CGM TRUST
N-30D, 2000-08-18
Previous: CGM CAPITAL DEVELOPMENT FUND, N-30D, 2000-08-18
Next: ENTERGY LOUISIANA INC, 8-K, 2000-08-18



<PAGE>

To Our Shareholders:
--------------------------------------------------------------------------------

CGM Fixed Income Fund increased 4.4% during the second quarter of 2000 compared
to the Merrill Lynch Master Bond Index which returned 1.6%. For the first six
months of the year, CGM Fixed Income Fund returned 7.8% and the Merrill Lynch
Master Bond Index grew 4.0%.

Are the six interest rate hikes voted by the Federal Reserve Board since June
1999 sufficient to cool off a red-hot economy? At its meeting on June 28, 2000,
the Fed decided no further rate increases were necessary in light of some
slowing in consumer spending, a decrease in housing starts and a decline in
consumer confidence. However, the economic data is anything but clear cut: new
orders for durable goods dropped sharply in April but rebounded in a big way in
May. The Fed has seven weeks to monitor economic data and then decide if
additional rate increases are needed to achieve the desired slowing without
toppling the economy into recession. In the meantime, the effort to cool the
economy is getting some help from rising energy costs, in particular gasoline
prices which can act somewhat like a rate hike or tax increase siphoning off
funds that could be spent elsewhere.

Aside from looming questions about the economy, the equity market seems to be
operating on a healthier footing now than in early March when speculative
excesses were so prevalent in technology issues. The NASDAQ Composite Index fell
-37% from March 10th to May 23rd of this year and despite some recovery, is
still down -23% from its high. The excitement over "new economy" companies has
dissipated in the shadow of a growing number of dot-com bankruptcies. Instead,
investor attention is reverting to "old economy" companies and also to real
estate investment trusts, which may indicate a broadening market.

Interest rates are not much changed since March 31st of July 5, 2000 this year
with U.S. Treasury Bills yielding about 5.65% and the Ten-year Treasury bond
selling to yield about 6.10% at June 30. The Ten-year Treasury bond will be
closely watched by investors to gauge the bond market's perception of economic
strength as a clue to future Fed policy. Though equity investors would
presumably welcome a modest economic slowdown, we believe most attention will be
focused on individual issues rather than on any large market moves.

In general, bonds bounced within a narrow yield range as uncertainty continued
to plague the market. CGM Fixed Income Fund dramatically outperformed the bond
market during the second quarter, thanks largely to the Fund's significant
position in real estate investment trusts (REITs). After a period of neglect,
REITs' solid income and credit fundamentals are finally being recognized by the
market.

CGM Fixed Income Fund holds large sector positions in REITs, media and finance.
The Fund's three largest holdings are Innova Sa De Real, Pacific Gulf
Properties, Inc. and APP International Finance Co. (Asia Pulp & Paper).

I would also like to report on June 16, 2000 a French financial-services
company, Caisse des Depots Group, agreed to purchase Nvest Companies L.P. who
holds a passive limited partnership interest in Capital Growth Management. This
transaction will not affect the management of Capital Growth Management or the
CGM Funds.

                                             /s/ Robert L. Kemp

                                                 Robert L. Kemp
                                                 President

July 5, 2000
<PAGE>

                             CGM FIXED INCOME FUND
--------------------------------------------------------------------------------

INVESTMENT PERFORMANCE
(unaudited)
--------------------------------------------------------------------------------
Total Return for Periods Ended June 30, 2000

                                           CGM FIXED       THE FUND'S AVERAGE
                                          INCOME FUND      ANNUAL TOTAL RETURN
                                          -----------      -------------------
5 Years ...............................     +42.4%                +7.3%
1 Year ................................     + 4.8                 +4.8
3 Months ..............................     + 4.4                  --

The Fund's average annual total return from inception (March 17, 1992) through
June 30, 2000 is +8.7%. The adviser has agreed to limit the Fund's total
operating expenses to 0.85% of its average net assets annually through December
31, 2000. Otherwise the total return since inception, and for the five-year,
one-year and three-month periods ended June 30, 2000, would have been lower.

The performance data contained in this report represents past performance,
which is no guarantee of future results. The investment return and the
principal value of an investment in the Fund will fluctuate so that investors'
shares, when redeemed, may be worth more or less than their original cost.

<PAGE>

                             CGM FIXED INCOME FUND
--------------------------------------------------------------------------------

BOARD OF TRUSTEES
PETER O. BROWN
G. KENNETH HEEBNER
ROBERT L. KEMP
ROBERT B. KITTREDGE
LAURENS MACLURE
JAMES VAN DYKE QUEREAU, JR.
J. BAUR WHITTLESEY

OFFICERS
ROBERT L. KEMP, President
G. KENNETH HEEBNER, Vice President
LESLIE A. LAKE, Vice President and Secretary
KATHLEEN S. HAUGHTON, Vice President
MARTHA I. MAGUIRE, Vice President
JANICE H. SAUL, Vice President
W. DUGAL THOMAS, Vice President
MARY L. STONE, Assistant Vice President
FRANK N. STRAUSS, Treasurer

INVESTMENT ADVISER
CAPITAL GROWTH MANAGEMENT LIMITED PARTNERSHIP
Boston, Massachusetts 02110

TRANSFER AND DIVIDEND PAYING
AGENT AND CUSTODIAN OF ASSETS
STATE STREET BANK AND TRUST COMPANY
Boston, Massachusetts 02102

SHAREHOLDER SERVICING AGENT
FOR STATE STREET BANK AND
TRUST COMPANY
BOSTON FINANCIAL DATA SERVICES, INC.
P.O. Box 8511
Boston, Massachusetts 02266-8511
<PAGE>
<TABLE>
                                     CGM FIXED INCOME FUND
----------------------------------------------------------------------------------------------

INVESTMENTS AS OF JUNE 30, 2000
(unaudited)

BONDS AND NOTES -- 56.1% OF TOTAL NET ASSETS
<CAPTION>
                                                                     FACE
                                                                    AMOUNT          VALUE(a)
                                                                    ------          --------
<S>                                                               <C>             <C>
BROKERS AND INVESTMENT SERVICES -- 3.8%
Merrill Lynch and Company, Inc., 8.00%, 6/01/07 ............      $1,000,000      $ 1,018,040
                                                                                  -----------

ENERGY -- 3.9%
Mitchell Energy & Development Corp., 9.25%, 1/15/02 ........       1,055,000        1,069,306
                                                                                  -----------

FINANCE -- 8.4%
APP International Finance Co., 11.75%, 10/01/05 ............       3,250,000        2,275,000
                                                                                  -----------

INDUSTRIAL -- 3.5%
Pohang Iron & Steel Limited, 7.125%, 11/01/06 ..............       1,000,000          950,040
                                                                                  -----------

MEDIA -- 12.9%
Innova Sa De Real, 12.875%, 4/01/07 ........................       2,750,000        2,557,500
Liberty Media Corporation, 7.875%, 7/15/09 (b) .............       1,000,000          956,590
                                                                                  -----------
                                                                                    3,514,090
                                                                                  -----------
REAL ESTATE INVESTMENT TRUSTS -- 8.3%
Liberty Property Limited Partnership, 9.00%, 7/01/01
(Convertible) (c) ..........................................       1,700,000        2,263,125
                                                                                  -----------

TELEPHONE -- 7.5%
Econophone, Inc., 13.50%, 7/15/07 ..........................       1,000,000        1,040,000
Worldcom, Inc., 7.75%, 4/01/07 .............................       1,000,000        1,001,110
                                                                                  -----------
                                                                                    2,041,110
                                                                                  -----------
UNITED STATES TREASURY -- 4.2%
United States Treasury Notes, 6.125%, 8/15/07 ..............       1,150,000        1,142,272
                                                                                  -----------

UTILITIES -- 3.6%
Great Lakes Power, Inc., 9.00%, 8/01/04 ....................       1,000,000          981,420
                                                                                  -----------
TOTAL BONDS AND NOTES (Identified Cost $15,281,690) ........                       15,254,403
                                                                                  -----------

PREFERRED STOCKS -- 31.2%

<CAPTION>
                                                                      SHARES        VALUE(a)
                                                                      ------        --------
<S>                                                                 <C>           <C>
AvalonBay Communities, Inc., $2.25 .........................          61,000      $ 1,403,000
Conseco Financing Trust I, $2.29 ...........................           8,500          122,719
Conseco Financing Trust VII, $2.36 .........................           3,600           54,450
DLJ Capital Trust, $2.105 ..................................          40,000          957,500
Duquesne Capital LP, $2.094 ................................          10,000          236,250
Felcor Lodging Trust, Inc., $1.95 (Convertible) ............          65,000        1,105,000
Nova Chemicals Corp., $2.26 ................................          20,000          400,000
Placer Dome, Inc., $2.156 ..................................          45,000          832,500
Rouse Capital, $2.313 ......................................          59,225        1,362,175
Vornado Realty Trust, $3.25 (Convertible) ..................          39,000        2,020,687
                                                                                  -----------
TOTAL PREFERRED STOCKS (Identified Cost $10,297,388) .......                        8,494,281
                                                                                  -----------

COMMON STOCKS -- 9.1%
Pacific Gulf Properties, Inc. (Identified Cost $1,868,426) .          99,341        2,489,734
                                                                                  -----------

COMMON STOCK WARRANTS -- 0.0%
Destia Communications, Inc. Exp. 7/15/07
  (Identified Cost $0) (b) .................................           1,000           10,000
                                                                                  -----------

TOTAL INVESTMENTS -- 96.4% (Identified Cost $27,447,504) (d) ...............       26,248,418
            Cash and Receivables ...........................................        1,023,921
            Liabilities ....................................................          (56,981)
                                                                                  -----------
TOTAL NET ASSETS -- 100.0% .................................................      $27,215,358
                                                                                  ===========

(a) See Note 1A.
(b) Securities exempt from registration under Rule 144A of the Securities Act of 1933. These
    securities may be resold in transactions exempt from registration, normally to qualified
    institutional buyers. At June 30, 2000 the value of the securities amounted to $966,590,
    3.6% of net assets.
(c) Variable or floating rate security. Rate disclosed is as of June 30, 2000.
(d) Federal Tax Information: At June 30, 2000 the net unrealized depreciation of investments
    based on cost of $27,447,504 for Federal income tax purposes was as follows:
    Aggregate gross unrealized appreciation for all investments in which
      there is an excess of value over tax cost ............................      $ 1,163,677
    Aggregate gross unrealized depreciation for all investments in which
      there is an excess of tax cost over value ............................       (2,362,763)
                                                                                  -----------
Net unrealized depreciation ................................................      $(1,199,086)
                                                                                  ===========

                       See accompanying notes to financial statements.
</TABLE>
<PAGE>

                              CGM FIXED INCOME FUND
--------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2000
(unaudited)

ASSETS
 Investments at value (Identified cost -- $27,447,504) ........     $26,248,418
 Cash .........................................................         104,511
 Receivable for:
  Securities sold ..................................   $303,915
  Shares of the Fund sold ..........................     34,125
  Dividends and interest ...........................    581,370         919,410
                                                       --------     -----------
                                                                     27,272,339
                                                                    -----------
LIABILITIES
 Payable for:
  Shares of the Fund redeemed .................................          16,764
                                                                    -----------
 Accrued expenses:
  Management fees ..................................      4,167
  Trustees' fees ...................................      4,426
  Accounting and Administration ....................        667
  Transfer Agent Fees ..............................     10,747
  Other expenses ...................................     20,210          40,217
                                                       --------     -----------
                                                                         56,981
                                                                    -----------
NET ASSETS ....................................................     $27,215,358
                                                                    ===========
 Net Assets consist of:
  Capital paid-in .............................................     $31,444,377
  Undistributed net investment income .........................         210,078
  Accumulated net realized loss ...............................      (3,240,011)
  Unrealized depreciation on
   investments -- net .........................................      (1,199,086)
                                                                    -----------

NET ASSETS ....................................................     $27,215,358
                                                                    ===========
 Shares of beneficial interest outstanding, no par value ......       2,707,628
                                                                    ===========
 Net asset value per share* ...................................          $10.05
                                                                    ===========

* Shares of the Fund are sold and redeemed at net asset value
  ($27,215,358 / 2,707,628).

                 See accompanying notes to financial statements.
<PAGE>

                              CGM FIXED INCOME FUND
--------------------------------------------------------------------------------

STATEMENT OF OPERATIONS

Six Months Ended June 30, 2000
(unaudited)

INVESTMENT INCOME
 Income
  Dividends .....................................................    $  493,437
  Interest ......................................................       861,340
                                                                     ----------
                                                                      1,354,777
                                                                     ----------
 Expenses
  Management fees ...............................................        87,393
  Trustees' fees ................................................         9,350
  Accounting and Administration .................................         4,000
  Custodian .....................................................        25,850
  Transfer agent ................................................        29,100
  Audit and tax services ........................................        14,250
  Legal .........................................................         1,725
  Printing ......................................................         7,850
  Registration ..................................................         7,400
  Miscellaneous .................................................           275
                                                                     ----------
                                                                        187,193
Less expenses assumed by the investment adviser .................       (72,910)
                                                                     ----------
Net expenses ....................................................       114,283
                                                                     ----------
Net investment income ...........................................     1,240,494
                                                                     ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
 Realized loss on investments -- net ............................      (448,445)
 Unrealized appreciation -- net .................................     1,223,546
                                                                     ----------
 Net gain on investments ........................................       775,101
                                                                     ----------
NET CHANGE IN ASSETS FROM OPERATIONS ............................    $2,015,595
                                                                     ==========

                       See accompanying notes to financial statements.
<PAGE>

<TABLE>
                                      CGM FIXED INCOME FUND
------------------------------------------------------------------------------------------------

STATEMENT OF CHANGES IN NET ASSETS

<CAPTION>
                                                                 SIX MONTHS
                                                                    ENDED
                                                                   JUNE 30,          YEAR ENDED
                                                                     2000           DECEMBER 31,
                                                                  (UNAUDITED)           1999
                                                                  -----------      -------------
<S>                                                               <C>               <C>
FROM OPERATIONS
  Net investment income ....................................      $ 1,240,494       $ 2,730,392
  Net realized loss from investments .......................         (448,445)       (1,113,039)
  Unrealized appreciation (depreciation) ...................        1,223,546          (561,896)
                                                                  -----------       -----------
    Change in net assets from operations ...................        2,015,595         1,055,457
                                                                  -----------       -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income ....................................       (1,030,416)       (2,775,290)
                                                                  -----------       -----------
FROM CAPITAL SHARE TRANSACTIONS
  Proceeds from sale of shares .............................        1,299,021         4,402,780
  Net asset value of shares issued in connection with
    reinvestment of:
    Dividends from net investment income ...................          754,007         2,145,578
                                                                  -----------       -----------
                                                                    2,053,028         6,548,358
  Cost of shares redeemed ..................................       (4,041,720)      (10,923,458)
                                                                  -----------       -----------
    Change in net assets derived from capital share
      transactions .........................................       (1,988,692)       (4,375,100)
                                                                  -----------       -----------
  Total change in net assets ...............................       (1,003,513)       (6,094,933)

NET ASSETS
  Beginning of period ......................................       28,218,871        34,313,804
                                                                  -----------       -----------
  End of period (including undistributed net investment
    income of $210,078 and $0, respectively) ...............      $27,215,358       $28,218,871
                                                                  ===========       ===========
NUMBER OF SHARES OF THE FUND:
  Issued from sale of shares ...............................          132,688           429,275
  Issued in connection with reinvestment of:
    Dividends from net investment income ...................           77,578           211,443
                                                                  -----------       -----------
                                                                      210,266           640,718
    Redeemed ...............................................         (413,320)       (1,068,906)
                                                                  -----------       -----------
    Net change .............................................         (203,054)         (428,188)
                                                                  ===========       ===========

                         See accompanying notes to financial statements.
</TABLE>
<PAGE>

<TABLE>
                                                   CGM FIXED INCOME FUND
----------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<CAPTION>
                                                       SIX MONTHS
                                                          ENDED                     YEAR ENDED DECEMBER 31,
                                                      JUNE 30, 2000   ------------------------------------------------------
                                                       (UNAUDITED)     1999        1998        1997        1996        1995
                                                      -------------   ------      ------      ------      ------      ------
<S>                                                       <C>         <C>         <C>         <C>         <C>         <C>
For a share of the Fund outstanding
  throughout each period:

Net asset value at the  beginning of period ..........    $ 9.69      $10.28      $11.24      $11.60      $11.41      $ 9.57
                                                          ------      ------      ------      ------      ------      ------
Net investment income (a) ............................      0.45        0.89        0.83        0.78        0.77        0.70
Dividends from net investment income .................     (0.37)      (0.90)      (0.83)      (0.78)      (0.77)      (0.70)
Net realized and unrealized gain (loss) on
  investments ........................................      0.28       (0.58)      (0.96)      (0.36)       0.95        1.84
Distribution from net realized gain ..................      --          --          --          --         (0.76)       --
                                                          ------      ------      ------      ------      ------      ------
Net increase (decrease) in net asset value ...........      0.36       (0.59)      (0.96)      (0.36)       0.19        1.84
                                                          ------      ------      ------      ------      ------      ------
Net asset value at the end of period .................    $10.05      $ 9.69      $10.28      $11.24      $11.60      $11.41
                                                          ======      ======      ======      ======      ======      ======

Total Return (%) (b) .................................       7.8         3.0        (1.2)        3.7        15.4        27.3

Ratios:
Operating expenses to average net assets (%) .........      0.85*       0.85        0.85        0.85        0.85        0.85
Operating expenses to average net assets before
  expense limitation (%) .............................      1.39*       1.41        1.26        1.26        1.26        1.53
Net investment income to average net assets (%) ......      9.23*       8.60        7.56        6.81        6.53        6.46
Portfolio turnover (%) ...............................        10*         47          52         147         149         148

Net assets at end of period (in thousands) ($) .......    27,215      28,219      34,314      43,932      40,646      31,793

(a) Net of reimbursement which amounted to ...........    $ 0.03      $ 0.06      $ 0.05      $ 0.05      $ 0.05      $ 0.07
(b) The total return would have been lower had certain expenses not been reimbursed during the period.
  * Computed on an annualized basis.

                                       See accompanying notes to financial statements.
</TABLE>

<PAGE>

                             CGM FIXED INCOME FUND
--------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS -- JUNE 30, 2000
(unaudited)

1.  The Fund is a diversified series of CGM Trust which is organized as a
Massachusetts business trust under the laws of Massachusetts pursuant to an
Agreement and Declaration of Trust. The Trust is registered under the
Investment Company Act of 1940 as an open-end management investment company.
The Trust has four other funds whose financial statements are not presented
herein. Along with one other fund in a separate Trust, there are six CGM funds
(CGM Funds). The Fund commenced operations on March 17, 1992. The investment
objective of the Fund is to maximize total return by investing in debt
securities and preferred stock that provide current income, capital
appreciation or a combination of both income and appreciation.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
preparation of financial statements in accordance with generally accepted
accounting principles in the United States requires management to make
estimates and assumptions that affect the reported amounts and disclosures in
the financial statements. Actual results could differ from those estimates.

A.  SECURITY VALUATION -- Corporate debt securities are generally valued on the
    basis of valuations furnished by a pricing service authorized by the Board
    of Trustees, which determines valuations for normal, institutional-size
    trading units of such securities using market information, transactions for
    comparable securities and various relationships between securities which are
    generally recognized by institutional traders. United States government debt
    securities are valued at the current closing bid, as last reported by a
    pricing service approved by the Board of Trustees. Equity securities are
    valued on the basis of valuations furnished by a pricing service, authorized
    by the Board of Trustees, which provides the last reported sale price for
    securities listed on a national securities exchange or on the NASDAQ
    national market system or, if no sale was reported and in the case of
    over-the-counter securities not so listed, the last reported bid price.
    Short-term investments having a maturity of sixty days or less are stated at
    amortized cost, which approximates value. Other assets and securities which
    are not readily marketable will be valued in good faith at fair value using
    methods determined by the Board of Trustees.

B.  SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME -- Security transactions
    are accounted for on the trade date (date the order to buy or sell is
    executed) and dividend income is recorded on the ex-dividend date. Interest
    income is recorded on the accrual basis. Interest income is accrued daily
    and includes accretion of discount and amortization of premium. Net gain or
    loss on securities sold is determined on the identified cost basis. Dividend
    income received by the Fund from its investment in REITs may consist of
    ordinary income, capital gains and return of capital.

C.  FEDERAL INCOME TAXES -- It is the Fund's policy to comply with the
    requirements of the Internal Revenue Code applicable to regulated investment
    companies, and to distribute to its shareholders all of its taxable income
    and net realized capital gains within the prescribed time period.
    Accordingly, no provision for federal income tax has been made. At December
    31, 1999 there were capital loss carryovers available to offset future
    realized gains of $1,677,676 expiring in the year 2005 and $1,113,890
    expiring in the year 2007.

D.  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and distributions
    are recorded by the Fund on the ex-dividend date. The classification of
    income and capital gains distributions is determined in accordance with
    income tax regulations. Permanent book and tax differences relating to
    shareholder distributions may result in reclassifications to paid-in
    capital. Undistributed net investment income, accumulated net investment
    loss, or distributions in excess of net investment income may include
    temporary book and tax differences which will reverse in a subsequent
    period. Any taxable income or gain remaining at fiscal year end is
    distributed in the following year.

2.  PURCHASES AND SALES OF SECURITIES -- For the period ended June 30, 2000,
purchases and sales of securities other than United States government
obligations and short-term investments aggregated $1,315,052 and $3,428,150,
respectively. There were no purchases or sales of United States government
obligations.

3.  A.  MANAGEMENT FEES -- During the period ended June 30, 2000, the Fund
        incurred management fees of $87,393 paid or payable to the Fund's
        investment adviser, Capital Growth Management Limited Partnership
        (CGM), certain officers and directors of which are also officers and
        trustees of the Fund. The management agreement provides for a fee at
        the annual rate of 0.65% on the first $200 million of the Fund's
        average daily net assets, 0.55% of the next $300 million and 0.40% of
        such assets in excess of $500 million. For the period ended June 30,
        2000, CGM waived a portion of its fee. See Note 4.

    B.  OTHER EXPENSES -- CGM performs certain administrative, accounting and
        other services for the Fund. The expenses of those services, which are
        paid to CGM by the Fund, include the following: (i) expenses for
        personnel performing bookkeeping, accounting and financial reporting
        functions and 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 SEC
        compliance; and (iii) registration, filing and other fees in connection
        with requirements of regulatory authorities. For the period ended June
        30, 2000 these expenses amounted to $4,000 and are shown separately in
        the financial statements as Accounting and Administration.

    C.  TRUSTEES FEES AND EXPENSES -- The Fund does not pay any compensation
        directly to its officers or to any trustees who are directors, officers
        or employees of CGM, or any affiliate of CGM, other than registered
        investment companies. Each other trustee is compensated by the six CGM
        Funds with an annual fee of $37,000 plus travel expenses for each
        meeting attended. Of this amount, each fund was responsible for $3,000
        per trustee plus an annual variable fee calculated based on the
        proportion of each fund's average net assets relative to the aggregate
        average net assets of the CGM Funds, which for the six month period
        ended June 30, 2000 was $149 for the Fund.

4.  EXPENSE LIMITATION -- Until December 31, 2000, and, thereafter, until
further notice to the Fund, CGM has voluntarily agreed to reduce its
management fee and, if necessary, to assume expenses of the Fund in order to
limit the Fund's expenses to an annual rate of 0.85% of average daily net
assets. As a result of the Fund's expenses exceeding the voluntary expense
limitation, for the period ended June 30, 2000, CGM waived $72,910 of its
management fee. The Fund incurred operating expenses of $114,283, representing
0.85% of the average daily net assets.

<PAGE>

CGM
FIXED INCOME
FUND

33rd Quarterly Report
June 30, 2000

A No-Load Fund


[Logo]  Investment Adviser
        CAPITAL GROWTH MANAGEMENT
        Limited Partnership

INVESTMENT ADVISER

CAPITAL GROWTH MANAGEMENT
LIMITED PARTNERSHIP
Boston, Massachusetts 02110

------------------------------------
TELEPHONE NUMBERS

For information about:
[]  Account Procedures and Status

[]  Redemptions

[]  Exchanges

    Call 800-343-5678

[]  New Account Procedures

[]  Prospectuses

[]  Performance

    Call 800-345-4048


------------------------------------
MAILING ADDRESSES

FOR EXISTING ACCOUNTS

Boston Financial Data Services
P.O. Box 8511
Boston, MA 02266-8511

FOR NEW ACCOUNT APPLICATIONS ONLY

The CGM Funds
P.O. Box 449
Boston, MA 02117-0449
------------------------------------

This report has been prepared for the shareholders of the Fund and is not
authorized for distribution to current or prospective investors in the Fund
unless it is accompanied or preceded by a prospectus.

FQR2  00                                                     Printed in U.S.A.
<PAGE>

To Our Shareholders:
--------------------------------------------------------------------------------

CGM Mutual Fund declined -4.9% during the second quarter of 2000 compared to
the Standard and Poor's 500 Index which lost -2.7% and the Merrill Lynch
Master Bond Index which returned 1.6% over the same period. For the first six
months of the year, CGM Mutual Fund declined -6.7%, the S&P 500 lost -0.4% and
the Merrill Lynch Master Bond Index increased 4.0%.

Are the six interest rate hikes voted by the Federal Reserve Board since June
1999 sufficient to cool off a red-hot economy? At its meeting on June 28,
2000, the Fed decided no further rate increases were necessary in light of
some slowing in consumer spending, a decrease in housing starts and a decline
in consumer confidence. However, the economic data is anything but clear cut:
new orders for durable goods dropped sharply in April but rebounded in a big
way in May. The Fed has seven weeks to monitor economic data and then decide
if additional rate increases are needed to achieve the desired slowing without
toppling the economy into recession. In the meantime, the effort to cool the
economy is getting some help from rising energy costs, in particular gasoline
prices which can act somewhat like a rate hike or tax increase siphoning off
funds that could be spent elsewhere.

Aside from looming questions about the economy, the equity market seems to be
operating on a healthier footing now than in early March when speculative
excesses were so prevalent in technology issues. The NASDAQ Composite Index
fell -37% from March 10th to May 23rd of this year and despite some recovery,
is still down -23% from its high. The excitement over "new economy" companies
has dissipated in the shadow of a growing number of dot-com bankruptcies.
Instead, investor attention is reverting to "old economy" companies and also
to real estate investment trusts, which may indicate a broadening market.

Interest rates are not much changed since March 31st of this year with U.S.
Treasury Bills yielding about 5.65% and the Ten-year Treasury bond selling to
yield about 6.10% at June 30. The Ten-year Treasury bond will be closely watched
by investors to gauge the bond market's perception of economic strength as a
clue to future Fed policy. Though equity investors would presumably welcome a
modest economic slowdown, we believe most attention will be focused on
individual issues rather than on any large market moves.

CGM Mutual Fund is approximately 28% invested in U.S. Treasury Bills and
corporate bonds. The portfolio's equity section has important positions in the
steel industry, real estate investment trusts and electronic component
companies. The three largest holdings are Companhia Siderurgica National
Sponsored ADRs, Micron Technology, Inc. and Boston Properties, Inc.

I would also like to report on June 16, 2000 a French financial-services
company, Caisse des Depots Group, agreed to purchase Nvest Companies L.P. who
holds a passive limited partnership interest in Capital Growth Management.
This transaction will not affect the management of Capital Growth Management
or the CGM Funds.

                                             /s/ Robert L. Kemp

                                                 Robert L. Kemp
                                                 President

July 5, 2000

<PAGE>

                                CGM MUTUAL FUND
--------------------------------------------------------------------------------

INVESTMENT PERFORMANCE
(unaudited)
--------------------------------------------------------------------------------
Total Return for Periods Ended June 30, 2000

                                                 CGM         THE FUND'S AVERAGE
                                             MUTUAL FUND     ANNUAL TOTAL RETURN
                                             -----------     -------------------
10 Years ..................................    +220.5%             +12.4%
 5 Years ..................................    + 75.7              +11.9
 1 Year ...................................    +  0.7              + 0.7
 3 Months .................................    -  4.9                --

The percentage figures for the Fund are based upon the beginning net asset
values of $23.22, $28.64, $29.25 and $26.75, respectively, and the June 30,
2000 net asset value of $25.25 per share assuming the reinvestment of income
dividends, capital gains and paid-in capital distributions during such
respective periods.

The performance data contained in this report represents past performance,
which is no guarantee of future results. The investment return on, and the
principal value of, an investment in the Fund will fluctuate so that
investors' shares, when redeemed, may be worth more or less than their
original cost.

BOARD OF TRUSTEES
PETER O. BROWN
G. KENNETH HEEBNER
ROBERT L. KEMP
ROBERT B. KITTREDGE
LAURENS MACLURE
JAMES VAN DYKE QUEREAU, JR.
J. BAUR WHITTLESEY

OFFICERS
ROBERT L. KEMP, President
G. KENNETH HEEBNER, Vice President
LESLIE A. LAKE, Vice President and Secretary
KATHLEEN S. HAUGHTON, Vice President
MARTHA I. MAGUIRE, Vice President
W. DUGAL THOMAS, Vice President
MARY L. STONE, Assistant Vice President
FRANK N. STRAUSS, Treasurer

INVESTMENT ADVISER
CAPITAL GROWTH MANAGEMENT
LIMITED PARTNERSHIP
Boston, Massachusetts 02110

TRANSFER AND DIVIDEND PAYING
AGENT AND CUSTODIAN OF ASSETS
STATE STREET BANK AND TRUST COMPANY
Boston, Massachusetts 02102

SHAREHOLDER SERVICING AGENT
FOR STATE STREET BANK AND
TRUST COMPANY
BOSTON FINANCIAL DATA SERVICES, INC.
P.O. Box 8511
Boston, Massachusetts 02266-8511

<PAGE>

<TABLE>
                                                        CGM MUTUAL FUND
--------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                                    25 YEAR INVESTMENT RECORD
                                         DECEMBER 31, 1974 -- JUNE 30, 2000 (UNAUDITED)
--------------------------------------------------------------------------------------------------------------------------------
                                 IF YOU HAD PURCHASED ONE SHARE OF THE FUND ON DECEMBER 31, 1974
--------------------------------------------------------------------------------------------------------------------------------
                         -- AND HAD TAKEN ALL DIVIDENDS                    OR -- HAD REINVESTED ALL DIVIDENDS AND CAPITAL
                            AND DISTRIBUTIONS IN CASH                        GAINS DISTRIBUTIONS IN ADDITIONAL SHARES
                      ----------------------------------------------------------------------------------------------------------
                                          During the Year
                                      You Would Have Received                                     Which Would Represent
                                  ---------------------------------                         ------------------------------------
                                                                        The Value of                             A Cumulative
                        The Net                                         Your Original                               Change
                      Asset Value     Per Share       Per Share          Investment               An               Expressed
     On                 of Your     Capital Gains      Income              At Each              Annual          As An Index With
  December            Share Would   Distributions     Dividends           Year End           Total Return         December 31,
     31                Have Been         of              of            Would Have Been            of              1974 = 100.0
--------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>           <C>               <C>                <C>                 <C>                  <C>
    1974                $10.27                                                                                       100.0
    1975                 12.44           --            $ 0.43             $ 12.89               +  25.5%             125.5
    1976                 13.96           --              0.43               14.94               +  15.9              145.5
    1977                 12.88           --              0.52               14.33               -   4.1              139.5
    1978                 12.83           --              0.65               15.03               +   4.9              146.3
    1979                 13.81           --              0.72               17.09               +  13.7              166.3
    1980                 14.85           --              0.88               19.62               +  14.8              190.9
    1981                 13.90           --              0.97               19.64               +   0.1              191.1
    1982                 18.16           --              1.09               27.69               +  41.0              269.5
    1983                 18.81           --              1.09               30.43               +   9.9              296.2
    1984                 17.01         $ 1.86            0.95               32.35               +   6.3              314.9
    1985                 21.53           --              1.08               43.51               +  34.5              423.5
    1986                 22.86           2.75            0.94               54.43               +  25.1              529.8
    1987                 20.40           4.52            1.06               61.89               +  13.7              602.4
    1988                 19.94           --              1.10               63.87               +   3.2              621.7
    1989                 22.34           0.95            0.93               77.73               +  21.7              756.6
    1990                 21.64           --              0.93*              78.59               +   1.1              764.9
    1991                 26.80           2.64            0.97              110.73               +  40.9             1077.7
    1992                 26.02           1.42            0.93              117.48               +   6.1             1143.4
    1993                 28.88           1.93            0.86              143.09               +  21.8             1392.7
    1994                 25.05           --              1.04              129.21               -   9.7             1257.6
    1995                 29.43           0.89            0.77              160.61               +  24.3             1563.2
    1996                 31.42           4.15            0.74              198.67               +  23.7             1933.7
    1997                 25.52           7.81            0.67              214.96               +   8.2             2092.3
    1998                 26.36           0.25            0.98              232.59               +   8.2             2263.9
    1999                 27.28           3.54            0.84              280.27               +  20.5             2728.0
2000 (6/30)              25.25           --              0.20              261.49               -   6.7             2545.2
                                       ------          ------                                    ------
     Totals                            $32.71          $21.77                                   +2445.2
---------------------------------------------------------------------------------------------------------------------------
* Includes $0.05 per share distributed from paid-in capital.
Shares were first offered on November 5, 1929; the net asset value per share, adjusted for stock splits and dividends,
was $8.33.
---------------------------------------------------------------------------------------------------------------------------
The performance data contained in this report represent past performance, which is no guarantee of future results. The
investment return on, and the principal value of, an investment in the Fund will fluctuate so that investors' shares,
when redeemed, may be worth more or less than the original cost.
</TABLE>
<PAGE>

<TABLE>
                                       CGM MUTUAL FUND
---------------------------------------------------------------------------------------------

INVESTMENTS AS OF JUNE 30, 2000
(unaudited)
COMMON STOCKS -- 70.9% OF TOTAL NET ASSETS
                                                                      SHARES        VALUE(a)
                                                                      ------        --------
<S>                                                                  <C>          <C>
CONSUMER DURABLES -- 4.2%
    Koninklijke Philips Electronics Sponsored ADR (b) ......         680,000      $ 32,300,000
                                                                                  ------------

ELECTRONIC COMPONENTS -- 11.9%
    Advanced Micro Devices, Inc. (c) .......................         465,000        35,921,250
    Micron Technology, Inc. (c) ............................         626,000        55,127,125
                                                                                  ------------
                                                                                    91,048,375
                                                                                  ------------
METALS AND MINING -- 4.9%
    Inco Limited (c) .......................................       2,430,000        37,361,250
                                                                                  ------------

OFFSHORE DRILLING -- 5.9%
    Global Marine, Inc. (c) ................................         745,000        20,999,688
    Transocean Sedco Forex, Inc. ...........................         455,000        24,314,062
                                                                                  ------------
                                                                                    45,313,750
                                                                                  ------------
OIL - SERVICE -- 2.8%
    BJ Services Company (c) ................................         340,000        21,250,000
                                                                                  ------------

PAPER PRODUCTS/CONSUMER -- 4.3%
    Asia Pulp & Paper Company Ltd. ADR (b)(c)(d) ...........       6,600,000        33,412,500
                                                                                  ------------

PRINTING -- 5.1%
    Aracruz Celulose S.A. ADR (b)(d) .......................       2,014,900        38,912,756
                                                                                  ------------

REAL ESTATE INVESTMENT TRUSTS -- 12.7%
    Boston Properties, Inc. ................................       1,340,000        51,757,500
    Vornado Realty Trust ...................................       1,315,000        45,696,250
                                                                                  ------------
                                                                                    97,453,750
                                                                                  ------------
STEEL -- 13.7%
    Companhia Siderurgica National Sponsored ADR (b)(d) ....       1,937,000        59,683,813
    Pohang Iron & Steel Co., Ltd. Sponsored ADR (b) ........       1,880,000        45,120,000
                                                                                  ------------
                                                                                   104,803,813
                                                                                  ------------
TELEPHONE -- 5.4%
    Telefonos de Mexico, S.A. de C.V. (b) ..................         730,000        41,701,250
                                                                                  ------------
TOTAL COMMON STOCKS (Identified Cost $556,810,674) .........                       543,557,444
                                                                                  ------------

BONDS AND BILLS -- 28.4%
                                                                    FACE
                                                                    AMOUNT          VALUE(a)
                                                                    ------          --------

BANK AND INSURANCE -- 3.6%
    Korea Development Bank, 6.625%, 11/21/03 ...............      $28,850,000     $ 27,738,698
                                                                                  ------------

FINANCE -- 7.1%
    APP Finance VI Mauritius Restricted, 0.00%, 11/18/12
      (Convertible) (d) ....................................      49,133,000         7,431,366
    APP Finance VII Mauritius, 3.50%, 4/30/03
      (Convertible) (d) ....................................      19,795,000        14,351,375
    APP International Finance, 11.75%, 10/01/05 (d) ........      46,750,000        32,725,000
                                                                                  ------------
                                                                                    54,507,741
                                                                                  ------------
INDUSTRIAL -- 3.6%
    CSN Iron S.A., 9.125%, 6/01/07 (d) .....................      14,300,000        11,386,375
    CSN Iron S.A. Restricted, 9.125%, 6/01/07 (d) ..........      20,700,000        16,482,375
                                                                                  ------------
                                                                                    27,868,750
                                                                                  ------------
UNITED STATES TREASURY -- 14.1%
    United States Treasury Bills, 5.395%, 7/27/00 ..........       6,000,000         5,975,820
    United States Treasury Bills, 5.588%, 8/03/00 ..........       5,000,000         4,973,737
    United States Treasury Bills, 5.726%, 9/21/00 ..........      37,000,000        36,532,320
    United States Treasury Bills, 5.749%, 9/28/00 ..........      21,000,000        20,709,780
    United States Treasury Bills, 5.873%, 8/17/00 ..........      40,000,000        39,689,278
                                                                                  ------------
                                                                                   107,880,935
                                                                                  ------------
TOTAL BONDS AND BILLS (Identified Cost $229,577,264) .......                       217,996,124
                                                                                  ------------
SHORT-TERM INVESTMENT -- 1.1%
American Express Credit Corporation, 6.88%, 7/03/00
  (Cost $8,545,000) ........................................       8,545,000         8,545,000
                                                                                  ------------

TOTAL INVESTMENTS -- 100.4% (Identified Cost $794,932,938) (e) .............       770,098,568
    Cash and Receivables ...................................................        12,030,199
    Liabilities ............................................................       (15,298,618)
                                                                                  ------------
TOTAL NET ASSETS -- 100% ...................................................      $766,830,149
                                                                                  ============
(a) See Note 1A.
(b) An American Depositary Receipt (ADR) is a certificate issued by a U.S. bank representing
    the right to receive securities of the foreign issuer described. The values of ADRs are
    significantly influenced by trading on exchanges not located in the United States or
    Canada.
(c) Non-income producing security.
(d) The Fund has greater than 10% of its assets at June 30, 2000 invested in Singapore and
    Brazil.
(e) Federal Tax Information: At June 30, 2000, the net unrealized depreciation on investments
    based on cost of $794,932,938 for Federal income tax purposes was as follows:
    Aggregate gross unrealized appreciation for all investments in which
      there is an excess of value over tax cost ............................      $ 53,008,484
    Aggregate gross unrealized depreciation for all investments in which
      there is an excess of tax cost over value ............................       (77,842,854)
                                                                                  ------------
    Net unrealized depreciation ............................................      $(24,834,370)
                                                                                  ============

                       See accompanying notes to financial statements.
</TABLE>

<PAGE>

                                CGM MUTUAL FUND
--------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2000
(unaudited)

ASSETS
  Investments at value (Identified cost -- $794,932,938) ......    $770,098,568
  Cash ........................................................          4,345
  Receivable for:
    Securities sold ............................    $ 9,136,658
    Shares of the Fund sold ....................         16,768
    Dividends and interest (net of withholding
      tax of $34,680) ..........................      2,872,428      12,025,854
                                                    -----------    ------------
                                                                    782,128,767
                                                                   ------------
LIABILITIES
  Payable for:
    Securities purchased .......................     11,795,470
    Shares of the Fund redeemed ................      2,795,417      14,590,887
                                                    -----------    ------------
  Accrued expenses:
    Management fees ............................        541,673
    Trustees' fees .............................         14,461
    Accounting and Administration ..............          7,417
    Transfer Agent Fees ........................        107,874
    Other expenses .............................         36,306         707,731
                                                    -----------    ------------
                                                                     15,298,618
                                                                   ------------
NET ASSETS ....................................................    $766,830,149
                                                                   ============
  Net Assets consist of:
    Capital paid-in ...........................................    $749,527,178
    Undistributed net investment income .......................       7,374,061
    Accumulated net realized gain .............................      34,763,280
    Unrealized depreciation on investments -- net .............     (24,834,370)
                                                                   ------------
NET ASSETS ....................................................    $766,830,149
                                                                   ============

  Shares of beneficial interest outstanding, no par value .....      30,371,929
                                                                   ============
  Net asset value per share* ..................................          $25.25
                                                                   ============

* Shares of the Fund are sold and redeemed at net asset value
  ($766,830,149 / 30,371,929).

                See accompanying notes to financial statements.

<PAGE>

STATEMENT OF OPERATIONS

Six Months Ended June 30, 2000
(unaudited)

INVESTMENT INCOME
  Income
    Dividends (net of withholding tax of $418,110) ...........    $   7,769,317
    Interest .................................................        9,738,909
                                                                  -------------
                                                                     17,508,226
                                                                  -------------
  Expenses
    Management fees ..........................................        3,497,692
    Trustees' fees ...........................................           29,441
    Accounting and Administration ............................           44,500
    Custodian ................................................           73,053
    Transfer agent ...........................................          462,025
    Audit and tax services ...................................           16,750
    Legal ....................................................           51,122
    Printing .................................................           34,719
    Registration .............................................            9,759
    Miscellaneous ............................................            1,692
                                                                  -------------
                                                                      4,220,753
                                                                  -------------
  Net investment income ......................................       13,287,473
                                                                  -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
    Realized gain on investments -- net ......................       36,094,858
    Unrealized depreciation -- net ...........................     (108,694,156)
                                                                  -------------
    Net loss on investments ..................................      (72,599,298)
                                                                  -------------

NET CHANGE IN ASSETS FROM OPERATIONS .........................    $ (59,311,825)
                                                                  =============

                See accompanying notes to financial statements.
<PAGE>

<TABLE>
                                        CGM MUTUAL FUND
-----------------------------------------------------------------------------------------------

STATEMENT OF CHANGES IN NET ASSETS

<CAPTION>
                                                                 SIX MONTHS
                                                                    ENDED           YEAR ENDED
                                                                JUNE 30, 2000      DECEMBER 31,
                                                                 (UNAUDITED)          1999
                                                                -------------     -------------
<S>                                                             <C>               <C>
FROM OPERATIONS
  Net investment income ....................................    $  13,287,473     $  25,539,360
  Net realized gain from investments .......................       36,094,858       103,523,126
  Unrealized appreciation (depreciation) ...................     (108,694,156)       39,442,163
                                                                -------------     -------------
    Change in net assets from operations ...................      (59,311,825)      168,504,649
                                                                -------------     -------------
DISTRIBUTIONS TO SHAREHOLDERS
  From net investment income ...............................       (6,202,970)      (25,779,267)
  From net realized gain on investments ....................                0      (103,806,626)
  In excess of net realized gain on investments ............                0        (1,025,029)
                                                                -------------     -------------
                                                                   (6,202,970)     (130,610,922)
                                                                -------------     -------------
CAPITAL SHARE TRANSACTIONS
  Proceeds from sale of shares .............................        9,465,750        23,213,252
  Net asset value of shares issued in connection with
    reinvestment of:
    Dividends from net investment income ...................        5,492,139        23,336,571
    Distributions from net realized gain ...................                0        93,970,504
    Distributions in excess of net realized gains on
      investments ..........................................                0           927,903
                                                                -------------     -------------
                                                                   14,957,889       141,448,230
  Cost of shares redeemed ..................................      (91,541,124)     (211,343,378)
                                                                -------------     -------------
    Change in net assets derived from capital share
      transactions .........................................      (76,583,235)      (69,895,148)
                                                                -------------     -------------
  Total change in net assets ...............................     (142,098,030)      (32,001,421)

NET ASSETS
  Beginning of period ......................................      908,928,179       940,929,600
                                                                -------------     -------------
  End of period (including undistributed net investment
    income of $7,374,061 and $289,558, respectively) .......    $ 766,830,149     $ 908,928,179
                                                                =============     =============
NUMBER OF SHARES OF THE FUND:
  Issued from sale of shares ...............................          358,948           825,808
  Issued in connection with reinvestment of:
    Dividends from net investment income ...................          221,232           859,719
    Distributions from net realized gain ...................                0         3,461,873
    Distributions in excess of net realized gains on
      investments ..........................................                0            34,184
                                                                -------------     -------------
                                                                      580,180         5,181,584
    Redeemed ...............................................       (3,532,036)       (7,554,102)
                                                                -------------     -------------
    Net change .............................................       (2,951,856)       (2,372,518)
                                                                =============     =============

                        See accompanying notes to financial statements.
</TABLE>
<PAGE>

<TABLE>
                                                        CGM MUTUAL FUND
------------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<CAPTION>
                                                        SIX MONTHS
                                                           ENDED                       YEAR ENDED DECEMBER 31,
                                                       JUNE 30, 2000    ------------------------------------------------------
                                                        (UNAUDITED)      1999        1998        1997        1996        1995
                                                       -------------    ------      ------      ------      ------      ------
<S>                                                        <C>          <C>         <C>         <C>         <C>         <C>
For a share of the Fund outstanding
  throughout each period:

Net asset value at the beginning of period ...........     $27.28       $26.36      $25.52      $31.42      $29.43      $25.05
                                                           ------       ------      ------      ------      ------      ------

Net investment income ................................       0.43         0.83        1.00        0.66        0.75        0.73
Dividends from net investment income .................      (0.20)       (0.84)      (0.98)      (0.67)      (0.74)      (0.77)
Net realized and unrealized gain (loss)
  on investments .....................................      (2.26)        4.47        1.07        1.92        6.13        5.31
Distribution from net realized gain ..................       --          (3.51)      (0.25)      (7.81)      (4.15)      (0.89)
Distributions in excess of net realized gain on
  investments ........................................       --          (0.03)       --          --          --          --
                                                           ------       ------      ------      ------      ------      ------
Net increase (decrease) in net asset value ...........      (2.03)        0.92        0.84       (5.90)       1.99        4.38
                                                           ------       ------      ------      ------      ------      ------
Net asset value at end of period .....................     $25.25       $27.28      $26.36      $25.52      $31.42      $29.43
                                                           ======       ======      ======      ======      ======      ======

Total Return (%) .....................................       (6.7)        20.5         8.2         8.2        23.7        24.3

Ratios:
Operating expenses to average net assets (%) .........       1.04*        1.02        1.02        0.98        0.87        0.91
Net investment income to average net assets (%) ......       3.27*        2.86        3.56        1.91        2.33        2.55
Portfolio turnover (%) ...............................        191*         200         280         386         192         291
Net assets at end of period (in thousands) ($) .......    766,830      908,928     940,930   1,192,154   1,216,523   1,154,439

* Computed on an annualized basis.

                                        See accompanying notes to financial statements.
</TABLE>


--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- JUNE 30, 2000
(unaudited)

1.  The Fund is a diversified series of CGM Trust which is organized as a
Massachusetts business trust under the laws of Massachusetts pursuant to an
Agreement and Declaration of Trust. The Trust is registered under the
Investment Company Act of 1940 as an open-end management investment company.
The Trust has four other Funds whose financial statements are not presented
herein. Along with one other fund in a separate Trust, there are six CGM funds
(CGM Funds). The Fund's objective is reasonable long-term capital appreciation
with a prudent approach to protection of capital from undue risks. Current
income is a consideration in the selection of the Fund's portfolio securities,
but it is not a controlling factor.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
preparation of financial statements in accordance with generally accepted
accounting principles in the United States requires management to make
estimates and assumptions that affect the reported amounts and disclosures in
the financial statements. Actual results could differ from those estimates.

A.  SECURITY VALUATION -- Equity securities are valued on the basis of
    valuations furnished by a pricing service, authorized by the Board of
    Trustees, which provides the last reported sale price for securities listed
    on a national securities exchange or on the NASDAQ national market system
    or, if no sale was reported and in the case of over-the-counter securities
    not so listed, the last reported bid price. Corporate debt securities are
    valued on the basis of valuations furnished by a pricing service, authorized
    by the Board of Trustees, which determines valuations for normal,
    institutional-size trading units of such securities using market
    information, transactions for comparable securities and various
    relationships between securities which are generally recognized by
    institutional traders. United States government debt securities are valued
    at the current closing bid, as last reported by a pricing service approved
    by the Board of Trustees. Short-term investments having a maturity of sixty
    days or less are stated at amortized cost, which approximates value.

B.  SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME -- Security transactions
    are accounted for on the trade date (date the order to buy or sell is
    executed) and dividend income is recorded on the ex-dividend date net of
    applicable taxes. Interest income is recorded on the accrual basis. Net gain
    or loss on securities sold is determined on the identified cost basis.
    Dividend income received by the Fund from its investment in REITs may be
    comprised of ordinary income, capital gains, and return of capital.

C.  FEDERAL INCOME TAXES -- It is the Fund's policy to comply with the
    requirements of the Internal Revenue Code applicable to regulated investment
    companies, and to distribute to its shareholders all of its taxable income
    and net realized capital gains, within the prescribed time period.
    Accordingly, no provision for federal income tax has been made.

D.  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and distributions
    are recorded by the Fund on the ex-dividend date. The classification of
    income and capital gains distributions is determined in accordance with
    income tax regulations. Permanent book and tax differences relating to
    shareholder distributions may result in reclassifications to paid-in
    capital. Undistributed net investment income, accumulated net investment
    loss, or distributions in excess of net investment income may include
    temporary book and tax differences which will reverse in a subsequent
    period. Any taxable income or gain remaining at fiscal year end is
    distributed in the following year.

E.  INVESTMENT RISK -- There are certain additional risks involved in investing
    in foreign securities that are not inherent in investments in domestic
    securities. These risks may involve adverse political and economic
    developments and the possible imposition of currency exchange blockages or
    other foreign governmental laws or restrictions. In addition, the securities
    of some foreign companies and securities markets are less liquid and at
    times more volatile than securities of comparable U.S. companies and U.S.
    securities markets.

2.  PURCHASES AND SALES OF SECURITIES -- For the period ended June 30, 2000,
purchases and sales of securities other than United States government
obligations and short-term investments aggregated
$654,545,992 and $689,234,811, respectively. Purchases and sales of United
States government
obligations aggregated $406,969,136 and $425,720,385, respectively.

3.  A.  MANAGEMENT FEES -- During the period ended June 30, 2000, the Fund
        incurred management fees of $3,497,692, paid or payable to the Fund's
        investment adviser, Capital Growth Management Limited Partnership
        (CGM), certain officers and directors of which are also officers and
        trustees of the Fund. The management agreement provides for a fee at
        the annual rate of 0.90% on the first $500 million of the Fund's
        average daily net assets, 0.80% of the next $500 million and 0.75% of
        such assets in excess of $1 billion.

    B.  OTHER EXPENSES -- CGM performs certain administrative, accounting and
        other services for the Fund. The expenses of those services, which were
        paid to CGM by the Fund, include the following: (i) expenses for
        personnel performing bookkeeping, accounting and financial reporting
        functions and 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 SEC
        compliance; and (iii) registration, filing and other fees in connection
        with requirements of regulatory authorities. The Accounting and
        Administration expense of $44,500, for the period ended June 30, 2000,
        is shown separately in the financial statements.

    C.  TRUSTEES FEES AND EXPENSES -- The Fund does not pay any compensation
        directly to its officers or to any trustees who are directors, officers
        or employees of CGM, or any affiliate of CGM, (other than registered
        investment companies). Each other trustee is compensated by the six CGM
        Funds with an annual fee of $37,000 plus travel expenses for each
        meeting attended. Of this amount, each fund was responsible for $3,000
        per trustee plus an annual variable fee calculated based on the
        proportion of each fund's average net assets relative to the aggregate
        average net assets of the CGM Funds, which for the six month period
        ended June 30, 2000 was $4,170 for the Fund.
<PAGE>

CGM
MUTUAL FUND

281st Quarterly Report
June 30, 2000

A No-Load Fund


[Logo]  Investment Adviser
        CAPITAL GROWTH MANAGEMENT
        Limited Partnership


INVESTMENT ADVISER

CAPITAL GROWTH MANAGEMENT
LIMITED PARTNERSHIP
Boston, Massachusetts 02110

---------------------------------
TELEPHONE NUMBERS

For information about:
[]  Account Procedures and Status

[]  Redemptions

[]  Exchanges

    Call 800-343-5678

[]  New Account Procedures

[]  Prospectuses

[]  Performance

    Call 800-345-4048

-----------------------------------
MAILING ADDRESSES

FOR EXISTING ACCOUNTS

Boston Financial Data Services
P.O. Box 8511
Boston, MA 02266-8511

FOR NEW ACCOUNT APPLICATIONS ONLY

The CGM Funds
P.O. Box 449
Boston, MA 02117-0449
-----------------------------------

This report has been prepared for the shareholders of the Fund and is not
authorized for distribution to current or prospective investors in the Fund
unless it is accompanied or preceded by a prospectus.

MQR2 00                                                      Printed in U.S.A.
<PAGE>

To Our Shareholders:
--------------------------------------------------------------------------------

CGM American Tax Free Fund returned 1.4% during the second quarter of 2000
compared to the Lehman Municipal Bond Index which rose 1.5% over the same
period. For the first half of the year, CGM American Tax Free Fund increased
4.5% as did the Lehman Municipal Bond Index.

Are the six interest rate hikes voted by the Federal Reserve Board since June
1999 sufficient to cool off a red-hot economy? At its meeting on June 28,
2000, the Fed decided no further rate increases were necessary in light of
some slowing in consumer spending, a decrease in housing starts and a decline
in consumer confidence. However, the economic data is anything but clear cut:
new orders for durable goods dropped sharply in April but rebounded in a big
way in May. The Fed has seven weeks to monitor economic data and then decide
if additional rate increases are needed to achieve the desired slowing without
toppling the economy into recession. In the meantime, the effort to cool the
economy is getting some help from rising energy costs, in particular gasoline
prices which can act somewhat like a rate hike or tax increase siphoning off
funds that could be spent elsewhere.

Interest rates are not much changed since March 31st of this year with U.S.
Treasury Bills yielding about 5.65% and the Ten-year Treasury bond selling to
yield about 6.10% at June 30. The Ten-year Treasury bond will be closely watched
by investors to gauge the bond market's perception of economic strength as a
clue to future Fed policy.

The tax exempt bond market essentially tracked the taxable bond market during
the second quarter, albeit in a somewhat muted fashion. The municipal market
continued to lack institutional buying interest and remained dominated by
retail investors. However, we are beginning to see signs of buying interest on
the part of insurance companies which may boost the performance of the sector
longer term.

CGM American Tax Free Fund is structured somewhat defensively in anticipation
of rising inflation. Given the lack of institutional buying interest in long-
term tax exempt paper, CGM American Tax Free Fund's intermediate average
maturity buoyed performance during periods of market uncertainty and weakness.

CGM American Tax Free Fund holds large positions in the industrial revenue/
pollution control, transportation and housing sectors. The Fund's three
largest positions are Hopewell Industrial Development Authority (Stone
Container), Howard County Maryland Multi-family Housing Chase Glen Apartments
(AvalonBay Properties) and E470 Colorado Public Highway Authority.

I would also like to report on June 16, 2000 a French financial-services
company, Caisse des Depots Group, agreed to purchase Nvest Companies L.P. who
holds a passive limited partnership interest in Capital Growth Management.
This transaction will not affect the management of Capital Growth Management
or the CGM Funds.

                                             /s/ Robert L. Kemp

                                                 Robert L. Kemp
                                                 President

July 5, 2000
<PAGE>

                           CGM AMERICAN TAX FREE FUND
--------------------------------------------------------------------------------
INVESTMENT PERFORMANCE
(unaudited)
--------------------------------------------------------------------------------
Total Return for Periods Ended June 30, 2000
                                                                 THE FUND'S
                                                                  AVERAGE
                                             CGM AMERICAN          ANNUAL
                                            TAX FREE FUND       TOTAL RETURN
                                            -------------       ------------
5 Years .................................       +28.3%             +5.1%
1 Year ..................................       + 1.1              +1.1
3 Months ................................       + 1.4                --

The Fund's average annual total return since inception (November 10, 1993)
through June 30, 2000 is +4.2%. The adviser has agreed to absorb the Fund's
total operating expenses through December 31, 2000. Otherwise, the Fund's
total return since inception, and for the five-year, one-year, and three-month
periods ended June 30, 2000 would have been lower.

The performance data contained in this report represents past performance. The
investment return and the principal value of an investment in the Fund will
fluctuate so that investors' shares, when redeemed, may be worth more or less
than their original cost.
<PAGE>
                           CGM AMERICAN TAX FREE FUND
-------------------------------------------------------------------------------

BOARD OF TRUSTEES
PETER O. BROWN
G. KENNETH HEEBNER
ROBERT L. KEMP
ROBERT B. KITTREDGE
LAURENS MACLURE
JAMES VAN DYKE QUEREAU, JR.
J. BAUR WHITTLESEY

OFFICERS
ROBERT L. KEMP, President
G. KENNETH HEEBNER, Vice President
LESLIE A. LAKE, Vice President and Secretary
KATHLEEN S. HAUGHTON, Vice President
MARTHA I. MAGUIRE, Vice President
JANICE H. SAUL, Vice President
W. DUGAL THOMAS, Vice President
MARY L. STONE, Assistant Vice President
FRANK N. STRAUSS, Treasurer

INVESTMENT ADVISER
CAPITAL GROWTH MANAGEMENT LIMITED PARTNERSHIP
Boston, Massachusetts 02110

TRANSFER AND DIVIDEND PAYING
AGENT AND CUSTODIAN OF ASSETS
STATE STREET BANK AND TRUST COMPANY
Boston, Massachusetts 02102

SHAREHOLDER SERVICING AGENT
FOR STATE STREET BANK AND
TRUST COMPANY
BOSTON FINANCIAL DATA SERVICES, INC.
P.O. Box 8511
Boston, Massachusetts 02266-8511
<PAGE>

<TABLE>
                                 CGM AMERICAN TAX FREE FUND
---------------------------------------------------------------------------------------------
INVESTMENTS AS OF JUNE 30, 2000
(unaudited)
MUNICIPAL BONDS -- 97.3% OF TOTAL NET ASSETS

<CAPTION>
                                                                       FACE
                                                                      AMOUNT        VALUE(a)
                                                                    ----------    -----------
<S>                                                                 <C>           <C>
CALIFORNIA -- 6.3%
    California State General Obligation Bonds, 4.50%, 12/01/21 ...  $  500,000    $   423,005
    Los Angeles Regional Airport (United Airlines),
      6.875%, 11/15/12 ...........................................     500,000        514,775
                                                                                  -----------
                                                                                      937,780
                                                                                  -----------

COLORADO -- 7.7%
    Denver City & County Airport, 5.25%, 11/15/23 ................     500,000        463,815
    E470 Public Highway Authority, 5.00%, 9/01/26 ................     750,000        668,760
                                                                                  -----------
                                                                                    1,132,575
                                                                                  -----------

FLORIDA -- 1.8%
    Polk County Industrial Development Authority Revenue Bonds
      (IMC Fertilizer), 7.525%, 1/01/15 ..........................     250,000        260,210
                                                                                  -----------

HAWAII -- 4.1%
    Hawaii State Housing and Community Development,
      6.00%, 7/01/15 .............................................     500,000        507,495
    Honolulu City and County Mortgage Revenue (FHA Insured),
      7.80%, 7/01/24 .............................................      90,000         92,758
                                                                                  -----------
                                                                                      600,253
                                                                                  -----------

ILLINOIS -- 3.5%
    Illinois Student Assistance Loan, 5.75%, 3/01/07 .............     500,000        516,110
                                                                                  -----------

KENTUCKY -- 2.7%
    Kenton County Airport Revenue Bonds (Delta Airlines),
      6.75%, 2/01/02 .............................................     400,000        406,140
                                                                                  -----------

MARYLAND -- 5.4%
    Howard County Multifamily, Chase Glen Apartments (AvalonBay
      Properties), 7.00%, 7/01/24 ................................     750,000        794,168
                                                                                  -----------

MASSACHUSETTS -- 2.5%
    Massachusetts Municipal Wholesale Electric Power Supply
      System, 8.75%, 7/01/18 .....................................     330,000        372,824
                                                                                  -----------

MICHIGAN -- 4.4%
    Michigan State Hospital Finance Authority, 5.50%, 11/15/08 ...     460,000        445,735
    Michigan State Housing Development (Rental Housing Program),
      7.05%, 10/01/12 ............................................     195,000        201,962
                                                                                  -----------
                                                                                      647,697
                                                                                  -----------

NEW JERSEY -- 9.3%
    New Jersey Economic Development Authority, 6.00%, 6/15/10 ....     500,000        537,560
    New Jersey Economic Development Authority, 6.625%, 9/15/12 ...     325,000        327,529
    New Jersey State Housing Series B, 6.05%, 11/01/17 ...........     500,000        509,095
                                                                                  -----------
                                                                                    1,374,184
                                                                                  -----------

NEW YORK -- 20.3%
    New York City Tobacco Amortization, 5.75%, 7/15/15 ...........     500,000        496,515
    New York General Obligation Bonds Series B, 8.25%, 6/01/05 ...     100,000        114,296
    New York General Obligation Bonds Series J, 5.50%, 2/15/26 ...     500,000        470,575
    New York State Dormitory Authority Revenue Bonds
      (City University Facilities), 5.75%, 7/01/13 ...............     250,000        257,617
    New York State Dormitory Authority Revenue Bonds (State
      University Facilities), 5.875%, 5/15/11 ....................     250,000        262,365
    New York State Throughway Authority Service, 5.75%, 4/01/15 ..     500,000        512,840
    Port Authority New York and New Jersey Special Obligation,
      9.125%, 12/01/15 ...........................................     395,000        408,572
    United Nations Development Corporation, 6.25%, 7/01/26 .......     450,000        477,958
                                                                                  -----------
                                                                                    3,000,738
                                                                                  -----------

PENNSYLVANIA -- 3.7%
    Philadelphia Water and Waste, 6.25%, 8/01/11 .................     500,000        545,500
                                                                                  -----------

SOUTH CAROLINA -- 6.4%
    Georgetown County Pollution Control (International Paper),
      5.125%, 2/01/12 ............................................     500,000        469,070
    South Carolina Transportation Infrastructure,
      5.375%, 10/01/24 ...........................................     500,000        471,860
                                                                                  -----------
                                                                                      940,930
                                                                                  -----------

TEXAS -- 7.8%
    Alliance Airport Authority Special Facilities Revenue Bonds
    (American Airlines, Inc. Project), 7.00%, 12/01/11 ...........     250,000        263,855
    Bexar County Health Facilities, 5.375%, 11/15/22 .............     500,000        466,420
    Houston Independent School District, 4.75%, 2/15/22 ..........     500,000        427,475
                                                                                  -----------
                                                                                    1,157,750
                                                                                  -----------

VIRGINIA -- 11.4%
    Hopewell Industrial Development Authority (Stone Container),
      8.25%, 6/01/16 .............................................   1,600,000      1,680,800
                                                                                  -----------
TOTAL MUNICIPAL BONDS (Identified Cost $14,567,643) ..........................     14,367,659
                                                                                  -----------
SHORT-TERM INVESTMENT -- 1.3%
    American Express Credit Corporation, 6.88%, 7/03/00
      (Cost $190,000) ............................................     190,000        190,000
                                                                                  -----------
TOTAL INVESTMENTS -- 98.6% (Identified Cost $14,757,643)(b) ..................     14,557,659
    Cash and Receivables .....................................................        244,655
    Liabilities ..............................................................        (33,556)
                                                                                  -----------
TOTAL NET ASSETS -- 100.0% ...................................................    $14,768,758
                                                                                  ===========
(a) See Note 1A.
(b) Federal Tax Information: At June 30, 2000 the net unrealized depreciation
    on investments based on cost of $14,757,643 for Federal income tax
    purposes was as follows:
    Aggregate gross unrealized appreciation for all investments in which
      there is an excess of value over tax cost ..............................    $   145,226
    Aggregate gross unrealized depreciation for all investments in which
      there is an excess of tax cost over value ..............................       (345,210)
                                                                                  -----------
Net unrealized depreciation ..................................................    $  (199,984)
                                                                                  ===========

                       See accompanying notes to financial statements.
</TABLE>
<PAGE>

                           CGM AMERICAN TAX FREE FUND
--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES

June 30, 2000
(unaudited)

ASSETS
  Investments at value (Identified
    cost -- $14,757,643) ......................................     $14,557,659
  Cash ........................................................           1,129
  Receivable for:
    Interest ..................................................         243,526
                                                                    -----------
                                                                     14,802,314
                                                                    -----------
LIABILITIES
  Payable for:
    Shares of the Fund redeemed ....................    $ 1,200
    Expense advance from adviser ...................     32,356          33,556
                                                        -------     -----------
NET ASSETS ....................................................     $14,768,758
                                                                    ===========
  Net Assets consist of:
    Capital paid-in ...........................................     $16,722,174
    Undistributed net investment
      income ..................................................          76,744
    Accumulated net realized loss .............................      (1,830,176)
    Unrealized depreciation on investments -- net .............        (199,984)
                                                                    -----------

NET ASSETS ....................................................     $14,768,758
                                                                    ===========
  Shares of beneficial interest outstanding, no par value .....       1,661,256
                                                                    ===========
  Net asset value per share* ..................................           $8.89
                                                                    ===========

* Shares of the Fund are sold and redeemed at net asset value
  ($14,768,758 / 1,661,256).

                See accompanying notes to financial statements.
<PAGE>

STATEMENT OF OPERATIONS

Six Months Ended June 30, 2000
(unaudited)

INVESTMENT INCOME
  Income
    Interest .................................................       $ 456,419
                                                                     ---------
  Expenses
    Management fees ..........................................          44,138
    Trustees' fees ...........................................           8,990
    Accounting and Administration ............................           1,750
    Custodian ................................................          25,850
    Transfer agent ...........................................          13,150
    Audit and tax services ...................................           9,750
    Legal ....................................................             670
    Printing .................................................           6,677
    Registration .............................................           7,980
    Miscellaneous ............................................             425
                                                                     ---------
                                                                       119,380
    Less expenses assumed by the investment adviser ..........        (119,380)
                                                                     ---------
    Net expenses .............................................               0
                                                                     ---------
    Net investment income ....................................         456,419
                                                                     ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Realized loss on investments -- net ........................        (126,575)
  Unrealized appreciation -- net .............................         316,327
                                                                     ---------
  Net gain on investments ....................................         189,752
                                                                     ---------
NET CHANGE IN ASSETS FROM OPERATIONS .........................       $ 646,171
                                                                     =========

                See accompanying notes to financial statements.
<PAGE>

<TABLE>
                                 CGM AMERICAN TAX FREE FUND
--------------------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

<CAPTION>
                                                                 SIX MONTHS
                                                                   ENDED         YEAR ENDED
                                                               JUNE 30, 2000    DECEMBER 31,
                                                                (UNAUDITED)         1999
                                                              ----------------  -----------
<S>                                                             <C>             <C>
FROM OPERATIONS
  Net investment income ....................................    $   456,419     $   980,333
  Net realized loss from investments .......................       (126,575)       (818,812)
  Unrealized appreciation (depreciation) ...................        316,327      (1,067,104)
                                                                -----------     -----------
    Change in net assets from operations ...................        646,171        (905,583)
                                                                -----------     -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income ....................................       (380,433)       (981,050)
                                                                -----------     -----------
FROM CAPITAL SHARE TRANSACTIONS
  Proceeds from sale of shares .............................        477,619       2,645,611
  Net asset value of shares issued in connection with
    reinvestment of:
    Dividends from net investment income ...................        243,811         623,166
                                                                -----------     -----------
                                                                    721,430       3,268,777
  Cost of shares redeemed ..................................     (1,217,291)     (4,089,411)
                                                                -----------     -----------
    Change in net assets derived from capital share
      transactions .........................................       (495,861)       (820,634)
                                                                -----------     -----------
  Total change in net assets ...............................       (230,123)     (2,707,267)

NET ASSETS
  Beginning of period ......................................     14,998,881      17,706,148
                                                                -----------     -----------
  End of period (including undistributed net investment
    income of $76,744 and $758, respectively) ..............    $14,768,758     $14,998,881
                                                                ===========     ===========
NUMBER OF SHARES OF THE FUND:
  Issued from sale of shares ...............................         54,790         280,881
  Issued in connection with reinvestment of:
    Dividends from net investment income ...................         27,876          67,382
                                                                -----------     -----------
                                                                     82,666         348,263
    Redeemed ...............................................       (139,529)       (443,346)
                                                                -----------     -----------
    Net change .............................................        (56,863)        (95,083)
                                                                ===========     ===========

                      See accompanying notes to financial statements.
</TABLE>
<PAGE>

<TABLE>
                                                  CGM AMERICAN TAX FREE FUND
------------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<CAPTION>
                                                         FOR THE
                                                        SIX MONTHS
                                                           ENDED                       YEAR ENDED DECEMBER 31,
                                                       JUNE 30, 2000    ------------------------------------------------------
                                                        (UNAUDITED)      1999        1998        1997        1996        1995
                                                       -------------    ------      ------      ------      ------      ------
<S>                                                        <C>          <C>         <C>         <C>         <C>         <C>
For a share of the Fund outstanding throughout
  each period:
Net asset value at the beginning of period ...........     $ 8.73       $ 9.77      $ 9.70      $ 9.46      $ 9.77      $ 8.83
                                                           ------       ------      ------      ------      ------      ------
Net investment income (a) ............................       0.27         0.54        0.55        0.58        0.58        0.61
Dividends from net investment income .................      (0.23)       (0.54)      (0.55)      (0.58)      (0.58)      (0.61)
Net realized and unrealized gain (loss)
  on investments .....................................       0.12        (1.04)       0.07        0.24       (0.31)       0.94
                                                           ------       ------      ------      ------      ------      ------
Net increase (decrease) in net asset value ...........       0.16        (1.04)       0.07        0.24       (0.31)       0.94
                                                           ------       ------      ------      ------      ------      ------
Net asset value at end of period .....................     $ 8.89       $ 8.73      $ 9.77      $ 9.70      $ 9.46      $ 9.77
                                                           ======       ======      ======      ======      ======      ======

Total Return (%) (b) .................................        4.5         (5.3)        6.5         9.0         2.9        18.0

Ratios:
Operating expenses to average net assets (%) .........          0            0           0           0           0           0
Operating expenses to average net assets before
  waiver (%) .........................................       1.62*        1.76        1.69        2.04        2.14        2.59
Net investment income to average net assets (%) ......       6.20*        5.76        5.63        6.11        6.10        6.50
Portfolio turnover (%) ...............................         32*          53          37         140         107         125

Net assets at end of period (in thousands) ($) .......     14,769       14,999      17,706      14,443      12,430      11,855

(a) Net of fees waived and reimbursed amounted to ....     $ 0.07       $ 0.17      $ 0.16      $ 0.19      $ 0.20      $ 0.24
(b) The total return would have been lower had the total fees and expenses not been waived or reimbursed during
    the period.
 *  Computed on an annualized basis.

                                        See accompanying notes to financial statements.
</TABLE>
<PAGE>

NOTES TO FINANCIAL STATEMENTS -- JUNE 30, 2000
(unaudited)

1.  The Fund is a diversified series of CGM Trust which is organized as a
Massachusetts business trust under the laws of Massachusetts pursuant to an
Agreement and Declaration of Trust. The Trust is registered under the
Investment Company Act of 1940 as an open-end management investment company.
The Trust has four other funds whose financial statements are not presented
herein. Along with one other fund in a separate Trust, there are six CGM funds
(CGM Funds). The Fund commenced operations on November 10, 1993. The primary
investment objective of the Fund is to provide high current income exempt from
federal income tax. The Fund's secondary investment objective is capital
appreciation.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
preparation of financial statements in accordance with generally accepted
accounting principles in the United States requires management to make
estimates and assumptions that affect the reported amounts and disclosures in
the financial statements. Actual results could differ from those estimates.

A.  SECURITY VALUATION -- Debt securities are valued on the basis of valuations
    furnished by a pricing service, authorized by the Board of Trustees, which
    determines valuations for normal, institutional-size trading units of such
    securities using market information, transactions for comparable securities
    and various relationships between securities which are generally recognized
    by institutional traders. Short-term investments having a maturity of sixty
    days or less are stated at amortized cost, which approximates value.

B.  SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME -- Security transactions
    are accounted for on the trade date (date the order to buy or sell is
    executed) and dividend income is recorded on the ex-dividend date. The Fund
    may trade securities on other than normal settlement terms. This may
    increase the risk if the other party to the transaction fails to deliver and
    causes the Fund to subsequently invest at less advantageous prices. Interest
    income is recorded on the accrual basis. Interest income is accrued daily
    and includes accretion of discount and amortization of premium. Net gain or
    loss on securities sold is determined on the identified cost basis.

C.  FEDERAL INCOME TAXES -- It is the Fund's policy to comply with the
    requirements of the Internal Revenue Code applicable to regulated investment
    companies, and to distribute to its shareholders all of its taxable and tax
    exempt income and net realized capital gains, within the prescribed time
    period. Accordingly, no provision for federal income tax has been made. At
    December 31, 1999, there were capital loss carryovers available to offset
    future realized gains of $659,836 expiring in the year 2002, $224,953
    expiring in 2004, and $818,812 expiring in 2007.

D.  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and distributions
    are recorded by the Fund on the ex-dividend date. The classification of
    income and capital gains distributions is determined in accordance with
    income tax regulations. Permanent book and tax differences relating to
    shareholder distributions may result in reclassifications to paid-in
    capital. Undistributed net investment income, accumulated net investment
    loss, or distributions in excess of net investment income may include
    temporary book and tax differences which will reverse in a subsequent
    period. Any income or gain remaining at fiscal year end is distributed in
    the following year.

E.  OTHER -- The Fund has greater than 10% of its net assets at June 30, 2000
    invested in New York and Virginia. There are certain risks arising from
    geographical concentration in any state. Certain revenue or tax related
    events in a state may impair the ability of certain issuers of municipal
    securities to pay principal and interest on their obligations.

2.  PURCHASES AND SALES OF SECURITIES -- For the period ended June 30, 2000,
purchases and sales of securities other than United States government
obligations and short-term investments aggregated $2,315,163 and $2,670,505,
respectively. There were no purchases or sales of United States government
obligations.

3.  A.  MANAGEMENT FEES -- During the period ended June 30, 2000, the Fund
        incurred management fees of $44,138 payable to the Fund's investment
        adviser, Capital Growth Management Limited Partnership (CGM), certain
        officers and directors of which are also officers and trustees of the
        Fund. The management agreement provides for a fee at the annual rate
        of 0.60% on the first $500 million of the Fund's average daily net
        assets, 0.55% of the next $500 million and 0.45% of such assets in
        excess of $1 billion. CGM waived its entire fee for the period ended
        June 30, 2000. See Note 4.

    B.  OTHER EXPENSES -- CGM performs certain administrative, accounting and
        other services for the Fund. The expenses of those services, which are
        paid to CGM by the Fund, include the following: (i) expenses for
        personnel performing bookkeeping, accounting and financial reporting
        functions and 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 SEC
        compliance; and (iii) registration, filing and other fees in connection
        with requirements of regulatory authorities. For the period ended June
        30, 2000 these expenses amounted to $1,750 and are shown separately in
        the financial statements as Accounting and Administration. The entire
        expense was waived by CGM for the period ended June 30, 2000.
        See Note 4.

    C.  TRUSTEES FEES AND EXPENSES -- The Fund does not pay any compensation
        directly to its officers or to any trustees who are directors, officers
        or employees of CGM, or any affiliate of CGM, other than registered
        investment companies. Each other trustee is compensated by the six CGM
        Funds with an annual fee of $37,000 plus travel expenses for each
        meeting attended. Of this amount, each fund was responsible for $3,000
        per trustee plus an annual variable fee calculated based on the
        proportion of each fund's average net assets relative to the aggregate
        average net assets of the CGM Funds, which for the six month period
        ended June 30, 2000 was $80 for the Fund.

4.  EXPENSE LIMITATION -- Until December 31, 2000, and, thereafter, until
further notice to the Fund, CGM has voluntarily agreed to waive its management
fee and to assume all expenses of the Fund. For the period ended June 30,
2000, CGM waived its entire management fee of $44,138, the entire Accounting
and Administration expense of $1,750 and assumed other Fund expenses of
$73,492.
<PAGE>

CGM
AMERICAN
TAX FREE FUND

27th Quarterly Report
June 30, 2000

A No-Load Fund


[Logo]  Investment Adviser
        CAPITAL GROWTH MANAGEMENT
        Limited Partnership

INVESTMENT ADVISER

CAPITAL GROWTH MANAGEMENT
LIMITED PARTNERSHIP
Boston, Massachusetts 02110

---------------------------------
TELEPHONE NUMBERS

For information about:
[]  Account Procedures and Status

[]  Redemptions

[]  Exchanges

    Call 800-343-5678

[]  New Account Procedures

[]  Prospectuses

[]  Performance

    Call 800-345-4048

---------------------------------
MAILING ADDRESSES

FOR EXISTING ACCOUNTS

Boston Financial Data Services
P.O. Box 8511
Boston, MA 02266-8511

FOR NEW ACCOUNT APPLICATIONS ONLY

The CGM Funds
P.O. Box 449
Boston, MA 02117-0449
---------------------------------

This report has been prepared for the shareholders of the Fund and is not
authorized for distribution to current or prospective investors in the Fund
unless it is accompanied or preceded by a prospectus.

AQR2 00                                                      Printed in U.S.A.
<PAGE>

To our Shareholders:
--------------------------------------------------------------------------------

CGM Realty Fund increased 13.5% during the second quarter of 2000 compared to a
return of 10.5% for the National Association of Real Estate Investment Trusts'
Equity REIT Index over the same period. For the first six months of the year,
CGM Realty Fund returned 15.6% compared to a return of 13.2% for the NAREIT
Equity REIT Index.

Are the six interest rate hikes voted by the Federal Reserve Board since June
1999 sufficient to cool off a red-hot economy? At its meeting on June 28, 2000,
the Fed decided no further rate increases were necessary in light of some
slowing in consumer spending, a decrease in housing starts and a decline in
consumer confidence. However, the economic data is anything but clear cut: new
orders for durable goods dropped sharply in April but rebounded in a big way in
May. The Fed has seven weeks to monitor economic data and then decide if
additional rate increases are needed to achieve the desired slowing without
toppling the economy into recession. In the meantime, the effort to cool the
economy is getting some help from rising energy costs, in particular gasoline
prices which can act somewhat like a rate hike or tax increase siphoning off
funds that could be spent elsewhere.

Aside from looming questions about the economy, the equity market seems to be
operating on a healthier footing now than in early March when speculative
excesses were so prevalent in technology issues. The NASDAQ Composite Index fell
-37% from March 10th to May 23rd of this year and despite some recovery, is
still down -23% from its high. The excitement over "new economy" companies has
dissipated in the shadow of a growing number of dot-com bankruptcies. Instead,
investor attention is reverting to "old economy" companies and also to real
estate investment trusts, which may indicate a broadening market.

Interest rates are not much changed since March 31st of this year with U.S.
Treasury Bills yielding about 5.65% and the Ten-year Treasury bond selling to
yield about 6.10% at June 30. The Ten-year Treasury bond will be closely watched
by investors to gauge the bond market's perception of economic strength as a
clue to future Fed policy. Though equity investors would presumably welcome a
modest economic slowdown, we believe most attention will be focused on
individual issues rather than on any large market moves.

The REIT industry enjoyed significant appreciation during the second quarter of
2000, finally reflecting the continued strong growth in cash flows generated by
rising occupancy rates and rents in many property types and geographic markets.
Rising off a depressed base, REITs outperformed the S&P 500 for the first half
of the year providing an attractive alternative for investors disillusioned by
the technology shakeout earlier in the spring. Looking forward, we believe many
REITs are still undervalued at current levels providing the potential for future
appreciation.

CGM Realty Fund's largest sector concentrations are in office and industrial
REITs and apartment REITs. The Fund's three largest holdings are SL Green Realty
Corporation, Apartment Investment and Management Company and Home Properties New
York, Inc.

I would also like to report on June 16, 2000 a French financial-services
company, Caisse des Depots Group, agreed to purchase Nvest Companies L.P. who
holds a passive limited partnership interest in Capital Growth Management. This
transaction will not affect the management of Capital Growth Management or the
CGM Funds.

                                             /s/ Robert L. Kemp

                                                 Robert L. Kemp
                                                 President

July 5, 2000
<PAGE>

                                CGM REALTY FUND
--------------------------------------------------------------------------------

INVESTMENT PERFORMANCE
(unaudited)
--------------------------------------------------------------------------------
Total Return for Periods Ended June 30, 2000

                                                   THE FUND'S
                                      CGM           AVERAGE
                                     REALTY          ANNUAL
                                      FUND        TOTAL RETURN
                                    --------     --------------
5 years .........................    +94.5%          +14.2%
1 Year ..........................    + 6.0           + 6.0
3 Months ........................    +13.5             --

The Fund's average annual total return since inception (May 13, 1994) through
June 30, 2000 is +12.4%. The adviser had limited the Fund's total operating
expenses to 1.00% of its average net assets from inception through December 31,
1997. Otherwise, the Fund's total return since inception and for the five-year
period ended June 30, 2000 would have been lower.

The performance data contained in this report represents past performance, which
is no guarantee of future results. The investment return and the principal value
of an investment in the Fund will fluctuate so that investors' shares, when
redeemed, may be worth more or less than their original cost.
<PAGE>

                                CGM REALTY FUND
--------------------------------------------------------------------------------

BOARD OF TRUSTEES
PETER O. BROWN
G. KENNETH HEEBNER
ROBERT L. KEMP
ROBERT B. KITTREDGE
LAURENS MACLURE
JAMES VAN DYKE QUEREAU, JR.
J. BAUR WHITTLESEY

OFFICERS
ROBERT L. KEMP, President
G. KENNETH HEEBNER, Vice President
LESLIE A. LAKE, Vice President and Secretary
KATHLEEN S. HAUGHTON, Vice President
MARTHA I. MAGUIRE, Vice President
W. DUGAL THOMAS, Vice President
MARY L. STONE, Assistant Vice President
FRANK N. STRAUSS, Treasurer

INVESTMENT ADVISER
CAPITAL GROWTH MANAGEMENT LIMITED PARTNERSHIP
Boston, Massachusetts 02110

TRANSFER AND DIVIDEND PAYING
AGENT AND CUSTODIAN OF ASSETS
STATE STREET BANK AND TRUST COMPANY
Boston, Massachusetts 02102

SHAREHOLDER SERVICING AGENT
FOR STATE STREET BANK AND
TRUST COMPANY
BOSTON FINANCIAL DATA SERVICES, INC.
P.O. Box 8511
Boston, Massachusetts 02266-8511
<PAGE>

                                 CGM REALTY FUND
--------------------------------------------------------------------------------

INVESTMENTS AS OF JUNE 30, 2000
(unaudited)

REAL ESTATE INVESTMENT TRUSTS -- 98.8% OF TOTAL NET ASSETS

                                                     SHARES          VALUE(a)
                                                     ------          --------
APARTMENTS -- 29.1%
Apartment Investment and Management Company ......    750,000     $  32,437,500
AvalonBay Communities, Inc. ......................    570,000        23,797,500
BRE Properties, Inc. .............................    810,000        23,388,750
Essex Property Trust, Inc. .......................    580,000        24,360,000
Grove Property Trust .............................    270,000         4,387,500
Home Properties New York, Inc. ...................  1,030,000        30,900,000
                                                                  -------------
                                                                    139,271,250
                                                                  -------------
HOTELS -- 8.3%
Lasalle Hotel Properties .........................  1,165,000        16,746,875
Legacy Hotels Real Estate Units ..................  3,815,000        22,812,669
                                                                  -------------
                                                                     39,559,544
                                                                  -------------
OFFICE AND INDUSTRIAL -- 56.8%
Alexandria Real Estate Equity ....................    649,900        22,299,694
Arden Realty, Inc. ...............................    270,000         6,345,000
Bedford Property Investors, Inc. .................  1,300,000        24,131,250
Boston Properties, Inc. ..........................    558,500        21,572,063
Brandywine Realty Trust ..........................  1,036,500        19,823,062
CarrAmerica Realty Corporation ...................    880,000        23,320,000
Great Lakes REIT .................................    259,000         4,403,000
Kilroy Realty Corporation ........................    515,000        13,357,812
Liberty Property Trust ...........................    896,000        23,240,000
Mission West Properties, Inc. ....................  1,356,500        14,243,250
Prentiss Properties Trust ........................    723,500        17,364,000
SL Green Realty Corporation ......................  1,319,000        35,283,250
Spieker Properties, Inc. .........................    506,000        23,276,000
Vornado Realty Trust .............................    665,000        23,108,750
                                                                  -------------
                                                                    271,767,131
                                                                  -------------
RETAIL -- 4.6%
Chelsea GCA Realty, Inc. .........................    633,000        21,878,063
                                                                  -------------
TOTAL REAL ESTATE INVESTMENT TRUSTS
  (Identified Cost $430,035,778) .................                  472,475,988
                                                                  -------------


                                                    FACE
SHORT-TERM INVESTMENT -- 1.5%                       AMOUNT

    American Express Credit Corporation,
      6.88%, 7/03/00 (Cost $7,175,000) .........  $7,175,000      $  7,175,000
                                                                  ------------

TOTAL INVESTMENTS -- 100.3%
   (Identified Cost $437,210,778)(b) .......................       479,650,988
    Cash, receivables and other assets .....................        12,257,933
    Liabilities ............................................       (13,747,775)
                                                                  ------------
TOTAL NET ASSETS -- 100.0% .................................      $478,161,146
                                                                  ============

(a) See Note 1A.
(b) Federal Tax Information: At June 30, 2000 the net
    unrealized appreciation on investments based on cost of
    $437,210,778 for Federal income tax purposes was as
    follows:
    Aggregate gross unrealized appreciation for all
      investments in which there is an excess of value over
      tax cost .............................................     $  51,188,481
    Aggregate gross unrealized depreciation for all investments
      in which there is an excess of tax cost over value ...        (8,748,271)
                                                                  ------------
    Net unrealized appreciation ............................     $  42,440,210
                                                                 =============

                See accompanying notes to financial statements.
<PAGE>

                                 CGM REALTY FUND
--------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2000
(unaudited)

ASSETS
 Investments at value (Identified Cost -- $437,210,778) .....      $479,650,988
 Cash .......................................................             3,146
 Receivable for:
  Securities sold ............................   $  5,676,967
  Shares of the Fund sold ....................      1,493,472
  Dividends and interest (net of withholding
    of $96,423) ..............................      5,084,348        12,254,787
                                                 ------------      ------------
                                                                    491,908,921
                                                                   ------------
LIABILITIES
 Payable for:
  Securities purchased .......................     12,492,082
  Shares of the Fund redeemed ................        788,711        13,280,793
                                                 ------------
 Accrued expenses:
  Management fees ............................        319,828
  Trustees' fees .............................          8,619
  Accounting and Administration ..............          3,544
  Transfer Agent fees ........................         89,524
  Other expenses .............................         45,467           466,982
                                                 ------------      ------------
                                                                     13,747,775
                                                                   ------------
NET ASSETS ..................................................      $478,161,146
                                                                   ============
 Net Assets consist of:
  Capital paid-in ...........................................      $540,779,277
  Undistributed net investment income .......................         6,471,620
  Accumulated net realized loss .............................      (111,531,326)
  Unrealized appreciation on investments and foreign
   currency -- net ..........................................        42,441,575
                                                                   ------------
NET ASSETS ..................................................      $478,161,146
                                                                   ============
 Shares of beneficial interest outstanding, no par value  ...        37,868,943
                                                                   ============
 Net asset value per share* .................................            $12.63
                                                                   ============

* Shares of the Fund are sold and redeemed at net asset value
  ($478,161,146 /  37,868,943).

                See accompanying notes to financial statements.
<PAGE>

STATEMENT OF OPERATIONS

Six Months Ended June 30, 2000
(unaudited)

INVESTMENT INCOME
 Income:
  Dividends (net of withholding tax of $186,863) ......      $14,465,825
  Interest ............................................           81,756
                                                             -----------
                                                              14,547,581
                                                             -----------
 Expenses:
  Management fees .....................................        1,724,572
  Trustees' fees ......................................           17,757
  Accounting and Administration .......................           21,250
  Custodian ...........................................           59,900
  Transfer agent ......................................          225,883
  Audit and tax services ..............................           11,375
  Legal ...............................................           31,227
  Printing ............................................           14,516
  Registration ........................................           12,042
  Line of Credit commitment fee .......................           10,167
  Miscellaneous .......................................            2,605
                                                             -----------
                                                               2,131,294
                                                             -----------
 Net investment income ................................       12,416,287
                                                             -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND
 FOREIGN CURRENCY TRANSACTIONS
  Realized loss on investments and foreign currency
   transactions -- net ................................       (9,647,718)
  Unrealized appreciation -- net ......................       60,964,492
                                                             -----------

  Net gain on investments and foreign currency
   transactions .......................................       51,316,774
                                                             -----------

NET CHANGE IN ASSETS FROM OPERATIONS ..................      $63,733,061
                                                             ===========

                See accompanying notes to financial statements.
<PAGE>

<TABLE>
                                      CGM REALTY FUND
----------------------------------------------------------------------------------------------

STATEMENT OF CHANGES IN NET ASSETS

<CAPTION>
                                                                SIX MONTHS
                                                                   ENDED           YEAR ENDED
                                                               JUNE 30, 2000      DECEMBER 31,
                                                                (UNAUDITED)           1999
                                                               ------------        ------------
<S>                                                            <C>                 <C>
FROM OPERATIONS
  Net investment income ................................       $ 12,416,287        $ 21,586,757
  Net realized loss from investments ...................         (9,647,718)        (45,412,260)
  Unrealized appreciation ..............................         60,964,492          30,550,000
                                                               ------------        ------------
    Change in net assets from operations ...............         63,733,061           6,724,497
                                                               ------------        ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income ................................         (5,944,667)        (21,590,268)
  Tax return of capital ................................          --                 (5,419,920)
                                                               ------------        ------------
                                                                 (5,944,667)        (27,010,188)
                                                               ------------        ------------
FROM CAPITAL SHARE TRANSACTIONS
  Proceeds from sale of shares .........................        109,733,751         114,813,735
  Net asset value of shares issued in connection with
    reinvestment of:
    Dividends from net investment income ...............          5,124,238          18,377,972
    Tax return of capital ..............................          --                  4,617,260
                                                               ------------        ------------
                                                                114,857,989         137,808,967
  Cost of shares redeemed ..............................        (66,314,812)       (164,595,173)
                                                               ------------        ------------
    Change in net assets derived from capital share
      transactions .....................................         48,543,177         (26,786,206)
                                                               ------------        ------------
  Total change in net assets ...........................        106,331,571         (47,071,897)

NET ASSETS
  Beginning of period ..................................        371,829,575         418,901,472
                                                               ------------        ------------

  End of period (including undistributed net investment
    income of $6,471,620 and $0, respectively) .........       $478,161,146        $371,829,575
                                                               ============        ============
NUMBER OF SHARES OF THE FUND:
  Issued from sale of shares ...........................          9,689,935           9,813,829
  Issued in connection with reinvestment of:
    Dividends from net investment income ...............            438,719           1,619,271
    Distributions from tax return of capital ...........          --                    406,824
                                                               ------------        ------------
                                                                 10,128,654          11,839,924
    Redeemed ...........................................         (5,812,322)        (14,444,831)
                                                               ------------        ------------
    Net change .........................................          4,316,332          (2,604,907)
                                                               ============        ============
</TABLE>

                See accompanying notes to financial statements.
<PAGE>

<TABLE>
                                                    CGM REALTY FUND
-------------------------------------------------------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

<CAPTION>
                                               SIX MONTHS
                                                  ENDED                         FOR THE YEAR ENDED DECEMBER 31,
                                              JUNE 30, 2000     ---------------------------------------------------------------
                                               (UNAUDITED)       1999           1998          1997          1996          1995
                                              -------------     ------         ------        ------        ------        ------
<S>                                            <C>              <C>            <C>           <C>           <C>           <C>
For a share of the Fund outstanding
  throughout each period:
Net asset value at the beginning of
  period ................................      $11.08           $11.59         $15.60        $14.50        $10.89        $ 9.71
                                               ------           ------         ------        ------        ------        ------
Net investment income (a) ...............        0.33             0.65           0.59          0.64          0.52          0.54
Dividends from net investment income            (0.16)           (0.65)         (0.59)        (0.64)        (0.52)        (0.54)
Distributions from net realized gain ....       --               --             --            (2.03)        (0.41)        --
Distributions from tax return of capital        --               (0.16)         (0.16)        (0.04)        --            (0.14)
Distributions in excess of net investment
  income ................................       --               --             --            --            (0.12)        --
                                               ------           ------         ------        ------        ------        ------
Total Distributions .....................       (0.16)           (0.81)         (0.75)        (2.71)        (1.05)        (0.68)
                                               ------           ------         ------        ------        ------        ------
Net realized and unrealized gain (loss)
  on investments ........................        1.38            (0.35)         (3.85)         3.17          4.14          1.32
                                               ------           ------         ------        ------        ------        ------

Net increase (decrease) in net asset
  value .................................        1.55            (0.51)         (4.01)         1.10          3.61          1.18
                                               ------           ------         ------        ------        ------        ------
Net asset value at end of period ........      $12.63           $11.08         $11.59        $15.60        $14.50        $10.89
                                               ======           ======         ======        ======        ======        ======
Total Return (%) ........................        15.6              2.6          (21.2)         26.7(b)       44.1(b)       19.8(b)

Ratios:
Operating expenses to average net
  assets (%) ............................        1.05*            1.06           1.04          1.00          1.00          1.00
Operating expenses to average net
  assets before expense limitation (%)         N/A              N/A             N/A            1.07          1.25          1.68
Net income to average net assets (%)             6.12*            5.50           4.35          4.48          4.97          5.51
Portfolio turnover (%) ..................          61*              49             86           128            57            85

Net assets at end of period
  (in thousands) ($) ....................     478,161          371,830        418,901       489,449       161,727        47,694

(a) Net of reimbursement which amounted
    to ..................................      N/A              N/A             N/A          $ 0.01        $ 0.02        $ 0.07
(b) The total return would have been lower had certain expenses not been reduced during the period.
 *  Computed on an annualized basis.
</TABLE>
<PAGE>

                                CGM REALTY FUND
--------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS -- JUNE 30, 2000
(unaudited)

1.  The Fund is a diversified series of CGM Trust which is organized as a
Massachusetts business trust under the laws of Massachusetts pursuant to an
Agreement and Declaration of Trust. The Trust is registered under the
Investment Company Act of 1940 as an open-end management investment company.
The Trust has four other funds whose financial statements are not presented
herein. Along with one other fund in a separate Trust, there are six CGM funds
(CGM Funds). The Fund commenced operations on May 13, 1994. The Fund's
investment objective is to earn above-average income and long-term growth of
capital. The Fund intends to pursue its objective by investing primarily in
equity securities of companies in the real estate industry.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
preparation of financial statements in accordance with generally accepted
accounting principles in the United States requires management to make
estimates and assumptions that affect the reported amounts and disclosures in
the financial statements. Actual results could differ from those estimates.

A.  SECURITY VALUATION -- Equity securities are valued on the basis of
    valuations furnished by a pricing service, authorized by the Board of
    Trustees, which provides the last reported sale price for securities listed
    on a national securities exchange or on the NASDAQ national market system
    or, if no sale was reported and in the case of over-the-counter securities
    not so listed, the last reported bid price. Short-term investments having a
    maturity of sixty days or less are stated at amortized cost, which
    approximates value.

B.  SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME -- Security transactions
    are accounted for on the trade date (date the order to buy or sell is
    executed) and dividend income is recorded on the ex-dividend date net of
    applicable taxes. Interest income is recorded on the accrual basis. Net gain
    or loss on securities sold is determined on the identified cost basis.
    Dividend income received by the Fund from its investment in REITs may
    consist of ordinary income, capital gains and return of capital.

C.  FEDERAL INCOME TAXES -- It is the Fund's policy to comply with the
    requirements of the Internal Revenue Code applicable to regulated investment
    companies, and to distribute to its shareholders all of its taxable income
    and net realized capital gains, within the prescribed time period.
    Accordingly, no provision for federal income tax has been made. At December
    31, 1999 there were capital loss carry- overs available to offset future
    realized gains of $53,821,768 expiring in the year 2006 and $44,792,972
    expiring in the year 2007.

D.  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and distributions
    are recorded by the Fund on the ex-dividend date. The classification of
    income and capital gains distributions is determined in accordance with
    income tax regulations. Permanent book and tax differences relating to
    shareholder distributions may result in reclassifications to paid-in
    capital. Undistributed net investment income, accumulated net investment
    loss, or distributions in excess of net investment income may include
    temporary book and tax differences, which will reverse in a subsequent
    period. Any taxable income or gain remaining at fiscal year end is
    distributed in the following year.

E.  FOREIGN CURRENCY TRANSLATION -- All assets and liabilities initially
    expressed in terms of foreign currencies are translated into U.S. dollars.
    Transactions affecting statement of operations accounts and net realized
    gain/(loss) on investments are translated at the rates prevailing at the
    dates of the transactions. The Fund does not isolate that portion of the
    results of operations resulting from changes in foreign exchange rates on
    investments from the fluctuations arising from changes in market prices of
    securities held. Such fluctuations are included with the net realized and
    unrealized gain or loss from investments. Reported net realized foreign
    exchange gains or losses arise from sales of foreign currency, currency
    gains or losses realized between the trade and settlement dates on
    securities transactions and the difference between the amounts of dividends,
    interest, and foreign withholding taxes recorded on the Fund's books and the
    U.S. dollar equivalent of the amounts actually received or paid. Net
    unrealized foreign exchange gains or losses arise from changes in the value
    of assets and liabilities other than investments in securities at fiscal
    year end, resulting from changes in the exchange rate.

F.  INVESTMENT RISK -- There are certain additional risks involved in investing
    in foreign securities that are not inherent in investments in domestic
    securities. These risks may involve adverse political and economic
    developments and the possible imposition of currency exchange blockages or
    other foreign governmental laws or restrictions. In addition, the securities
    of some foreign companies and securities markets are less liquid and at
    times more volatile than securities of comparable U.S. companies and U.S.
    securities markets.

2.  PURCHASES AND SALE OF SECURITIES -- For the period ended June 30, 2000,
purchases and sales of securities other than United States government
obligations and short-term investments aggregated $179,190,037 and
$123,259,043, respectively. There were no purchases or sales of United States
government obligations.

3.  A.  MANAGEMENT FEES -- During the period ended June 30, 2000, the Fund
        incurred management fees of $1,724,572, paid or payable to the Fund's
        investment adviser, Capital Growth Management Limited Partnership
        (CGM), certain officers and directors of which are also officers and
        trustees of the Fund. The management agreement provides for a fee at
        the annual rate of 0.85% on the first $500 million of the Fund's
        average daily net assets and 0.75% on amounts in excess of $500
        million.

    B.  OTHER EXPENSES -- CGM performs certain administrative, accounting and
        other services for the Fund. The expenses of those services, which are
        paid to CGM by the Fund, include the following: (i) expenses for
        personnel performing bookkeeping, accounting and financial reporting
        functions and 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 SEC
        compliance; and (iii) registration, filing and other fees in
        connection with requirements of regulatory authorities. For the period
        ended June 30, 2000 these expenses amounted to $21,250 and are shown
        separately in the financial statements as Accounting and
        Administration.

    C.  TRUSTEES FEES AND EXPENSES -- The Fund does not pay any compensation
        directly to its officers or to any trustees who are directors,
        officers or employees of CGM, or any affiliate of CGM (other than
        registered investment companies). Each other trustee is compensated by
        the six CGM Funds with an annual fee of $37,000 plus travel expenses
        for each meeting attended. Of this amount, each fund was responsible
        for $3,000 per trustee plus an annual variable fee calculated based on
        the proportion of each fund's average net assets relative to the
        aggregate average net assets of the CGM Funds, which for the six month
        period ended June 30, 2000 was $1,833 for the Fund.

4.  LINE OF CREDIT -- The Fund has a $20,000,000 committed unsecured line of
credit with its custodian bank. Borrowings under the line will be charged
interest at 0.75% over the current Overnight Federal Funds Rate. The Fund will
incur a commitment fee of 0.10% per annum on the unused portion of the line of
credit, payable quarterly. There were no borrowings under the line of credit
during the period ended June 30, 2000.
<PAGE>

CGM
REALTY FUND

25th Quarterly Report
June 30, 2000

A No-Load Fund

          Investment Adviser
[logo]    CAPITAL GROWTH MANAGEMENT
          Limited Partnership

INVESTMENT ADVISER

CAPITAL GROWTH MANAGEMENT
LIMITED PARTNERSHIP
Boston, Massachusetts 02110

-----------------------------------
TELEPHONE NUMBERS

For information about:
[] Account Procedures and Status

[] Redemptions

[] Exchanges

   Call 800-343-5678

[] New Account Procedures

[] Prospectuses

[] Performance

   Call 800-345-4048

-----------------------------------
MAILING ADDRESSES

FOR EXISTING ACCOUNTS

Boston Financial Data Services
P.O. Box 8511
Boston, MA 02266-8511

FOR NEW ACCOUNT APPLICATIONS ONLY

The CGM Funds
P.O. Box 449
Boston, MA 02117-0449
-----------------------------------

This report has been prepared for the shareholders of the Fund and is not
authorized for distribution to current or prospective investors in the Fund
unless it is accompanied or preceded by a prospectus.

RQR2 00                                                      Printed in U.S.A.

<PAGE>

To Our Shareholders:
--------------------------------------------------------------------------------

CGM Focus Fund increased 8.4% during the second quarter of 2000 compared to the
Standard and Poor's 500 Index which lost -2.7%. For the first six months of the
year, CGM Focus Fund rose 6.8% and the S&P 500 lost -0.4%.

Are the six interest rate hikes voted by the Federal Reserve Board since June
1999 sufficient to cool off a red-hot economy? At its meeting on June 28, 2000,
the Fed decided no further rate increases were necessary in light of some
slowing in consumer spending, a decrease in housing starts and a decline in
consumer confidence. However, the economic data is anything but clear cut: new
orders for durable goods dropped sharply in April but rebounded in a big way in
May. The Fed has seven weeks to monitor economic data and then decide if
additional rate increases are needed to achieve the desired slowing without
toppling the economy into recession. In the meantime, the effort to cool the
economy is getting some help from rising energy costs, in particular gasoline
prices which can act somewhat like a rate hike or tax increase siphoning off
funds that could be spent elsewhere.

Aside from looming questions about the economy, the equity market seems to be
operating on a healthier footing now than in early March when speculative
excesses were so prevalent in technology issues. The NASDAQ Composite Index fell
-37% from March 10th to May 23rd of this year and despite some recovery, is
still down -23% from its high. The excitement over "new economy" companies has
dissipated in the shadow of a growing number of dot-com bankruptcies. Instead,
investor attention is reverting to "old economy" companies and also to real
estate investment trusts, which may indicate a broadening market.

Interest rates are not much changed since March 31st of this year with U.S.
Treasury Bills yielding about 5.65% and the Ten-year Treasury bond selling to
yield about 6.10% at June 30. The Ten-year Treasury bond will be closely watched
by investors to gauge the bond market's perception of economic strength as a
clue to future Fed policy. Though equity investors would presumably welcome a
modest economic slowdown, we believe most attention will be focused on
individual issues rather than on any large market moves.

The CGM Focus Fund portfolio is 42% invested in securities sold short. The three
largest short positions are Amazon.com, Inc., Global Crossing Ltd., and Level 3
Communications, Inc. The Fund's three largest holdings (excluding short
positions) are Micron Technology, Inc., Tubos de Acero de Mexico, S.A. ADRs and
Dataram Corporation.

I would also like to report on June 16, 2000 a French financial-services
company, Caisse des Depots Group, agreed to purchase Nvest Companies L.P. who
holds a passive limited partnership interest in Capital Growth Management. This
transaction will not affect the management of Capital Growth Management or the
CGM Funds.

                                             /s/ Robert L. Kemp

                                                 Robert L. Kemp
                                                 President

July 5, 2000

<PAGE>

                                 CGM FOCUS FUND
--------------------------------------------------------------------------------

INVESTMENT PERFORMANCE
(unaudited)
------------------------------------------------------
Total Return for Periods Ended June 30, 2000

                                            CGM FOCUS
                                               FUND
                                            ----------
1 Year ..................................      +6.6%
6 Months ................................      +6.8
3 Months ................................      +8.4

The Fund's average annual total return since inception (September 3, 1997)
through June 30, 2000 is +4.2%. The adviser has agreed to limit the Fund's
total operating expenses to 1.20% of its average net assets through December
31, 2000. Otherwise, the Fund's total return since inception, and for the one-
year, six-month, and three-month periods ended June 30, 2000, would have been
lower.

The performance data contained in this report represents past performance, which
is no guarantee of future results. The investment return and the principal value
of an investment in the Fund will fluctuate so that investors' shares, when
redeemed, may be worth more or less than their original cost.

<PAGE>

                                 CGM FOCUS FUND
--------------------------------------------------------------------------------

BOARD OF TRUSTEES
PETER O. BROWN
G. KENNETH HEEBNER
ROBERT L. KEMP
ROBERT B. KITTREDGE
LAURENS MACLURE
JAMES VAN DYKE QUEREAU, JR.
J. BAUR WHITTLESEY

OFFICERS
ROBERT L. KEMP, President
G. KENNETH HEEBNER, Vice President
LESLIE A. LAKE, Vice President and Secretary
KATHLEEN S. HAUGHTON, Vice President
MARTHA I. MAGUIRE, Vice President
W. DUGAL THOMAS, Vice President
MARY L. STONE, Assistant Vice President
FRANK N. STRAUSS, Treasurer

INVESTMENT ADVISER
CAPITAL GROWTH MANAGEMENT LIMITED PARTNERSHIP
Boston, Massachusetts 02110

TRANSFER AND DIVIDEND PAYING
AGENT AND CUSTODIAN OF ASSETS
STATE STREET BANK AND TRUST COMPANY
Boston, Massachusetts 02102

SHAREHOLDER SERVICING AGENT
FOR STATE STREET BANK AND
TRUST COMPANY
BOSTON FINANCIAL DATA SERVICES, INC.
P.O. Box 8511
Boston, Massachusetts 02266-8511

<PAGE>

<TABLE>
                                     CGM FOCUS FUND
----------------------------------------------------------------------------------------------

INVESTMENTS AS OF JUNE 30, 2000
(unaudited)

COMMON STOCKS -- 87.2% OF TOTAL NET ASSETS

                                                                      SHARES         VALUE(a)
                                                                     --------     ------------
<S>                                                                    <C>        <C>
CONSUMER DURABLES -- 5.1%
Koninklijke Philips Electronics Sponsored ADR (b) ..............       60,000     $  2,850,000
                                                                                  ------------
ELECTRONIC AND COMMUNICATION EQUIPMENT -- 6.2%
Dataram Corporation (c) ........................................      120,000        3,450,000
                                                                                  ------------
ELECTRONIC COMPONENTS -- 11.8%
Advanced Micro Devices, Inc. (c)(d) ............................       34,000        2,626,500
Micron Technology, Inc. (c)(d) .................................       45,000        3,962,813
                                                                                  ------------
                                                                                     6,589,313
                                                                                  ------------
HOUSING -- 3.4%
William Lyon Homes (c) .........................................      288,300        1,909,988
                                                                                  ------------
LEISURE -- 1.6%
Station Casinos, Inc. (c) ......................................       35,000          875,000
                                                                                  ------------
METALS AND MINING -- 4.1%
Inco Limited (c) ...............................................      150,000        2,306,250
                                                                                  ------------
OIL -- INDEPENDENT PRODUCTION -- 19.5%
Anadarko Petroleum Corp. .......................................       40,000        1,972,500
Apache Corporation .............................................       50,000        2,940,625
Devon Energy Corporation .......................................       50,000        2,809,375
EOG Resources, Inc. ............................................       95,000        3,182,500
                                                                                  ------------
                                                                                    10,905,000
                                                                                  ------------
OIL -- SERVICE -- 6.6%
Tubos de Acero de Mexico, S.A. ADR (b)(e) ......................      264,000        3,663,000
                                                                                  ------------
PAPER PRODUCTS/CONSUMER -- 4.4%
Asia Pulp & Paper Ltd. Sponsored ADR (b)(c) ....................      488,000        2,470,500
                                                                                  ------------
STEEL -- 14.7%
Companhia Siderurgica National Sponsored ADR (b)(d) ............       85,000        2,619,062
Ispat International N.V. ADR (b) ...............................      281,500        2,674,250
Pohang Iron & Steel Co., Ltd. Sponsored ADR (b)(d) .............      120,000        2,880,000
                                                                                  ------------
                                                                                     8,173,312
                                                                                  ------------
TELEPHONE -- 5.1%
Telefonos de Mexico, S.A. de C.V. (b)(e) .......................       50,000        2,856,250
                                                                                  ------------
TEXTILE AND APPAREL -- 4.7%
Timberland Company (c) .........................................       37,000        2,620,062
                                                                                  ------------
   TOTAL COMMON STOCKS (Identified Cost $46,834,932) ........................       48,668,675
                                                                                  ------------
COMMON STOCK WARRANTS -- 0.0%
Asia Pulp & Paper Company Ltd., Exp. 7/27/00
  (Identified Cost $512,400) (c) ...............................      146,400         $  2,288
                                                                                  ------------
SHORT-TERM INVESTMENT -- 0.9%
                                                                     FACE
                                                                    AMOUNT
American Express Credit Corporation, 6.88%, 7/03/00 (Cost
  $480,000) ....................................................     $480,000          480,000
                                                                                  ------------
TOTAL INVESTMENTS -- 88.1% (Identified Cost $47,827,332) (f) ................       49,150,963
   Cash, receivables and other assets .......................................       32,471,841
   Liabilities ..............................................................      (25,809,667)
                                                                                  ------------
TOTAL NET ASSETS -- 100.0% ..................................................     $ 55,813,137
                                                                                  ============
SECURITIES SOLD SHORT -- 42.2% (PROCEEDS $28,936,053)
                                                                    SHARES
Amazon.com, Inc. ...............................................      240,000     $  8,715,000
Commerce One, Inc. .............................................       25,000        1,134,375
EchoStar Communications Corporation ............................       40,000        1,324,375
Global Crossing Ltd. ...........................................      150,000        3,946,875
Level 3 Communications, Inc. ...................................       28,000        2,464,000
Nextlink Communications, Inc. ..................................       50,000        1,896,875
Teligent, Inc. .................................................       80,000        1,890,000
VerticalNet, Inc. ..............................................       30,000        1,108,125
Winstar Communications, Inc. ...................................       32,500        1,100,938
                                                                                  ------------
                                                                                  $ 23,580,563
                                                                                  ------------

(a) See Note 1A.
(b) An American Depositary Receipt (ADR) is a certificate issued by a U.S. bank representing
    the right to receive securities of the foreign issuer described. The values of ADRs are
    significantly influenced by trading on exchanges not located in the United States or Canada.
(c) Non-income producing security.
(d) A portion of this security has been segregated as collateral in connection with short sale
    investments (See Note 1F).
(e) The Fund has greater than 10% of its net assets at June 30, 2000 invested in ADRs from Mexico.
(f) Federal Tax Information: At June 30, 2000 the net unrealized appreciation
    on investments based on cost of $47,827,332 for Federal income tax purposes
    was as follows:
    Aggregate gross unrealized appreciation for all investments in which there
      is an excess of value over tax cost ...................................     $  5,941,911
    Aggregate gross unrealized depreciation for all investments in which there
      is an excess of tax cost over value ...................................       (4,618,280)
                                                                                  ------------
    Net unrealized appreciation .............................................     $  1,323,631
                                                                                  ============
</TABLE>

                See accompanying notes to financial statements.
<PAGE>

                                 CGM FOCUS FUND
--------------------------------------------------------------------------------

STATEMENT OF
ASSETS AND LIABILITIES

June 30, 2000
(unaudited)

ASSETS
 Investments at value (Identified cost -- $47,827,332) .....     $  49,150,963
 Cash ......................................................               830
 Restricted cash ...........................................        29,605,854
                                                                 -------------
 Receivable for:
  Securities sold .........................      $ 2,762,395
  Shares of the Fund sold .................            3,440
  Dividends and interest (net of
    withholding tax of $2,421) ............           48,550
  Foreign tax reclaim .....................           11,333         2,825,718
                                                                 -------------
 Unamortized organizational expenses .......................            39,439
                                                                 -------------
                                                                    81,622,804
                                                                 -------------
LIABILITIES
 Securities sold short at current market
   value (Proceeds $28,936,053) ...........       23,580,563
 Payable for:
  Securities purchased ....................        1,963,581
  Shares of the Fund redeemed .............          164,650        25,708,794
                                                 -----------     -------------
 Accrued expenses:
  Management fees .........................           27,276
  Trustees' fees ..........................            4,994
  Accounting and Administrative fees ......            1,000
  Transfer Agent Fees .....................           27,212
  Other expenses ..........................           40,391           100,873
                                                 -----------     -------------
                                                                    25,809,667
                                                                 -------------
NET ASSETS .................................................     $  55,813,137
                                                                 =============
 Net Assets consist of:
  Capital paid-in ..........................................     $  63,260,194
  Undistributed net investment income ......................           502,708
  Accumulated net realized loss ............................       (14,628,885)
  Unrealized appreciation on investments -- net ............         6,679,120
                                                                 -------------
NET ASSETS .................................................     $  55,813,137
                                                                 =============
 Shares of beneficial interest outstanding, no par value ...         4,979,902
                                                                 =============
 Net asset value per share* ................................            $11.21
                                                                 =============

* Shares of the Fund are sold and redeemed at net asset value
  ($55,813,137 / 4,979,902).

                See accompanying notes to financial statements.
<PAGE>

STATEMENT OF OPERATIONS

Six Months Ended June 30, 2000
(unaudited)

INVESTMENT INCOME
 Income
  Dividends (net of withholding tax of $51,199) .............    $     367,890
  Interest ..................................................          470,860
                                                                 -------------
                                                                       838,750
                                                                 -------------
 Expenses
  Management fees ...........................................          279,035
  Trustees' fees ............................................           10,500
  Accounting and Administration .............................            6,000
  Custodian .................................................           31,930
  Transfer agent ............................................           87,800
  Audit and tax services ....................................           16,630
  Legal .....................................................            3,940
  Printing ..................................................           11,380
  Registration ..............................................           12,145
  Amortization of organization expense ......................            9,053
  Line of credit commitment fee .............................           12,639
  Dividend expense on short sales ...........................            1,200
  Miscellaneous .............................................              960
                                                                 -------------
                                                                       483,212
 Less expenses assumed by the investment adviser ............         (147,170)
                                                                 -------------
 Net expenses ...............................................          336,042
                                                                 -------------
 Net investment income ......................................          502,708
                                                                 -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
 Realized gain on investments -- net ........................        8,374,367
 Unrealized depreciation -- net .............................       (6,192,628)
                                                                 -------------
 Net gain on investments ....................................        2,181,739
                                                                 -------------
NET CHANGE IN ASSETS FROM OPERATIONS ........................    $   2,684,447
                                                                 =============

                See accompanying notes to financial statements.
<PAGE>

<TABLE>
                                        CGM FOCUS FUND
-------------------------------------------------------------------------------------------------

STATEMENT OF CHANGES IN NET ASSETS

<CAPTION>
                                                                    SIX MONTHS
                                                                      ENDED          YEAR ENDED
                                                                   JUNE 30, 2000    DECEMBER 31,
                                                                    (UNAUDITED)         1999
                                                                   -------------    -------------
<S>                                                                <C>              <C>
FROM OPERATIONS
  Net investment income ........................................   $     502,708    $     185,736
  Net realized gain from investments ...........................       8,374,367          374,370
  Unrealized appreciation (depreciation) .......................      (6,192,628)       3,966,292
                                                                   -------------    -------------
    Change in net assets from operations .......................       2,684,447        4,526,398
                                                                   -------------    -------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income ........................................            --           (198,376)
                                                                   -------------    -------------
FROM CAPITAL SHARE TRANSACTIONS
  Proceeds from sale of shares .................................       2,276,170        7,202,078
  Net asset value of shares issued in connection with
    reinvestment of:
    Dividends from net investment income .......................            --            186,419
                                                                   -------------    -------------
                                                                       2,276,170        7,388,497
  Cost of shares redeemed ......................................     (18,023,262)     (53,164,412)
                                                                   -------------    -------------
    Change in net assets derived from capital share transactions     (15,747,092)     (45,775,915)
                                                                   -------------    -------------
  Total change in net assets ...................................     (13,062,645)     (41,447,893)

NET ASSETS
  Beginning of period ..........................................      68,875,782      110,323,675
                                                                   -------------    -------------
  End of period (including undistributed net investment
    income of $502,708 and $0, respectively) ...................   $  55,813,137    $  68,875,782
                                                                   =============    =============
NUMBER OF SHARES OF THE FUND:
  Issued from sale of shares ...................................         222,402          751,376
  Issued in connection with reinvestment of:
    Dividends from net investment income .......................            --             18,082
                                                                   -------------    -------------
                                                                         222,402          769,458
  Redeemed .....................................................      (1,803,202)      (5,571,495)
                                                                   -------------    -------------
  Net change ...................................................      (1,580,800)      (4,802,037)
                                                                   =============    =============

                                         See accompanying notes to financial statements.
</TABLE>
<PAGE>

<TABLE>
                                                       CGM FOCUS FUND
--------------------------------------------------------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
<CAPTION>
                                                                                                                  FOR THE PERIOD
                                                                                                                   SEPTEMBER 3,
                                               SIX MONTHS                                                            1997(a)
                                                  ENDED                 YEAR ENDED DECEMBER 31,                      THROUGH
                                              JUNE 30, 2000        ---------------------------------               DECEMBER 31,
                                               (UNAUDITED)               1999                    1998                  1997
                                              -------------             ------                  ------            --------------
<S>                                              <C>                    <C>                     <C>                   <C>
For a share of the Fund outstanding
  throughout the period:
Net asset value at the beginning of period       $10.50                 $ 9.71                  $ 9.38                $10.00
                                                 ------                 ------                  ------                ------
Net investment income (loss) (b) ..........        0.10                   0.03                   (0.07)(c)             (0.02)(c)
Dividends from net investment income ......         --                   (0.03)                    --                    --
Net realized and unrealized gain (loss) on
  investments                                      0.61                   0.79                    0.40(d)              (0.60)
                                                 ------                 ------                  ------                ------
Net increase (decrease) in net asset value         0.71                   0.79                    0.33                 (0.62)
                                                 ------                 ------                  ------                ------
Net asset value at end of period ..........      $11.21                 $10.50                  $ 9.71                $ 9.38
                                                 ======                 ======                  ======                ======
Total Return (%) (e) ......................         6.8                    8.5                     3.5                 (6.20)(f)
Ratios:
Operating expenses to average net assets(%)        1.20(g)(h)             1.21(h)                 1.20                  1.20(g)
Operating expenses to average net assets
  before expense limitation (%) ...........        1.73(g)                1.55                    1.40                  1.63(g)
Net income (loss) to average net assets (%)        1.80(g)                0.23                   (0.65)                (0.83)(g)
Portfolio turnover (%) ....................         525(g)                 288                     340                   330(g)
Net assets at end of period (in thousands)($)    55,813                 68,876                 110,324                98,786

(a)  Commencement of operations.
(b)  Net of reimbursement which amounted to      $ 0.03                 $ 0.04                  $ 0.02                $ 0.01
(c)  Per share net investment loss does not reflect the period's reclassification of permanent differences between book and tax
     basis net investment loss. See note 1D.
(d)  The amount shown for a share outstanding does not correspond with the aggregate net gain/(loss) on investments for
     the period ended December 31, 1998, due to the timing of purchases and redemptions of fund shares in relation to
     fluctuating market values of the investments of the Fund.
(e)  The total return would have been lower had certain expenses not been reduced during the period.
(f)  Not computed on an annualized basis.
(g)  Computed on an annualized basis.
(h)  Includes the dividend expense on short sales which are excluded from the voluntary expense limitation of 1.20%. See note 4.

                                         See accompanying notes to financial statements.
</TABLE>
<PAGE>

                                 CGM FOCUS FUND
--------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS -- JUNE 30, 2000
(unaudited)

1.  The Fund is a non-diversified series of CGM Trust which is organized as a
Massachusetts business trust under the laws of Massachusetts pursuant to an
Agreement and Declaration of Trust. The Trust is registered under the
Investment Company Act of 1940 as an open-end management investment company.
The Trust has four other funds whose financial statements are not presented
herein. Along with one other fund in a separate Trust, there are six CGM funds
(CGM Funds). The Fund's investment objective is long-term growth of capital.
The Fund intends to pursue its objective by investing in a core position of
equity securities. In addition, should the investment outlook of the Fund's
investment manager so warrant, the Fund may engage in a variety of investment
techniques designed to capitalize on declines in the price of specific equity
securities of one or more companies.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
preparation of financial statements in accordance with generally accepted
accounting principles in the United States requires management to make
estimates and assumptions that affect the reported amounts and disclosures in
the financial statements. Actual results could differ from those estimates.

A.  SECURITY VALUATION -- Equity securities are valued on the basis of
    valuations furnished by a pricing service, authorized by the Board of
    Trustees, which provides the last reported sale price for securities
    listed on a national securities exchange or on the NASDAQ national market
    system or, if no sale was reported and in the case of over-the-counter
    securities not so listed, the last reported bid price.
    Short-term investments having a maturity of sixty days or less are stated
    at amortized cost, which
    approximates value.

B.  SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME -- Security
    transactions are accounted for on the trade date (date the order to buy or
    sell is executed) and dividend income is recorded on the
    ex-dividend date net of applicable taxes. Interest income is recorded on
    the accrual basis. Net gain or loss on securities sold is determined on
    the identified cost basis.

C.  FEDERAL INCOME TAXES -- It is the Fund's policy to comply with the
    requirements of the Internal Revenue Code applicable to regulated investment
    companies, and to distribute to its shareholders all of its taxable income
    and net realized capital gains, within the prescribed time period.
    Accordingly, no provision for federal income tax has been made. At December
    31, 1999 there were capital loss carryovers available to offset future
    realized gains of $13,022,258 expiring in the year 2005, $8,539,209 expiring
    in the year 2006, and $1,052,753 expiring in the year 2007.

D.  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and distributions
    are recorded by the Fund on the ex-dividend date. The classification of
    income and capital gains distributions is determined in accordance with
    income tax regulations. Undistributed net investment income, accumulated net
    investment loss, or distributions in excess of net investment income may
    include temporary book and tax differences, which will reverse in a
    subsequent period. Any taxable income or gain remaining at fiscal year end
    is distributed in the following year.

E.  ORGANIZATION EXPENSE -- Costs incurred in 1997 in connection with the Fund's
    organization and registration amounting to $90,771 have been paid by the
    Fund. These costs are being amortized over 60 months beginning September 3,
    1997.

F.  SHORT SALES -- The Fund may sell securities short. A short sale is a
    transaction in which the Fund sells a security it does not own in
    anticipation that the market price of that security will decline. When the
    Fund makes a short sale, it must borrow the security sold short to make
    delivery to the buyer. The Fund then is obligated to replace the security
    borrowed by purchasing the security at the market price at the time of
    replacement. While the short sale is outstanding, the Fund is required to
    collateralize its obligations, which has the practical effect of limiting
    the extent to which the Fund may engage in short sales. At June 30, 2000 the
    market value of securities and cash segregated to cover short positions was
    $8,611,174 and $29,605,854, respectively. Securities sold short at June 30,
    2000 and their related market values are set forth in the schedule of
    investments.

G.  INVESTMENT RISK -- There are certain additional risks involved in investing
    in foreign securities that are not inherent in investments in domestic
    securities. These risks may involve adverse political and economic
    developments and the possible imposition of currency exchange blockages or
    other foreign governmental laws or restrictions. In addition, the securities
    of some foreign companies and securities markets are less liquid and at
    times more volatile than securities of comparable U.S. companies and U.S.
    securities markets.

2.  PURCHASES AND SALES OF SECURITIES -- For the period ended June 30, 2000,
purchases and sales of securities other than United States government
obligations and short-term investments aggregated $215,752,890 and
$255,684,600, respectively. There were no purchases or sales of United States
government obligations.

3.  A.  MANAGEMENT FEES -- During the period ended June 30, 2000, the Fund
        incurred management fees of $279,035, paid or payable to the Fund's
        investment adviser, Capital Growth Management Limited Partnership
        (CGM), certain officers and directors of which are also officers and
        trustees of the Fund. The management agreement provides for a fee at
        the annual rate of 1.00% on the first $500 million of the Fund's
        average daily net assets, 0.95% of the next $500 million and 0.90% on
        amounts in excess of $1 billion. CGM waived a portion of its fee. See
        Note 4.

    B.  OTHER EXPENSES -- CGM performs certain administrative, accounting and
        other services for the Fund. The expenses of those services, which are
        paid to CGM by the Fund, include the following: (i) expenses for
        personnel performing bookkeeping, accounting and financial reporting
        functions and 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
        questionnaires for SEC compliance; and (iii) registration, filing and
        other fees in connection with requirements of regulatory authorities.
        For the period ended June 30, 2000 these expenses amounted to $6,000 and
        are shown separately in the financial statements as Accounting and
        Administration.

    C.  TRUSTEES FEES AND EXPENSES -- The Fund does not pay any compensation
        directly to its officers or to any trustees who are directors, officers
        or employees of CGM, or any affiliate of CGM, (other than registered
        investment companies). Each other trustee is compensated by the six CGM
        Funds with an annual fee of $37,000 plus travel expenses for each
        meeting attended. Of this amount, each fund was responsible for $3,000
        per trustee plus an annual variable fee calculated based on the
        proportion of each fund's average net assets relative to the aggregate
        average net assets on the CGM Funds, which for the six month period
        ended June 30, 2000 was $383 for the Fund.

4.  EXPENSE LIMITATION -- Until December 31, 2000 and, thereafter until
further notice to the Fund, CGM has voluntarily agreed to reduce its
management fee and, if necessary, to assume expenses of the Fund in order to
limit the Fund's expenses to an annual rate of 1.20% of average daily net
assets exclusive of any dividend expense incurred on short sales. For the
period ended June 30, 2000, CGM waived $147,170 of its management fee. The
Fund incurred operating expenses of $334,842, representing 1.20% of the
average daily net assets.

5.  LINE OF CREDIT -- The Fund has a $20,000,000 committed, secured line of
credit with its custodian bank. Borrowings under the line will be charged
interest at 0.75% over the current Overnight Federal Funds Rate. The Fund will
incur a commitment fee of 0.125% per annum on the unused portion of the line
of credit, payable quarterly. There were no borrowings under the line of
credit during the period ended June 30, 2000.

<PAGE>

CGM
FOCUS FUND

11th Quarterly Report
June 30, 2000

A No-Load Fund

          Investment Adviser
[logo]    CAPITAL GROWTH MANAGEMENT
          Limited Partnership

INVESTMENT ADVISER

CAPITAL GROWTH MANAGEMENT
LIMITED PARTNERSHIP
Boston, Massachusetts 02110

-----------------------------------
TELEPHONE NUMBERS

For information about:
[] Account Procedures and Status

[] Redemptions

[] Exchanges

   Call 800-343-5678

[] New Account Procedures

[] Prospectuses

[] Performance

   Call 800-345-4048

-----------------------------------
MAILING ADDRESSES

FOR EXISTING ACCOUNTS

Boston Financial Data Services
P.O. Box 8511
Boston, MA 02266-8511

FOR NEW ACCOUNT APPLICATIONS ONLY

The CGM Funds
P.O. Box 449
Boston, MA 02117-0449
-----------------------------------

This report has been prepared for the shareholders of the Fund and is not
authorized for distribution to current or prospective investors in the Fund
unless it is accompanied or preceded by a prospectus.

FFQR2 00                                                     Printed in U.S.A.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission