such assets in excess of
$500,000,000
New England Variable Annuity Fund $ 60,262,430 0.3066% of such assets
New England Zenith Fund $ 991,569,291 0.70% of the first $200,000,000;
(Capital Growth Series) 0.65% of the next $300,000,000; and
0.60% of such assets in excess of
$500,000,000
</TABLE>
CGM also acts as investment adviser to CGM Realty Fund and CGM American
Tax Fee Fund, each a series of CGM Trust and provides investment advisory
services to other institutional clients as well as certain private investment
accounts.
Various officers and Trustees of the Trusts may also serve as officers,
directors or trustees of other investment companies or other corporate or
fiduciary clients which CGM advises. The other investment companies and clients
served by CGM may sometimes invest in securities in which the Funds also invest.
If a Fund and such other investment companies or clients of CGM desire to buy or
sell the same portfolio securities at about the same time, purchases and sales
will be allocated to the extent practicable on a pro rata basis in proportion to
the amounts desired to be purchased or sold for each. It is recognized that in
some cases the practices described in this paragraph could have a detrimental
effect on the price or amount of the securities which a Fund purchases or sells.
In other cases, however, it is believed that these practices may benefit the
Funds. It is the opinion of the Trustees that the desirability of retaining CGM
as adviser for the Funds outweighs the disadvantages, if any, which might result
from these practices.
PROPOSAL 2. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
Each of the Boards of Trustees of CGM Capital Development Fund and CGM
Trust, including a majority of the Independent Trustees of each Trust, has
selected Price Waterhouse as the independent accountants for CGM Capital
Development Fund, CGM Mutual Fund and CGM Fixed Income Fund for the fiscal year
ending December 31, 1996. At the Special Meeting, shareholders of each Fund are
being asked to ratify the selection of Price Waterhouse to perform audit
services for the respective Fund. A representative of Price Waterhouse is not
expected to attend the Special Meeting but will be available to participate by
telephone during the Special Meeting.
Price Waterhouse has been the independent accountants for each of the
Funds for the fiscal year ended December 31, 1995. Price Waterhouse has no
relationship to any of the Funds, material or otherwise, other than serving as
independent accountants. The services provided by Price Waterhouse consist of
examination of each Fund's annual financial statements and limited review of
each Fund's unaudited semi-annual and quarterly financial statements, assistance
in the preparation of each Fund's federal and state income tax returns and
consultation with the Funds as to matters of accounting and federal and state
income taxation, and assistance and consultation in connection with Securities
and Exchange Commission filings.
THE BOARD OF TRUSTEES OF EACH OF THE FUNDS, INCLUDING THE INDEPENDENT
TRUSTEES, UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF EACH FUND VOTE FOR
RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE AS INDEPENDENT ACCOUNTANTS OF
EACH FUND FOR THE FISCAL YEAR ENDING DECEMBER 31, 1996.
ADJOURNMENTS, OTHER MATTERS AND SHAREHOLDER PROPOSALS
In the event that sufficient votes in favor of the foregoing proposals
are not received by December 12, 1996, the persons named as proxies may vote on
those matters as to which sufficient votes have been received and may propose
one or more adjournments or postponements of the Special Meeting with respect to
one or more of the Funds to a later date to permit further solicitation of
proxies for any and all of such proposals as to which sufficient votes have not
been received. Any such adjournment will require the affirmative vote of a
majority of the shares of such Fund present in person or by proxy and voting at
the session of the meeting to be adjourned. The persons named as proxies will
vote in favor of such adjournment those proxies which they are entitled to vote
in favor of the underlying proposal. They will vote against any such adjournment
those proxies required to be voted against the underlying proposal and will not
vote any proxies that direct them to abstain from voting on such underlying
proposal.
The only business that management intends to present or knows that
others will present at the Special Meeting is the business mentioned in the
Notice of Special Meeting of Shareholders. However, with respect to any
additional matters that properly come before the Special Meeting and all matters
incidental to the conduct of the Special Meeting, it is the intention of the
persons named in the enclosed proxy to vote the proxy in accordance with their
judgment on such matters, unless previously instructed to the contrary by means
of written instructions from a shareholder received by the Secretary of the
respective Trust.
Shareholder proposals to be presented at any future meeting of
shareholders of the Funds must be received by each Fund a reasonable time before
the Fund's solicitation of proxies in order for such proposals to be considered
for inclusion in the proxy materials relating to that meeting.
<PAGE>
Exhibit A
ADVISORY AGREEMENT FOR CGM CAPITAL DEVELOPMENT FUND
---------------------------------------------------
AGREEMENT made this ___ day of _________, 1996 by and between CGM
CAPITAL DEVELOPMENT FUND, a Massachusetts business trust (the "Fund"), and
CAPITAL GROWTH MANAGEMENT LIMITED PARTNERSHIP, a Massachusetts partnership (the
"Adviser").
WITNESSETH:
WHEREAS, the Fund and the Adviser wish to enter into an agreement
setting forth the terms upon which the Adviser will perform certain services for
the Series;
NOW THEREFORE, in consideration of the premises and covenants
hereinafter contained, the Fund and the Adviser agree as follows:
1. The Fund hereby employs the Adviser to manage the investment and
reinvestment of the assets of the Original Series of the Fund (the "Series") and
to perform the other services herein set forth, subject to the supervision of
the Board of Trustees of the Fund. The Adviser hereby accepts such employment
and agrees, at its own expense, to render the services and to assume the
obligations herein set forth, for the compensation herein provided. The Adviser
shall for all purposes herein be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority to
act for or represent the Fund in any way or otherwise be deemed an agent of the
Fund.
2. In carrying out its obligations to manage the investment and
reinvestment of the assets belonging to the Series, the Adviser shall:
(a) obtain and evaluate such economic, statistical and financial
data and information and undertake such additional investment research
as it shall believe necessary or advisable for the management of the
investment and reinvestment of the assets belonging to the Series in
accordance with the Series, investment objective and policies;
(b) take such steps as are necessary to implement the investment
policies of the Series by purchase and sale of securities, including
the placing of orders for such purchase and sale; and
(c) regularly report to the Board of Trustees with respect to the
implementation of the investment policies of the Series.
3. All activities in connection with the management of the affairs of
the Series undertaken by the Adviser pursuant to this Agreement shall at all
times be subject to the supervision and control of the Board of Trustees, any
duly constituted committee thereof or any officer of the Fund acting pursuant to
like authority.
4. In addition to performing at its expense the obligations set forth
in section 2 hereof, the Adviser shall furnish to the Fund at the Adviser's own
expense or pay the expenses of the Fund for the following:
(a) office space in such place or places as may be agreed upon from
time to time, and all necessary office supplies, facilities and
equipment;
(b) necessary executive and other personnel for managing the affairs
of the Series (exclusive of those related to and to be performed under
contract for custodial, transfer, dividend and plan agency services by
the bank selected to perform such services and exclusive of any
managerial functions described in section 5); and
(c) compensation, if any, of Trustees of the Fund who are directors,
officers, partners or employees of the Adviser or any affiliated person
(other than a registered investment company) of the Adviser.
5. Nothing in section 4 hereof shall require the Adviser to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and distributing the items referred
to in subsection (m) of this section 5, except as otherwise provided in
any agreement between the Fund and its principal underwriter in effect
from time to time relating to distribution of shares of the Series;
(b) compensation of Trustees of the Fund who are not directors,
officers, partners or employees of the Adviser or of any affiliated
person (other than a registered investment company) of the Adviser;
(c) registration, filing and other fees in connection with
requirements of regulatory authorities;
(d) the charges and expenses of the Custodian appointed by the Fund
for custodial services;
(e) charges and expenses of independent accountants retained by the
Fund;
(f) charges and expenses of any transfer agents, paying agents, plan
agents and registrars appointed by the Fund;
(g) brokers, commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund
is a party;
(h) taxes and fees payable by the Fund to Federal, State or other
governmental agencies;
(i) the cost of certificates representing shares of the Series;
(j) expenses of meetings of shareholders and Trustees of the Fund;
(k) charges and expenses of legal counsel retained by the Fund;
(l) interest, including interest on borrowings by the Fund;
(m) the cost of services, including services of counsel, required in
connection with the preparation of the Fund's registration statements
and prospectuses with respect to shares of the Series, including
amendments and revisions thereto, annual, semiannual and other periodic
reports of the Fund, and notices and proxy solicitation material
furnished to shareholders of the Fund or regulatory authorities, to the
extent that any such materials relate to the Fund or to the
shareholders thereof; and
(n) the Fund's expenses of bookkeeping, accounting, auditing and
financial reporting, including related clerical expenses with respect
to the Series.
6. The services of the Adviser to the Fund hereunder are not to be
deemed exclusive and the Adviser shall be free to render similar services to
others, so long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished
and expenses borne by the Adviser hereunder, the Fund shall pay the Adviser
compensation at the annual percentage rates of the corresponding levels of the
Series' average daily net assets set forth in the following chart:
Annual Average Daily
Percentage Rate Net Asset Value Levels
--------------- ----------------------
1.00% the first $500,000,000;
0.95% the next $500,000,000; and
0.80% such assets in excess of $1,000,000,000
Such compensation shall be payable monthly in arrears or at such other
intervals, not less frequently than quarterly, as the Board of Trustees of the
Fund may from time to time determine and specify in writing to the Adviser. The
Adviser hereby acknowledges that the Fund's obligation to pay such compensation
is binding only on the assets and property belonging to the Series.
8. If the total of all ordinary business expenses of the Series or the
Fund as a whole (including investment advisory fees but excluding taxes,
portfolio brokerage commissions and interest) for any fiscal year exceeds the
lowest applicable percentage of average net assets limitation prescribed by any
state in which shares of the Series are qualified for sale, the total fee
otherwise due the Adviser for such fiscal year pursuant to section 7 hereof
shall be reduced by the amount of such excess belonging to the Series, and, if,
after giving effect to such reduction, the total of all ordinary business
expenses continues to exceed any such applicable limitation, the Adviser shall
pay any such continuing excess belonging to the Series; provided, however, that
the Adviser will not reduce its fees nor pay any such expenses to an extent or
under circumstances which would result in the inability of the Series to qualify
as a regulated investment company under the Internal Revenue Code. Solely for
purposes of applying such limitations in accordance with the foregoing sentence,
the Series and the Fund shall each be deemed to be a separate fund subject to
such limitations. Should the applicable state limitation provisions fail to
specify how the average net assets of the Fund or belonging to the Series are to
be calculated, that figure shall be calculated by reference to the average daily
net assets of the Fund or the Series, as the case may be.
9. It is understood that any of the shareholders, trustees, officers,
employees and agents of the Fund may be a partner, shareholder, director,
officer, employee or agent of, or be otherwise interested in, the Adviser, any
affiliated person of the Adviser, any organization in which the Adviser may have
an interest or any organization which may have an interest in the Adviser; that
the Adviser, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the Agreement and Declaration of Trust of the Fund and the
Partnership Agreement of the Adviser, respectively, or by specific provisions of
applicable law.
10. The Adviser consents to the use by the Fund of the names "CGM
Capital Development Fund" or other names embodying the words "Capital Growth
Management" or "CGM" in such forms as the Adviser shall in writing approve, but
only on condition that so long as this Agreement shall remain in force the Fund
shall fully perform, fulfill and comply with all provisions of this Agreement
expressed herein to be performed, fulfilled or complied with by it. No such name
shall be used by the Fund at any time or in any place for any purposes or under
any conditions except as in this paragraph provided.
Upon any termination of this Agreement by either party or upon the
violation of any of its provisions by the Fund, it will, at the request of the
Adviser made within sixty days after the Adviser has knowledge of such
termination or violation, change its name so as to eliminate all reference to
"Capital Growth Management" or "CGM" and will not thereafter transact any
business in a name containing "Capital Growth Management" or "CGM" in any form
or combination whatsoever, or designate itself as the same business trust as or
successor to a business trust of such name, or otherwise use the name "Capital
Growth Management" or "CGM" or any other reference to the Adviser. Such
covenants on the part of the Fund shall be binding upon it, its Trustees,
officers, shareholders, creditors and all other persons claiming under or
through it.
11. This Agreement shall become effective as of the date of its
execution, and
(a) unless otherwise terminated, after two years from the date of
its execution this Agreement shall continue in effect only so long as
such continuance is specifically approved at least annually (i) by the
Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Series, and (ii) by vote of a
majority of the Trustees of the Fund who are not interested persons of
the Fund or the Adviser, cast in person at a meeting called for the
purpose of voting on such approval;
(b) this Agreement may at any time be terminated on sixty days
written notice to the Adviser either by vote of the Board of Trustees
of the Fund or by vote of a majority of the outstanding voting
securities of the Series;
(c) this Agreement shall automatically terminate in the event of its
assignment;
(d) this Agreement may be terminated by the Adviser on ninety days
written notice to the Fund.
Termination of this Agreement pursuant to this section 11 shall be
without payment of any penalty.
12. This Agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Series and by vote of a majority of the Trustees of the Fund who are not
interested persons of the Fund or the Adviser, cast in person at a meeting
called for the purpose of voting on such approval.
13. For the purpose of this Agreement, the terms "vote of a majority of
the outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the Investment
Company Act of 1940, subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission under said Act. References in this
Agreement to any assets, property or liabilities "belonging to" the Series shall
have the meaning defined in the Fund's Agreement and Declaration of Trust.
14. In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Adviser, or reckless disregard of its obligations
and duties hereunder, the Adviser shall not be subject to any liability to the
Fund, to any shareholder of the Fund or to any other person, firm or
organization, for any act or omission in the course of, or connected with,
rendering services hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
CGM CAPITAL DEVELOPMENT FUND
By:
------------------------------------
Title:
CAPITAL GROWTH MANAGEMENT
LIMITED PARTNERSHIP
By:
------------------------------------
President, Kenbob, Inc.,
General Partner
A copy of the Agreement and Declaration of Trust establishing CGM
Capital Development Fund is on file with the Secretary of State of the
Commonwealth of Massachusetts, and notice is hereby given that this Agreement is
executed with respect to the Series on behalf of the Fund by officers of the
Fund as officers and not individually and that the obligations of or arising out
of this Agreement are not binding upon any of the Trustees, officers or
shareholders individually but are binding only upon the assets and property
belonging to the Series.
<PAGE>
Exhibit B
ADVISORY AGREEMENT FOR CGM MUTUAL FUND
--------------------------------------
AGREEMENT made this __ day of __________, 1996 by and between CGM
TRUST, a Massachusetts business trust (the "Trust"), with respect to its CGM
MUTUAL FUND (the "Series"), and CAPITAL GROWTH MANAGEMENT LIMITED PARTNERSHIP, a
Massachusetts partnership (the "Adviser").
WITNESSETH:
WHEREAS, the Trust and the Adviser wish to enter into an agreement
setting forth the terms upon which the Adviser will perform certain services for
the Series;
NOW THEREFORE, in consideration of the premises and covenants
hereinafter contained, the Trust and the Adviser agree as follows:
1. The Trust hereby employs the Adviser to manage the investment and
reinvestment of the assets of the Series and to perform the other services
herein set forth, subject to the supervision of the Board of Trustees of the
Trust. The Adviser hereby accepts such employment and agrees, at its own
expense, to render the services and to assume the obligations herein set forth,
for the compensation herein provided. The Adviser shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Trust in
any way or otherwise be deemed an agent of the Trust.
2. In carrying out its obligations to manage the investment and
reinvestment of the assets belonging to the Series, the Adviser shall:
(a) obtain and evaluate such economic, statistical and financial
data and information and undertake such additional investment research
as it shall believe necessary or advisable for the management of the
investment and reinvestment of the assets belonging to the Series in
accordance with the Series, investment objective and policies;
(b) take such steps as are necessary to implement the investment
policies of the Series by purchase and sale of securities, including
the placing of orders for such purchase and sale; and
(c) regularly report to the Board of Trustees with respect to the
implementation of the investment policies of the Series.
3. All activities in connection with the management of the affairs of
the Series undertaken by the Adviser pursuant to this Agreement shall at all
times be subject to the supervision and control of the Board of Trustees, any
duly constituted committee thereof or any officer of the Trust acting pursuant
to like authority.
4. In addition to performing at its expense the obligations set forth
in section 2 hereof, the Adviser shall furnish to the Trust at the Adviser's own
expense or pay the expenses of the Trust for the following:
(a) office space in such place or places as may be agreed upon from
time to time, and all necessary office supplies, facilities and
equipment;
(b) necessary executive and other personnel for managing the affairs
of the Series (exclusive of those related to and to be performed under
contract for custodial, transfer, dividend and plan agency services by
the bank selected to perform such services and exclusive of any
managerial functions described in section 5); and
(c) compensation, if any, of Trustees of the Trust who are
directors, officers, partners or employees of the Adviser or any
affiliated person (other than a registered investment company) of the
Adviser.
5. Nothing in section 4 hereof shall require the Adviser to bear, or to
reimburse the Trust for:
(a) any of the costs of printing and distributing the items referred
to in subsection (m) of this section 5, except as otherwise provided in
any agreement between the Trust and its principal underwriter in effect
from time to time relating to distribution of shares of the Series;
(b) compensation of Trustees of the Trust who are not directors,
officers, partners or employees of the Adviser or of any affiliated
person (other than a registered investment company) of the Adviser;
(c) registration, filing and other fees in connection with
requirements of regulatory authorities;
(d) the charges and expenses of the Custodian appointed by the Trust
for custodial services;
(e) charges and expenses of independent accountants retained by the
Trust;
(f) charges and expenses of any transfer agents, paying agents, plan
agents and registrars appointed by the Trust;
(g) brokers, commissions and issue and transfer taxes chargeable to
the Trust in connection with securities transactions to which the Trust
is a party;
(h) taxes and fees payable by the Trust to Federal, State or other
governmental agencies;
(i) the cost of certificates representing shares of the Series;
(j) expenses of meetings of shareholders and Trustees of the Trust;
(k) charges and expenses of legal counsel retained by the Trust;
(l) interest, including interest on borrowings by the Trust;
(m) the cost of services, including services of counsel, required in
connection with the preparation of the Trust's registration statements
and prospectuses with respect to shares of the Series, including
amendments and revisions thereto, annual, semiannual and other periodic
reports of the Trust, and notices and proxy solicitation material
furnished to shareholders of the Trust or regulatory authorities, to
the extent that any such materials relate to the Series or to the
shareholders thereof; and
(n) the Trust's expenses of bookkeeping, accounting, auditing and
financial reporting, including related clerical expenses with respect
to the Series.
6. The services of the Adviser to the Trust hereunder are not to be
deemed exclusive and the Adviser shall be free to render similar services to
others, so long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished
and expenses borne by the Adviser hereunder, the Trust shall pay the Adviser
compensation at the annual percentage rates of the corresponding levels of the
Series' average daily net assets set forth in the following chart:
Annual Average Daily
Percentage Rate Net Asset Value Levels
----------------- ------------------------
0.90% of the first $500,000,000;
0.80% of the next $500,000,000; and
0.75% of such assets in excess of $1,000,000,000.
Such compensation shall be payable monthly in arrears or at such other
intervals, not less frequently than quarterly, as the Board of Trustees of the
Trust may from time to time determine and specify in writing to the Adviser. The
Adviser hereby acknowledges that the Trust's obligation to pay such compensation
is binding only on the assets and property belonging to the Series.
8. If the total of all ordinary business expenses of the Series or the
Trust as a whole (including investment advisory fees but excluding taxes,
portfolio brokerage commissions and interest) for any fiscal year exceeds the
lowest applicable percentage of average net assets limitation prescribed by any
state in which shares of the Series are qualified for sale, the total fee
otherwise due the Adviser for such fiscal year pursuant to section 7 hereof
shall be reduced by the amount of such excess belonging to the Series, and, if,
after giving effect to such reduction, the total of all ordinary business
expenses continues to exceed any such applicable limitation, the Adviser shall
pay any such continuing excess belonging to the Series; provided, however, that
the Adviser will not reduce its fees nor pay any such expenses to an extent or
under circumstances which would result in the inability of the Series to qualify
as a regulated investment company under the Internal Revenue Code. Solely for
purposes of applying such limitations in accordance with the foregoing sentence,
the Series and the Trust shall each be deemed to be a separate fund subject to
such limitations. Should the applicable state limitation provisions fail to
specify how the average net assets of the Trust or belonging to the Series are
to be calculated, that figure shall be calculated by reference to the average
daily net assets of the Trust or the Series, as the case may be.
9. It is understood that any of the shareholders, trustees, officers,
employees and agents of the Trust may be a partner, shareholder, director,
officer, employee or agent of, or be otherwise interested in, the Adviser, any
affiliated person of the Adviser, any organization in which the Adviser may have
an interest or any organization which may have an interest in the Adviser; that
the Adviser any such affiliated person or any such organization may have an
interest in the Trust; and that the existence of any such dual interest shall
not affect the validity hereof or of any transactions hereunder except as
otherwise provided in the Agreement and Declaration of Trust of the Trust and
the Partnership Agreement of the Adviser, respectively, or by specific
provisions of applicable law.
10. The Adviser consents to the use by the Trust of the names "CGM
Trust" and "CGM Mutual Fund," or other names embodying the words "Capital Growth
Management" or "CGM" in such forms as the Adviser shall in writing approve, but
only on condition that so long as this Agreement shall remain in force the Trust
shall fully perform, fulfill and comply with all provisions of this Agreement
expressed herein to be performed, fulfilled or complied with by it. No such name
shall be used by the Trust at any time or in any place for any purposes or under
any conditions except as in this paragraph provided.
Upon any termination of this Agreement by either party or upon the
violation of any of its provisions by the Trust, it will, at the request of the
Adviser made within sixty days after the Adviser has knowledge of such
termination or violation, change its name so as to eliminate all reference to
"Capital Growth Management" or "CGM" and will not thereafter transact any
business in a name containing "Capital Growth Management" or "CGM" in any form
or combination whatsoever, or designate itself as the same business trust as or
successor to a business trust of such name, or otherwise use the name "Capital
Growth Management" or "CGM" or any other reference to the Adviser. Such
covenants on the part of the Trust shall be binding upon it, its Trustees,
officers, shareholders, creditors and all other persons claiming under or
through it.
11. This Agreement shall become effective as of the date of its
execution, and
(a) unless otherwise terminated, after two years from the date of
its execution this Agreement shall continue in effect only so long as
such continuance is specifically approved at least annually (i) by the
Board of Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Series, and (ii) by vote of a
majority of the Trustees of the Trust who are not interested persons of
the Trust or the Adviser, cast in person at a meeting called for the
purpose of voting on such approval;
(b) this Agreement may at any time be terminated on sixty days
written notice to the Adviser either by vote of the Board of Trustees
of the Trust or by vote of a majority of the outstanding voting
securities of the Series;
(c) this Agreement shall automatically terminate in the event of its
assignment;
(d) this Agreement may be terminated by the Adviser on ninety days
written notice to the Trust.
Termination of this Agreement pursuant to this section 11 shall be
without payment of any penalty.
12. This Agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of the Trust shall have been
approved by vote of a majority of the outstanding voting securities of the
Series and by vote of a majority of the Trustees of the Trust who are not
interested persons of the Trust or the Adviser, cast in person at a meeting
called for the purpose of voting on such approval.
13. For the purpose of this Agreement, the terms "vote of a majority of
the outstanding voting securities", "interested person", "affiliated person" and
"assignment" shall have their respective meanings defined in the Investment
Company Act of 1940, subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission under said Act. References in this
Agreement to any assets, property or liabilities "belonging to" the Series shall
have the meaning defined in the Trust's Agreement and Declaration of Trust.
14. In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Adviser, or reckless disregard of its obligations
and duties hereunder, the Adviser shall not be subject to any liability to the
Trust, to any shareholder of the Trust or to any other person, firm or
organization, for any act or omission in the course of, or connected with,
rendering services hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
CGM TRUST on behalf of CGM MUTUAL FUND
By:
--------------------------------------
Title:
CAPITAL GROWTH MANAGEMENT
LIMITED PARTNERSHIP
By:
--------------------------------------
President, Kenbob, Inc.,
General Partner
A copy of the Agreement and Declaration of Trust establishing CGM Trust
is on file with the Secretary of State of the Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is executed with respect to the
Series on behalf of the Trust by officers of the Trust as officers and not
individually and that the obligations of or arising out of this Agreement are
not binding upon any of the Trustees, officers or shareholders individually but
are binding only upon the assets and property belonging to the Series.
<PAGE>
Exhibit C
ADVISORY AGREEMENT FOR CGM FIXED INCOME FUND
--------------------------------------------
AGREEMENT made this __ day of __________, 1996 by and between CGM
TRUST, a Massachusetts business trust (the "Trust"), with respect to its CGM
FIXED INCOME FUND (the "Series"), and CAPITAL GROWTH MANAGEMENT LIMITED
PARTNERSHIP, a Massachusetts partnership (the "Adviser").
WITNESSETH:
WHEREAS, the Trust and the Adviser wish to enter into an agreement
setting forth the terms upon which the Adviser will perform certain services for
the Series;
NOW THEREFORE, in consideration of the premises and covenants
hereinafter contained, the Trust and the Adviser agree as follows:
1. The Trust hereby employs the Adviser to manage the investment and
reinvestment of the assets of the Series and to perform the other services
herein set forth, subject to the supervision of the Board of Trustees of the
Trust. The Adviser hereby accepts such employment and agrees, at its own
expense, to render the services and to assume the obligations herein set forth,
for the compensation herein provided. The Adviser shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Trust in
any way or otherwise be deemed an agent of the Trust.
2. In carrying out its obligations to manage the investment and
reinvestment of the assets belonging to the Series, the Adviser shall:
(a) obtain and evaluate such economic, statistical and financial
data and information and undertake such additional investment research
as it shall believe necessary or advisable for the management of the
investment and reinvestment of the assets belonging to the Series in
accordance with the Series, investment objective and policies;
(b) take such steps as are necessary to implement the investment
policies of the Series by purchase and sale of securities, including
the placing of orders for such purchase and sale; and
(c) regularly report to the Board of Trustees with respect to the
implementation of the investment policies of the Series.
3. All activities in connection with the management of the affairs of
the Series undertaken by the Adviser pursuant to this Agreement shall at all
times be subject to the supervision and control of the Board of Trustees, any
duly constituted committee thereof or any officer of the Trust acting pursuant
to like authority.
4. In addition to performing at its expense the obligations set forth
in section 2 hereof, the Adviser shall furnish to the Trust at the Adviser's own
expense or pay the expenses of the Trust for the following:
(a) office space in such place or places as may be agreed upon from
time to time, and all necessary office supplies, facilities and
equipment;
(b) necessary executive and other personnel for managing the affairs
of the Series (exclusive of those related to and to be performed under
contract for custodial, transfer, dividend and plan agency services by
the bank selected to perform such services and exclusive of any
managerial functions described in section 5); and
(c) compensation, if any, of Trustees of the Trust who are
directors, officers, partners or employees of the Adviser or any
affiliated person (other than a registered investment company) of the
Adviser.
5. Nothing in section 4 hereof shall require the Adviser to bear, or to
reimburse the Trust for:
(a) any of the costs of printing and distributing the items referred
to in subsection (m) of this section 5, except as otherwise provided in
any agreement between the Trust and its principal underwriter in effect
from time to time relating to distribution of shares of the Series;
(b) compensation of Trustees of the Trust who are not directors,
officers, partners or employees of the Adviser or of any affiliated
person (other than a registered investment company) of the Adviser;
(c) registration, filing and other fees in connection with
requirements of regulatory authorities;
(d) the charges and expenses of the Custodian appointed by the Trust
for custodial services;
(e) charges and expenses of independent accountants retained by the
Trust;
(f) charges and expenses of any transfer agents, paying agents, plan
agents and registrars appointed by the Trust;
(g) brokers, commissions and issue and transfer taxes chargeable to
the Trust in connection with securities transactions to which the Trust
is a party;
(h) taxes and fees payable by the Trust to Federal, State or other
governmental agencies;
(i) the cost of certificates representing shares of the Series;
(j) expenses of meetings of shareholders and Trustees of the Trust;
(k) charges and expenses of legal counsel retained by the Trust;
(l) interest, including interest on borrowings by the Trust;
(m) the cost of services, including services of counsel, required in
connection with the preparation of the Trust's registration statements
and prospectuses with respect to shares of the Series, including
amendments and revisions thereto, annual, semiannual and other periodic
reports of the Trust, and notices and proxy solicitation material
furnished to shareholders of the Trust or regulatory authorities, to
the extent that any such materials relate to the Series or to the
shareholders thereof; and
(n) the Trust's expenses of bookkeeping, accounting, auditing
and financial reporting, including related clerical expenses with
respect to the Series.
6. The services of the Adviser to the Trust hereunder are not to be
deemed exclusive and the Adviser shall be free to render similar services to
others, so long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished
and expenses borne by the Adviser hereunder, the Trust shall pay the Adviser
compensation at the annual percentage rates of the corresponding levels of the
Series' average daily net assets set forth in the following chart:
Annual Average Daily
Percentage Rate Net Asset Value Levels
--------------- ----------------------
0.65% of the first $200,000,000;
0.55% of the next $300,000,000; and
0.40% of such assets in excess of $500,000,000.
Such compensation shall be payable monthly in arrears or at such other
intervals, not less frequently than quarterly, as the Board of Trustees of the
Trust may from time to time determine and specify in writing to the Adviser. The
Adviser hereby acknowledges that the Trust's obligation to pay such compensation
is binding only on the assets and property belonging to the Series.
8. If the total of all ordinary business expenses of the Series or the
Trust as a whole (including investment advisory fees but excluding taxes,
portfolio brokerage commissions and interest) for any fiscal year exceeds the
lowest applicable percentage of average net assets limitation prescribed by any
state in which shares of the Series are qualified for sale, the total fee
otherwise due the Adviser for such fiscal year pursuant to section 7 hereof
shall be reduced by the amount of such excess belonging to the Series, and, if,
after giving effect to such reduction, the total of all ordinary business
expenses continues to exceed any such applicable limitation, the Adviser shall
pay any such continuing excess belonging to the Series; provided, however, that
the Adviser will not reduce its fees nor pay any such expenses to an extent or
under circumstances which would result in the inability of the Series to qualify
as a regulated investment company under the Internal Revenue Code. Solely for
purposes of applying such limitations in accordance with the foregoing sentence,
the Series and the Trust shall each be deemed to be a separate fund subject to
such limitations. Should the applicable state limitation provisions fail to
specify how the average net assets of the Trust or belonging to the Series are
to be calculated, that figure shall be calculated by reference to the average
daily net assets of the Trust or the Series, as the case may be.
9. It is understood that any of the shareholders, trustees, officers,
employees and agents of the Trust may be a partner, shareholder, director,
officer, employee or agent of, or be otherwise interested in, the Adviser, any
affiliated person of the Adviser, any organization in which the Adviser may have
an interest or any organization which may have an interest in the Adviser; that
the Adviser any such affiliated person or any such organization may have an
interest in the Trust; and that the existence of any such dual interest shall
not affect the validity hereof or of any transactions hereunder except as
otherwise provided in the Agreement and Declaration of Trust of the Trust and
the Partnership Agreement of the Adviser, respectively, or by specific
provisions of applicable law.
10. The Adviser consents to the use by the Trust of the names "CGM
Trust" and "CGM Fixed Income Fund," or other names embodying the words "Capital
Growth Management" or "CGM" in such forms as the Adviser shall in writing
approve, but only on condition that so long as this Agreement shall remain in
force the Trust shall fully perform, fulfill and comply with all provisions of
this Agreement expressed herein to be performed, fulfilled or complied with by
it. No such name shall be used by the Trust at any time or in any place for any
purposes or under any conditions except as in this paragraph provided.
Upon any termination of this Agreement by either party or upon the
violation of any of its provisions by the Trust, it will, at the request of the
Adviser made within sixty days after the Adviser has knowledge of such
termination or violation, change its name so as to eliminate all reference to
"Capital Growth Management" or "CGM" and will not thereafter transact any
business in a name containing "Capital Growth Management" or "CGM" in any form
or combination whatsoever, or designate itself as the same business trust as or
successor to a business trust of such name, or otherwise use the name "Capital
Growth Management" or "CGM" or any other reference to the Adviser. Such
covenants on the part of the Trust shall be binding upon it, its Trustees,
officers, shareholders, creditors and all other persons claiming under or
through it.
11. This Agreement shall become effective as of the date of its
execution, and
(a) unless otherwise terminated, after two years from the date of
its execution this Agreement shall continue in effect only so long as
such continuance is specifically approved at least annually (i) by the
Board of Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Series, and (ii) by vote of a
majority of the Trustees of the Trust who are not interested persons of
the Trust or the Adviser, cast in person at a meeting called for the
purpose of voting on such approval;
(b) this Agreement may at any time be terminated on sixty days
written notice to the Adviser either by vote of the Board of Trustees
of the Trust or by vote of a majority of the outstanding voting
securities of the Series;
(c) this Agreement shall automatically terminate in the event of its
assignment;
(d) this Agreement may be terminated by the Adviser on ninety days
written notice to the Trust.
Termination of this Agreement pursuant to this section 11 shall be
without payment of any penalty.
12. This Agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of the Trust shall have been
approved by vote of a majority of the outstanding voting securities of the
Series and by vote of a majority of the Trustees of the Trust who are not
interested persons of the Trust or the Adviser, cast in person at a meeting
called for the purpose of voting on such approval.
13. For the purpose of this Agreement, the terms "vote of a majority of
the outstanding voting securities", "interested person", "affiliated person" and
"assignment" shall have their respective meanings defined in the Investment
Company Act of 1940, subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission under said Act. References in this
Agreement to any assets, property or liabilities "belonging to" the Series shall
have the meaning defined in the Trust's Agreement and Declaration of Trust.
14. In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Adviser, or reckless disregard of its obligations
and duties hereunder, the Adviser shall not be subject to any liability to the
Trust, to any shareholder of the Trust or to any other person, firm or
organization, for any act or omission in the course of, or connected with,
rendering services hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
CGM TRUST on behalf of CGM FIXED
INCOME FUND
By:
-----------------------------
Title:
CAPITAL GROWTH MANAGEMENT
LIMITED PARTNERSHIP
By:
------------------------------
President, Kenbob, Inc.,
General Partner
A copy of the Agreement and Declaration of Trust establishing CGM Trust
is on file with the Secretary of State of the Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is executed with respect to the
Series on behalf of the Trust by officers of the Trust as officers and not
individually and that the obligations of or arising out of this Agreement are
not binding upon any of the Trustees, officers or shareholders individually but
are binding only upon the assets and property belonging to the Series.
<PAGE>
Exhibit D
CGM CAPITAL DEVELOPMENT FUND
Schedule of Fees
Actual Pro Forma
------ ---------
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) None None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price) None None
Redemption Fees* None None
Exchange Fees None None
Annual Fund Operating Expenses
(as a percentage of average net assets)
Advisory Fees 0.72% 1.00%
12b-1 Fees None None
Other Expenses 0.13% 0.13%
Total Fund Operating Expenses 0.85% 1.13%
- -----------
*A wire fee (currently $5.00) is deducted from proceeds if a shareholder elects
to transfer redemption proceeds by wire.
The following example illustrates the approximate expenses that a
shareholder would incur on a $1,000 investment over the following periods,
assuming a 5% annual rate of return and redemption at the end of each period.
Cumulative
-----------------------------
Actual Pro Forma
------ ---------
1 Year $ 9 $ 12
3 Years $ 27 $ 36
5 Years $ 47 $ 62
10 Years $105 $137
The example shown above is hypothetical. The information above should
not be considered a representation of past or future return or expenses; the
actual return and expenses may be more or less.
<PAGE>
CGM MUTUAL FUND
Schedule of Fees
Actual Pro Forma
------ ---------
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) None None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price) None None
Redemption Fees* None None
Exchange Fees None None
Annual Fund Operating Expenses
(as a percentage of average net assets)
Advisory Fees 0.68% 0.84%
12b-1 Fees None None
Other Expenses 0.23% 0.23%
Total Fund Operating Expenses 0.91% 1.07%
- -----------
*A wire fee (currently $5.00) is deducted from proceeds if a shareholder elects
to transfer redemption proceeds by wire.
The following example illustrates the approximate expenses that a
shareholder would incur on a $1,000 investment over the following periods,
assuming a 5% annual rate of return and redemption at the end of each period.
Cumulative
-----------------------------
Actual Pro Forma
------ ---------
1 Year $ 9 $ 11
3 Years $ 29 $ 34
5 Years $ 50 $ 59
10 Years $112 $131
The example shown above is hypothetical. The information above should
not be considered a representation of past or future return or expenses; the
actual return and expenses may be more or less.
<PAGE>
CGM FIXED INCOME FUND
Schedule of Fees
Actual Pro Forma
------ ---------
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) None None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price) None None
Redemption Fees* None None
Exchange Fees None None
Annual Fund Operating Expenses
(as a percentage of average net assets)
Advisory Fees 0% 0%
12b-1 Fees None None
Other Expenses 0.85% 0.85%
Total Fund Operating Expenses 0.85% 0.85%
- -----------
*A wire fee (currently $5.00) is deducted from proceeds if a shareholder elects
to transfer redemption proceeds by wire.
With respect to the fiscal years ended December 31, 1995 and 1996, CGM
agreed to voluntarily waive advisory fees and bear certain expenses associated
with operating CGM Fixed Income Fund in order to limit the Fund's operating
expenses to an annual rate of 0.85% of the Fund's average net assets. In
connection with the proposed advisory fee increase for CGM Fixed Income Fund,
CGM had agreed to extend its advisory fee waiver and expense reimbursement
commitment through December 31, 1997 and to obtain approval of the Board of
Trustees of CGM prior to any modification of the commitment thereafter. The
percentages shown for Actual Advisory Fees and Actual Other Expenses reflect the
fees for the fiscal year ended December 31, 1995 after such voluntary waiver and
reimbursements. For the fiscal year ended December 31, 1995, without the
voluntary waiver and reimbursements, the Actual Advisory Fees, Actual Other
Expenses and Actual Total Fund Operating Expenses as a percentage of average net
assets would have been 0.55%, 0.98% and 1.53%, respectively and the Pro Forma
Advisory Fees, Pro Forma Other Expenses and Pro Forma Total Fund Operating
Expenses as a percentage of average net assets would have been 0.65%, 0.98% and
1.63%, respectively.
CGM FIXED INCOME FUND
Schedule of Fees - Continued
The following example illustrates the approximate expenses that a
shareholder would incur on a $1,000 investment over the following periods,
assuming a 5% annual rate of return and redemption at the end of each period.
Cumulative
-----------------------------
Actual Pro Forma
------ ---------
1 Year $ 9 $ 9
3 Years $ 27 $ 27
5 Years $ 47 $ 47
10 Years $ 105 $ 105
The example shown above is hypothetical and assumes that the current
advisory fee waiver and expense reimbursement will remain in effect. The
information above should not be considered a representation of past or future
return or expenses; the actual return and expenses may be more or less.
<PAGE>
PROXY PROXY
FORM OF
PROXY FOR BENEFICIAL INTEREST
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES.
The undersigned hereby appoints G. Kenneth Heebner and Robert L. Kemp,
and each of them, the attorneys and proxies of the undersigned with full power
of substitution, to vote as indicated in this proxy, all of the shares of such
Fund held in the name of the undersigned at the close of business on September
23, 1996 at a special meeting of shareholders to be held at the offices of
Goodwin, Procter & Hoar LLP, Exchange Place, 53 State Street, Boston,
Massachusetts 02109 on December 12, 1996 at 2 p.m. (EST), and at any and all
adjournments thereof (the "Special Meeting"), with all of the powers the
undersigned would possess if then and there personally present and especially
(but without limiting the general authorization and power hereby given) to vote
as indicated on Proposal 1 and Proposal 2, as more fully described in the Proxy
Statement for the Special Meeting. The proxies are also authorized to vote in
their discretion upon any additional matters as may properly come before the
Special Meeting and on all matters incidental to the conduct of the Special
Meeting. The undersigned hereby acknowledges receipt of the Notice of the
Special Meeting of the Proxy Statement.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
Signature(s) should be exactly as name(s) appear(s) on this proxy. If shares are
held jointly, each holder should sign. (If signature is by attorney, executor,
administrator, trustee or guardian, please indicate capacity or title.)
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------ -----------------------------
- ------------------------------------ -----------------------------
- ------------------------------------ -----------------------------
<PAGE>
[Fencer Logo] The CGM Funds
1. To approve a new investment advisory
agreement between the Fund and Capital
Growth Management Limited Partnership.
For Against Abstain
|_| |_| |_|
2. To ratify the selection of Price
Waterhouse LLP as the Fund's independent
accountants for the fiscal year ending
December 31, 1996.
For Against Abstain
|_| |_| |_|
THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED. IF NO INSTRUCTION IS INDICATED
WITH RESPECT TO PROPOSALS 1 AND 2, THE
UNDERSIGNED'S VOTES WILL BE CAST IN FAVOR OF
SUCH MATTERS.
Please mark, sign, date, and Mark box at right if comments or
return this proxy promptly using address change have been noted on
the enclosed envelope the reverse side of this card. |_|
- ----------------------------- PLEASE READ BOTH SIDES OF THIS CARD. IF YOU
Date RECEIVE MORE THAN ONE CARD PLEASE RETURN
EACH CARD.
- -----------------------------
Shareholder sign here
- -----------------------------
Co-owner sign here
<PAGE>
IMPORTANT
PLEASE RETURN YOUR PROXY IMMEDIATELY
IN ORDER TO ASSURE A QUORUM BEING REPRESENTED AT THE SPECIAL MEETING OF
SHAREHOLDERS, YOU ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY IMMEDIATELY.
YOUR VOTE IS IMPORTANT AND WE APPRECIATE YOUR COOPERATION.
PLEASE CALL US AT 1-800-598-0728 IF YOU HAVE ANY QUESTIONS.
CGM PROXY
