N-CSRS 1 cgmncsrs06302017doc.htm CGM TRUST SEMI ANNUAL REPORTS CGM N-CSRS 06-30-2017 Combined Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-00082

CGM TRUST
(Exact name of registrant as specified in charter)

One International Place, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)

Barry N. Hurwitz, Esq.
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, MA 02110
(Name and address of agent for service)


Registrant's telephone number, including area code: 1-617-737-3225
                                                   
Date of fiscal year end: December 31, 2017

Date of reporting period: June 30, 2017


ITEM 1. REPORTS TO STOCKHOLDERS.




INVESTMENT ADVISER
CAPITAL GROWTH MANAGEMENT
LIMITED PARTNERSHIP
Boston, Massachusetts 02110







TELEPHONE NUMBERS
For information about:
n
Account Procedures
n
Purchases
n
Redemptions
n
Exchanges Call 800-343-5678
n
New Account Procedures and Status
n
Prospectuses
n
Performance
n
Proxy Voting Policies and Voting Records
n
Complete Schedule of Portfolio Holdings
for the 1st & 3rd Quarters (as filed on Form N-Q)
Call 800-345-4048
 
 
 
MAILING ADDRESS
CGM Shareholder Services
c/o Boston Financial Data Services
P.O. Box 8511
Boston, MA 02266-8511
 
 
WEBSITE
www.cgmfunds.com
 
 
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.
 
 
MQR217
 Printed in U.S.A.
 
CGM
Mutual Fund

349th Quarterly Report
June 30, 2017

A No-Load Fund































fencerinvestmentadvisor_mf.jpg



 
To Our Shareholders:
CGM Mutual Fund increased 1.4% during the second quarter of 2017 compared to a return of 3.1% for the Standard and Poor’s 500 Index (S&P 500 Index) and 1.5% for the BofA Merrill Lynch U.S. Corporate, Government and Mortgage Index. For the first six months of the year, CGM Mutual Fund returned 4.7%, the S&P 500 Index, 9.3% and the BofA Merrill Lynch U.S. Corporate, Government and Mortgage Index, 2.4%.
The positive performance of U.S. stocks early in 2017 continued into the second quarter of the year despite some mixed economic news in April. Manufacturing activity continued to expand, but at a slightly slower pace according to the Institute for Supply Management. Since the end of the recession, businesses have been slow to increase investment which has led to sluggish but continued growth in the manufacturing sector. This is substantiated by the Commerce Department’s report on orders for durable goods which showed a monthly increase in March of only 0.7%. Despite March’s low unemployment rate of 4.5%, U.S. consumers demonstrated continued restraint in spending and the Commerce Department reported a disappointing 0.2% drop in retail sales for March and revised its February estimate to a 0.3% decline. This muted consumer demand contributed to the meager growth in gross domestic product which the Commerce Department initially reported as expanding at only a 0.7% annual rate in the first quarter though later revised to a 1.4% annual rate. But the GDP report also included other signs of increased business investment, rising consumer confidence and rising consumer income which may improve economic growth going forward.
Improving economic indicators in May continued to boost stock performance. While the manufacturing sector continued its slow expansion, the Institute for Supply Management reported accelerating growth in the non-manufacturing sector. Further evidence of economic growth came from the Federal Reserve’s report on April industrial production, which increased by 1% from the prior month in its largest monthly gain in more than three years. Commerce
 
Department April reports on consumer spending showed improvement with monthly retail sales and the personal consumption rate each increasing by 0.4%. Additionally, the University of Michigan Consumer Sentiment Index rose to its highest reading since January reaching 97.1 in May. Increased consumer spending and strong consumer confidence suggest potential for expanding growth in the economy.
While the April Personal Consumption Expenditure Index (the index the Fed consults when planning interest rate adjustments) came in at 1.7%, falling short of the Fed’s desired 2%, some signs of upward inflation pressure emerged. The Labor Department’s April Producer Price Index for Final Demand, which measures the prices U.S. companies receive for their goods and services, grew to its highest level in five years, increasing 2.5% year over year. The Labor Department’s measure of import prices also experienced 4.1% annual growth in April from a year earlier. However these indicators were tempered by oil prices that dropped into bear market territory in June. Falling energy prices generally weigh on inflation and often drive investors to U.S. treasuries. Oil prices have declined through much of the year despite production cuts by OPEC and other oil producing nations. These cuts have been offset in part by increased production from the U.S. shale oil industry which has continued to increase its exports after Congress lifted its export ban in 2015.
Despite conflicting inflation indicators, low unemployment and continued economic expansion prompted the Fed to raise interest rates by 0.25% in June. The Fed indicated further economic expansion would allow it to begin reducing the portfolio of bonds and other assets that it purchased to stimulate the economy in response to the recession of 2007 - 2009. As this news was widely anticipated, it had very little impact on the stock market. Strong corporate profits and improving global economic conditions helped stock prices continue to climb through the end of the quarter. Technology stocks have outperformed other sectors through the first half of the year. These stocks pulled back at the end

1

 
CGM MUTUAL FUND
 

of the quarter while bank stocks rose on news that all of the 34 largest U.S. banks passed the Fed’s capital requirements test mandated by the Dodd-Frank Act. Several banks immediately increased their dividends. Accelerating global economic expansion sent stocks higher, especially in the Eurozone and encouraged some central banks, including the European Central Bank, to suggest they may begin reducing their stimulus programs, which could increase yields on government bonds.
The yield on the 10-year U.S. Treasury bond started the quarter at 2.4% and fell as low as 2.1% before ending at 2.3% on June 30. Low inflation, the tepid momentum of the U.S. economic expansion and concerns about the Trump administration’s ability to push its tax and spending policies through Congress have all played a part in holding bond yields down. Additionally, the geopolitical uncertainties in North Korea and Syria and the lower yields offered by government bonds in Europe and Japan have drawn investors to U.S. Treasuries. The S&P 500 Index was priced at 24.2 times the trailing twelve month earnings as of June 30. While U.S. stocks remain expensive, we believe the recent increase in the global economic expansion combined with strong earnings reports in several sectors of the U.S. economy should offer ample opportunities in U.S. stocks.
On June 30, 2017, CGM Mutual Fund was 26.3% invested in short-term U.S. Treasury Notes. The three largest industry positions in the equity portion of the portfolio were in commercial banks, money center banks and broker/dealers. The Fund’s three largest equity holdings were Citigroup Inc., Bank of America Corporation (commercial banks) and Itau Unibanco Holding S.A. ADR (money center bank).
            
davesignature.jpg
David C. Fietze
President
July 5, 2017

2

 
CGM MUTUAL FUND
 

INVESTMENT PERFORMANCE
(unaudited)
 
 
 
Total Returns for Periods Ended June 30, 2017
 
 
 
 
 
The Fund's Cumulative Total Return (%)
 
The Fund's Average Annual Total Return (%)
10 Years
+
  56.8
 
 
+
    4.6
 
 5 Years
+
  51.2
 
 
+
    8.6
 
 1 Year
+
  20.7
 
 
+
  20.7
 
 3 Months
+
    1.4
 
 
 
 
The performance data contained in the report represent past performance, which is no guarantee of future results. The table above does not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares and assumes the reinvestment of all Fund distributions.
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. Current performance may be higher or lower than the performance data quoted.


3

 
CGM MUTUAL FUND
 

PORTFOLIO DIVERSIFICATION as of June 30, 2017
(unaudited)
COMMON STOCKS
Industry
Percent of Net Assets

Commercial Banks
16.5
%
Banks - Money Center
8.6

Broker/Dealers
7.8

Metals and Mining
7.2

Electronic Components
6.9

Airlines
5.2

Light Capital Goods
4.8

Retail
3.7

Peripherals
3.7

Leisure
2.4

Beverages and Tobacco
2.0

Home Products
1.7

Insurance
1.4

Health Care Services
1.2

BONDS
United States Treasury Notes
26.3

SCHEDULE OF INVESTMENTS as of June 30, 2017
(unaudited)
COMMON STOCKS — 73.1% OF TOTAL NET ASSETS
Airlines — 5.2%
Shares
 
Value(a)

Copa Holdings, S.A.
172,000


$
20,124,000








Banks - Money Center — 8.6%






Banco Bradesco S.A. ADR (b)
1,500,000


12,750,000


Itau Unibanco Holding S.A. ADR (b)
1,850,000


20,442,500






33,192,500

Beverages and Tobacco — 2.0%






Constellation Brands, Inc.
40,000


7,749,200





Broker/Dealers — 7.8%






Morgan Stanley
430,000


19,160,800


The Charles Schwab Corporation
260,000


11,169,600





30,330,400

Commercial Banks — 16.5%






Bank of America Corporation
880,000


21,348,800


Citigroup Inc.
400,000


26,752,000


JPMorgan Chase & Co.
175,000


15,995,000




64,095,800


See accompanying notes to financial statements.
4

 
CGM MUTUAL FUND
 

SCHEDULE OF INVESTMENTS as of June 30, 2017 (continued)
(unaudited)
COMMON STOCKS (continued)
Electronic Components — 6.9%
Shares
 
Value(a)

Advanced Micro Devices, Inc. (c)
250,000


$
3,120,000

 
Applied Materials, Inc.
100,000


4,131,000


Micron Technology, Inc. (c)
650,000


19,409,000





26,660,000

Health Care Services — 1.2%




Centene Corporation (c)
60,000


4,792,800








Home Products — 1.7%





Thor Industries, Inc.
65,000


6,793,800








Insurance — 1.4%





Prudential Financial, Inc.
50,000


5,407,000















Leisure — 2.4%




Royal Caribbean Cruises Ltd.
85,000


9,284,550








Light Capital Goods — 4.8%




KLA-Tencor Corporation
55,000


5,033,050


Lam Research Corporation
97,000


13,718,710






18,751,760

Metals and Mining — 7.2%






Grupo México, S.A.B. de C.V. 
2,700,000


7,622,370


Vale S.A. ADR (b)
2,300,000


20,125,000






27,747,370

Peripherals — 3.7%





Western Digital Corporation
160,000


14,176,000

 
 
 
 
 
Retail — 3.7%





Alibaba Group Holding Limited ADR (c)
103,000


14,512,700

 
 
 
 
 
TOTAL COMMON STOCKS (Identified cost $261,473,968)

283,617,880

 
 
 
 
BONDS — 26.3% OF TOTAL NET ASSETS
Face
Amount


United States Treasury — 26.3%




United States Treasury Notes, 0.750%, 07/31/2018
$
5,500,000


5,467,776


United States Treasury Notes, 0.750%, 10/31/2018
22,500,000


22,325,985


United States Treasury Notes, 1.125%, 01/31/2019
26,000,000


25,905,542


United States Treasury Notes, 1.250%, 12/15/2018
41,500,000


41,438,414


United States Treasury Notes, 1.250%, 05/31/2019
7,000,000


6,983,046

TOTAL BONDS (Identified cost $102,504,006)

102,120,763


See accompanying notes to financial statements.
5

 
CGM MUTUAL FUND
 

SCHEDULE OF INVESTMENTS as of June 30, 2017 (continued)
(unaudited)
SHORT-TERM INVESTMENT — 0.5% OF TOTAL NET ASSETS
Face
Amount
 
Value(a)
 
Tri-party Repurchase Agreement with Fixed Income Clearing Corporation, dated 06/30/2017 at 0.12% to be repurchased at $1,840,000 on 07/03/2017 collateralized by $1,805,000 U.S. Treasury Inflation Indexed Bond, 1.00% due 02/15/2046 valued at $1,867,622 including interest (Cost $1,840,000)
$
1,840,000

 
$
1,840,000

 
 
 
 
 
TOTAL INVESTMENTS — 99.9% (Identified cost $365,817,974)
 
387,578,643

 
Cash and receivables
 
27,244,516

 
Liabilities
 
(26,941,710
)
TOTAL NET ASSETS — 100.0%
 
$
387,881,449


(a) See Note 2A.
(b) At June 30, 2017, the Fund has approximately 13.7% of net assets invested in companies incorporated in Brazil.
(c) Non-income producing security.

ADR: American Depositary Receipt - 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 U.S. or Canada.


See accompanying notes to financial statements.
6

 
CGM MUTUAL FUND
 

STATEMENT OF
ASSETS AND LIABILITIES
 
June 30, 2017
(unaudited)
 
Assets
 
 
 
 
Investments at value:
 
 
 
 
 (Identified cost $365,817,974)
 
$
387,578,643

Cash
 
6,086,340

Receivable for:
 
 
 
 
Securities sold
 
$
20,779,962

 
 
Shares of the Fund sold
 
1,963

 
 
Dividends and interest
 
376,251

 
21,158,176

Total assets
 
414,823,159

 
 
 
 
 
Liabilities
 
 
 
 
Payable for:
 
 
 
 
Securities purchased
 
26,079,691

 
 
Shares of the Fund
redeemed
 
437,467

 

Tax withholding
 
165

 
26,517,323

Accrued expenses:
 
 
 
 
Management fees
 
286,657

 
 
Trustees’ fees
 
16,840

 
 
Accounting, administration and compliance expenses
 
24,685

 
 
Transfer agent fees
 
55,174

 
 
Other expenses
 
41,031

 
424,387

Total liabilities
 
26,941,710

Net Assets
 
$
387,881,449

 
 
 
Net assets consist of:
 
 
 
Capital paid-in
 
$
332,960,482

Undistributed net investment income
 
682,305

Accumulated net realized gains on investments
 
32,477,993

Net unrealized appreciation on investments
 
21,760,669

Net Assets
 
$
387,881,449

 
 
 
Shares of beneficial interest outstanding, no par value
 
12,042,833

 
 
 
Net asset value per share*
 
$32.21
 
 
 
 
 
* Shares of the Fund are sold and redeemed at net asset
value ($387,881,449 ÷ 12,042,833).
 
STATEMENT OF
OPERATIONS
 
Six Months Ended June 30, 2017
(unaudited)
 
Investment Income
 
 
Income:
 
 
Dividends (net of withholding tax of
 
 
  $109,635)
 
$
2,413,783

Interest
 
500,858

 
 
2,914,641

Expenses:
 
 
Management fees
 
1,746,596

Trustees’ fees
 
34,691

Accounting, administration and compliance expenses
 
154,510

Custodian fees and expenses
 
37,939

Transfer agent fees
 
172,445

Audit and tax services
 
24,730

Legal
 
21,374

Printing
 
20,480

Registration fees
 
12,102

Miscellaneous expenses
 
7,469

 
 
2,232,336

Net investment income
 
682,305

 
 
 
Realized and Unrealized Gain (Loss) on Investments
 
 
Net realized gains on investments
 
32,632,188

Net change in unrealized depreciation on investments
 
(15,342,347
)
Net realized and unrealized gains on investments
 
17,289,841

 
 
 
Change in Net Assets from Operations
 
$
17,972,146

 
 
 


See accompanying notes to financial statements.
7

 
CGM MUTUAL FUND
 

STATEMENT OF CHANGES IN NET ASSETS
 
 
Six Months Ended
June 30, 2017 (unaudited)
 
Year Ended December 31, 2016
From Operations
 
 
 
 
Net investment income (loss)
 
$
682,305

 
$
(553,798
)
Net realized gains on investments
 
32,632,188

 
12,557,545

Net change in unrealized appreciation (depreciation) on investments
 
(15,342,347
)
 
14,049,458

Change in net assets from operations
 
17,972,146

 
26,053,205

 
 
 
 
 
From Distributions to Shareholders
 
 
 
 
Net long-term realized capital gains on investments
 

 
(10,400,786
)
 
 

 
(10,400,786
)
From Capital Share Transactions
 
 
 
 
Proceeds from sale of shares
 
1,144,172

 
2,909,083

Net asset value of shares issued in connection with reinvestment of:
 
 
 
 
Distributions from net long-term realized capital gains on investments
 

 
9,678,076

 
 
1,144,172

 
12,587,159

Cost of shares redeemed
 
(18,955,389
)
 
(42,098,460
)
Change in net assets derived from capital share transactions
 
(17,811,217
)
 
(29,511,301
)
Total change in net assets
 
160,929

 
(13,858,882
)
 
 
 
 
 
Net Assets
 
 
 
 
Beginning of period
 
387,720,520

 
401,579,402

End of period (including undistributed net investment income of $682,305 and $0 at June 30, 2017 and December 31, 2016, respectively)
 
$
387,881,449

 
$
387,720,520

 
 
 
 
 
Number of Shares of the Fund:
 
 
 
 
Issued from sale of shares
 
36,062

 
103,231

Issued in connection with reinvestment of:
 
 
 
 
Distributions from net long-term realized capital gains on investments
 

 
314,632

 
 
36,062

 
417,863

Redeemed
 
(596,159
)
 
(1,485,217
)
Net change
 
(560,097
)
 
(1,067,354
)






See accompanying notes to financial statements.
8

 
CGM MUTUAL FUND
 

FINANCIAL HIGHLIGHTS
 
Six Months Ended
June 30, 2017 (unaudited)
 
For the Year Ended December 31,
 
 
2016
 
2015
 
2014
 
2013
 
2012
For a share of the Fund outstanding throughout each period:
 
 
 
 
 
 
 
 
 
 
 
 
Net asset value at beginning of period
 
$
30.76

 
$
29.38

 
$
30.31

 
$
32.16

 
$
28.42

 
$
24.42

Net investment income (loss) (a)
 
0.06

 
(0.04
)
 
(0.11
)
 
(0.17
)
 
(0.09
)
 
0.09

Net realized and unrealized gains (losses) on investments
 
1.39

 
2.27

 
(0.82
)
 
1.87

 
6.06

 
4.01

Total from investment operations
 
1.45

 
2.23

 
(0.93
)
 
1.70

 
5.97

 
4.10

 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends from net investment income
 

 

 

 

 

 
(0.10
)
Distributions from net short-term realized gains
 

 

 

 
(1.57
)
 
(1.62
)
 

Distributions from net long-term realized gains
 

 
(0.85
)
 

 
(1.98
)
 
(0.61
)
 

Total distributions
 

 
(0.85
)
 

 
(3.55
)
 
(2.23
)
 
(0.10
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease) in net asset value
 
1.45

 
1.38

 
(0.93
)
 
(1.85
)
 
3.74

 
4.00

Net asset value at end of period
 
$
32.21

 
$
30.76

 
$
29.38

 
$
30.31

 
$
32.16

 
$
28.42

 
 
 
 
 
 
 
 
 
 
 
 
 
Total return (%)
 
   4.7
 
   7.6
 
   (3.1)
 
    5.3
 
   21.0
 
   16.8
 
 
 
 
 
 
 
 
 
 
 
 
 
Ratios:
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses to average net assets (%)
 
1.15

*
1.17

 
1.12

 
1.12

 
1.11

 
1.12

Net investment income (loss) to average net assets (%)
 
0.35

*
(0.15
)
 
(0.37
)
 
(0.55
)
 
(0.29
)
 
0.35

Portfolio turnover (%)
 
471

*
436

 
345

 
301

 
374

 
325

Net assets at end of period (in thousands) ($)
387,881
 
387,721
 
401,579
 
448,564
 
477,188
 
440,679
 
(a) Per share net investment income (loss) has been calculated using the average shares outstanding during the period.
* Computed on an annualized basis.


See accompanying notes to financial statements.
9

 
CGM MUTUAL FUND
 
NOTES TO FINANCIAL STATEMENTS — June 30, 2017
(unaudited)



1. Organization — CGM Mutual Fund (the "Fund") is a diversified series of CGM Trust (the "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 and is following accounting and reporting guidance in the Financial Accounting Standards Board’s (“FASB”) Topic 946 “Financial Services—Investment Companies”. The Trust has two other funds whose financial statements are not presented herein. The Fund commenced operations on November 5, 1929. 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.
2. Significant accounting policies — Management has evaluated the events and transactions from June 30, 2017 through the date of issuance of the Fund’s financial statements. For the Fund, there were no material subsequent events that required disclosure in the financial statements or footnotes.
A. Security valuation — Equity securities are valued on the basis of valuations furnished by a pricing service, authorized by the Board of Trustees (the “Board”). Equity securities listed or regularly traded on a securities exchange or in the over-the-counter (“OTC”) market are valued at the last quoted sale price or, for certain markets, the official closing price at the time the valuations are made. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. For securities with no sale reported, the last reported bid price is used. Corporate debt securities (other than short-term obligations purchased with an original or remaining maturity of sixty days or less) are valued on the basis of valuations furnished by a pricing service, authorized by the Board, 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. Short-term investments purchased with an original or remaining maturity of sixty days or less are valued at amortized cost, which approximates value.
When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board. For example, when developments occur between the close of a market and the close of the New York Stock Exchange ("NYSE") that may materially affect the value of some or all of the securities, or when trading in a security is halted, these procedures may be used. The frequency with which these procedures are used is unpredictable. These valuation procedures may result in a change to a particular security’s assigned level within the fair value hierarchy described below. The value of securities used for net asset value (“NAV”) calculation under these procedures may differ from published prices for the same securities.
The Fund may use valuation techniques consistent with the market, income, and cost approach to measure fair value. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts (cash flows, earnings) to a single present amount. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset. To increase consistency and comparability in fair value measurements and related disclosure, the Fund utilizes a fair value hierarchy which prioritizes the various inputs to valuation techniques used to measure fair value into three broad levels:
Level 1 - Prices determined using: quoted prices in active markets for identical securities that the Fund has the ability to access at the measurement date. Valuation adjustments are not applied to Level 1 investments.

10

 
CGM MUTUAL FUND
 
NOTES TO FINANCIAL STATEMENTS (continued)
(unaudited)

Level 2 - Prices determined using: other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment spreads, credit risk, etc.).
Level 3 - Prices determined using: significant unobservable inputs, including the Fund’s own assumptions and judgment in determining the fair value of investments. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available in the circumstances. Investments falling into the Level 3 category are primarily supported by quoted prices from brokers and dealers participating in the market for those investments. However, these may be classified as Level 3 investments due to lack of market transparency and corroboration to support these quoted prices. Additionally, valuation models may be used as the pricing source for any remaining investments classified as Level 3. These models rely on one or more significant unobservable inputs and/or significant assumptions by Capital Growth Management Limited Partnership, the Fund’s investment adviser (“CGM”). Inputs used in valuations may include, but are not limited to, financial statement analysis, capital account balances, discount rates and estimated cash flows, and comparable company data.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Fund’s investments as of June 30, 2017:
 
 
 
Valuation Inputs
 
Classification
 
Level 1 -
Quoted Prices
 
Level 2 - Other Significant Observable Inputs
 
Level 3 - Significant Unobservable Inputs
 
Investments in Securities-Assets
 
 
 
 
 
 
 
Common Stocks*
 
$
283,617,880

 
 
 
Bonds
 
 
 
 
 

 
United States Treasury Notes
 
 
$
102,120,763

 
 
Short-Term Investment
 
 
 
 
 
 
 
Repurchase Agreement
 
 
1,840,000

 
 
Total
 
$
283,617,880

 
$
103,960,763

 
 
 
 
 
 
 
 
 
*
All common stocks held in the Fund are Level 1 securities. For a detailed break-out of common stocks by major industry classification, please refer to the Schedule of Investments.
 
 
 
 
 
 
 
 
 
For the six months ended June 30, 2017, there were no transfers among Levels 1, 2 and 3.
B. Security transactions and related investment income — Security transactions are accounted for on the trade date plus one basis for daily NAV calculations. However, for financial reporting purposes, investment transactions are reported on the trade date (date the order to buy or sell is executed). Dividend income is recorded on the ex-dividend date net of applicable foreign taxes, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable based upon its current interpretations of the tax rules and regulations that exist in the markets in which it invests. Interest income is recorded on an accrual basis and includes amortization of premium and discount. Net gain or loss on securities sold is determined on the identified cost basis and may include proceeds from litigation. Dividend payments received by the Fund from its investment in real estate investment trusts (“REITs”) may consist of ordinary income, capital gains, and return of capital and as such are recorded as dividend

11

 
CGM MUTUAL FUND
 
NOTES TO FINANCIAL STATEMENTS (continued)
(unaudited)

income, capital gains or a reduction to security cost, as appropriate. Distributions from publicly traded partnerships are generally recorded based on the characterization reported on the Fund’s schedule K-1 received from the partnership. Non-cash dividend payments, if any, are recorded at the fair market value of the securities received.
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.
Capital accounts within the financial statements are adjusted for permanent book/tax differences. These adjustments have no impact on the Fund's net assets or results of operations. Temporary book/tax differences, if any, will reverse in a subsequent period. Any difference between book basis and tax basis unrealized appreciation is attributable primarily to the temporary book/tax difference of tax deferral of losses on wash sales.
As of June 30, 2017, the components of distributable earnings on a tax basis were as follows:
Undistributed Ordinary Income
 
Undistributed Long-term Capital Gains
 
Net Unrealized Appreciation/ (Depreciation)
$27,619,710
 
$6,327,921
 
$20,973,491
The identified cost of investments in securities owned by the Fund for federal income tax purposes, and their respective gross unrealized appreciation and depreciation at June 30, 2017 was as follows:
Identified Cost
 
Gross Unrealized Appreciation
 
Gross Unrealized Depreciation
 
Net Unrealized Appreciation
$366,605,152
 
$24,936,483
 
$(3,962,992)
 
$20,973,491
Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses for an unlimited period and retain their character as either short-term or long-term capital losses. As of December 31, 2016, the post-enactment capital loss carryforwards utilized and the accumulated net realized loss on sales of investments for federal income tax purposes which are available to offset future taxable gains, prior to distributing such gains to shareholders, are shown in the table below: 
Short-term
 Capital Loss Carryforward Utilized
 
Long-term
Capital Loss Carryforward Utilized
 
Total
 
Remaining Short-term
 Capital Loss Carryforward
 
Remaining Long-term
Capital Loss Carryforward
 
Total
$1,668,635
 
 
$1,668,635
 
 
 
Management has concluded that there are no significant uncertain tax positions for the open tax years as of December 31, 2016 that would require recognition in the financial statements. However, management’s conclusion may be subject to review and adjustment at a later date based on factors including, but not limited to, new tax laws, regulations, and administrative interpretations (including relevant court decisions). Generally, the Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.
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. Distributions from net investment income and short-term capital gains are treated as ordinary

12

 
CGM MUTUAL FUND
 
NOTES TO FINANCIAL STATEMENTS (continued)
(unaudited)

income for income tax purposes. Permanent book/tax differences relating to shareholder distributions may result in reclassifications to paid-in capital or accumulated realized gain/(loss). Permanent book/tax differences are primarily attributable to net operating losses. The Fund also may utilize earnings and profits distributed to shareholders on redemption of shares as a part of the dividend deduction for income tax purposes. Undistributed net investment income or accumulated net investment loss may include temporary book/tax differences such as tax deferral of losses on wash sales, which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.
The tax characterization of distributions is determined on an annual basis. The tax character of distributions paid during the periods ended December 31, 2016 and 2015 were as follows:
Year
 
Ordinary
Income
 
Long-term
Capital Gains
 
Total
2016
 
 
$10,400,786
 
$10,400,786
2015
 
 
 
E. Guarantees and indemnifications — Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties for the Fund. Additionally, in the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote.
F. Foreign currency translation — All assets and liabilities initially expressed in terms of foreign currencies are translated into U.S. dollars each day at the prevailing exchange rate. Transactions affecting Statement of Operations accounts and net realized gain or 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 the end of the period, resulting from changes in the exchange rate.
G. Repurchase agreements — The Fund enters into repurchase agreements, under the terms of a Master Repurchase Agreement, secured by U.S. Government or Agency securities, which involve the purchase of securities from a counterparty with a simultaneous commitment to resell the securities at an agreed upon date and price. Certain repurchase agreements are tri-party arrangements whereby the collateral is held in a segregated account for the benefit of the Fund and on behalf of the counterparty. Repurchase agreements afford the Fund the opportunity to earn a return on temporarily available cash at minimal market risk. While the underlying security may be a bill, certificate of indebtedness, note or bond issued by an agency, authority or instrumentality of the U.S. Government, the obligation of the seller is not guaranteed by the U.S. Government and there is a risk that the seller may fail to repurchase the underlying security. Consequently, there may be possible delays or restrictions upon the Fund’s ability to dispose of the underlying securities. Upon an event of default under the Master Repurchase Agreement, the Fund would attempt to exercise its rights with respect to the underlying security, including taking possession of the cash and/or collateral provided by the seller.

13

 
CGM MUTUAL FUND
 
NOTES TO FINANCIAL STATEMENTS (continued)
(unaudited)


At June 30, 2017, the Fund had an investment in a repurchase agreement with a gross value of
$1,840,000 on the Statement of Assets and Liabilities. The value of the related collateral consisting of cash and/or securities of $1,867,622 exceeded the value of the repurchase agreement at June 30, 2017 by $27,622.
H. Use of estimates — The preparation of financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
3. Risks and uncertainties
A. Risks associated with focused investing — The Fund, although diversified, takes a focused approach to investing within particular industries or sectors of the economy and may invest in a relatively small number of individual holdings. Therefore, the Fund may be subject to greater price volatility and may be more adversely affected by the performance of particular industries, sectors, or individual holdings than would a more diversified fund. In addition, funds that invest more heavily in certain industries, sectors or individual holdings are particularly susceptible to the impact of market, economic, regulatory and other factors affecting those investments.
B. Risks associated with foreign investments — The Fund may invest in securities issued by institutions, corporations, and governments established by or located in foreign countries, which may be developed or undeveloped countries. Investing in foreign securities may involve significant risks. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, political or financial instability or diplomatic and other developments which could affect such investments. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the U.S., and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the U.S. Additionally, because some foreign securities the Fund may acquire are purchased with and payable in foreign currencies, the value of these assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in currency rates and exchange control regulations.
4. Purchases and sales of securities — For the period ended June 30, 2017, purchases and sales of securities other than U.S. Government or Agency obligations and short-term investments aggregated $881,207,971 and $891,926,611, respectively. For long-term government obligations, there were $37,959,297 of purchases and $40,952,227 of sales.
5. Fees and expenses
A. Management fees — During the period ended June 30, 2017, the Fund incurred management fees of $1,746,596, paid or payable to CGM, certain officers and employees 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 of the Fund’s average daily net assets and 0.75% of such assets in excess of $1 billion of the Fund’s average daily net assets.
B. Other expenses — The majority of expenses are directly attributable to the Fund. Expenses that are not readily attributable to the Fund are allocated among each of the three funds comprising the Trust in an equitable manner, taking into consideration, among other things, the nature and type of expense and the funds' respective net assets. CGM performs certain administrative, accounting, compliance 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 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

14

 
CGM MUTUAL FUND
 
NOTES TO FINANCIAL STATEMENTS (continued)
(unaudited)

questionnaires for Securities and Exchange Commission ("SEC") compliance; (iii) registration, filing and other fees in connection with requirements of regulatory authorities and (iv) compliance in connection to the Investment Company Act of 1940 and the Sarbanes-Oxley Act of 2002. The accounting, administration and compliance expenses of $154,510, for the period ended June 30, 2017, are shown separately in the Statement of Operations. These expenses include the reimbursement of a portion of the compensation expenses incurred by CGM for its employees who provide these administrative, accounting, compliance, and other services to the Fund, including $138,972 of the salaries of CGM employees who are officers of the Fund.
C. Trustees fees and expenses — The Fund does not pay any compensation directly to any trustees who are “interested persons” (as defined in the Investment Company Act of 1940) of CGM or any affiliate of CGM (other than registered investment companies). For the period ending December 31, 2017, each disinterested trustee will be compensated by the Trust with an annual fee of $90,000 plus travel expenses for each meeting attended. The disinterested trustees are responsible for the audit committee functions of the Trust’s Board and have designated a disinterested trustee to lead the Board's efforts in overseeing those functions, who receives an additional $30,000 annually. Of these amounts, the Fund is responsible for $10,000 per trustee annually, plus an annual variable fee calculated based on the proportion of the Fund’s average net assets relative to the aggregate average net assets of the Trust.
6. Recent accounting pronouncement — In October 2016, the SEC adopted new rules and forms and amended existing rules and forms (together, “final rules”) intended to modernize and enhance the reporting and disclosure of information by registered investment companies and to enhance liquidity risk management by open-ended mutual funds and exchange-traded funds. The final rules are designed to enhance the quality of information available to investors and to allow the SEC to more effectively collect and use data reporting by funds.  In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in the Fund’s financial statements, as well as other amendments.  The compliance date for the amendments to Regulation S-X is August 1, 2017, while the compliance date for the new form types is June 1, 2018 and the compliance date for the liquidity risk management program requirements is December 1, 2018.  Management is currently assessing the potential impact of these enhancements and their impact on the financial statement disclosures and reporting requirements.


15

 
CGM MUTUAL FUND
 
ADDITIONAL INFORMATION
(unaudited)

Availability of proxy voting information:
Proxy voting policies and information regarding how the Fund voted proxies relating to portfolio securities during the twelve month period ended June 30, 2017 are available without charge, by calling 800-345-4048. The policies also appear in the Fund’s Statement of Additional Information, which can be found on the CGM Funds' website, www.cgmfunds.com, and the SEC’s website, www.sec.gov. The voting records can also be found on the SEC’s website on the N-PX filing.
Portfolio holdings:
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.
The Fund’s Prospectus and Statement of Additional Information contain additional information on other risks and uncertainties relating to the Fund’s investments. The Fund’s Prospectus and Statement of Additional Information can be obtained on the CGM Funds' website, www.cgmfunds.com, and the SEC’s website, www.sec.gov or by calling 800-345-4048.
Advisory agreement approval:
The Trustees of the Trust considered renewal of the Fund's advisory agreement at meetings of the independent Trustees in March and April 2017 and at a meeting of the full Board in April 2017. The Board considered the following factors and came to the following conclusions:
1. The Board considered the nature, extent, quality and scope of the investment advisory and administrative services provided by CGM to the Fund. The Board agreed that the quality of the CGM professional team working on the Fund was very high, and was satisfied with the quality of CGM’s advisory and administrative services.
2. The Board considered the investment performance of the Fund and reviewed information regarding the performance of the Fund as compared to a market index and two universes of other funds (mixed-asset target allocation growth funds and balanced funds) provided by Broadridge, Inc., an independent provider of investment company data. The Board noted the Fund's below-average performance for the three-year period ended December 31, 2016, as compared to funds in both Broadridge universes. However, the Board noted the better than average relative performance of the Fund for the one, five and ten-year periods ended December 31, 2016, as compared to funds in both Broadridge universes. The Board noted that CGM manages the Fund’s investments with a long-term focus on global trends that may take time to develop and which carries a risk that expected developments may not occur or may be affected by unexpected events that would affect portfolio returns. However, the Board also observed that CGM's long-term focus had often proven its worth and that it offers Fund investors the potential for significant returns over longer periods of time.
3. The Board discussed the costs of the services provided and profits realized by CGM from the relationship with the mutual funds advised by CGM and the private fund managed by CGM. The Board also compared the profit margins of CGM with public information on the profit margins of a number of publicly held investment advisory firms. The Board found that CGM’s profit margins were reasonable and not excessive.
4. The Board considered whether economies of scale might be realized with growth in the Fund, but in light of the fact that the Fund continued to experience net redemptions in 2016 and the relatively small size of the Fund, the Board determined that it would not be advisable at this time to seek to make adjustments to the break point structure of the advisory fees paid by the Fund.

16

 
CGM MUTUAL FUND
 
ADDITIONAL INFORMATION (continued)
(unaudited)


5. The Board received and considered information comparing the advisory fees paid by the Fund and the overall expenses borne by the Fund with those of funds in the relevant expense universe as selected and provided by Broadridge, Inc. The Board noted that the overall expense ratio of the Fund and the advisory fee paid by the Fund were above the median overall expense ratios of mutual funds included in the Broadridge expense universe, but concluded that this was reasonable due to the fact that the Fund maintained a higher percentage of equities in its portfolio than many other balanced mutual funds and that the equity portion of the Fund’s portfolio is more actively managed than the equity holdings of many other balanced mutual funds. The Board concluded the advisory fees paid by the Fund and the overall expenses borne by the Fund were reasonable and competitive.
In addition to the foregoing, in light of the fact that CGM could potentially benefit from soft dollar arrangements of the Fund, the Board reviewed the brokerage commissions of the Fund and concluded that the brokerage commissions were reasonable, particularly given the Fund’s relatively small size and CGM's focus on best execution. The Board also considered possible fall-out benefits to CGM from its relationship with the Fund. The Board did not find any such fall-out benefits to be unreasonable or inconsistent with CGM’s role as investment adviser to the Fund.
 

17

 
CGM MUTUAL FUND
 
FUND EXPENSES
(unaudited)

As a shareholder of CGM Mutual Fund, you incur two types of costs: (1) transaction costs, which could include, among other charges, wire fees and custodial maintenance fees for certain types of accounts and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period January 1, 2017 to June 30, 2017.
Actual return and expenses
The first line of the table below provides information about actual account values and actual expenses.
You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled ‘‘Expenses Paid During Period’’ to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as any wire fees or custodial maintenance fees that may be payable. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
 
Beginning Account Value 01/01/17
Ending Account Value 06/30/17
Expenses Paid During Period* 01/01/17 - 06/30/17
Actual
$1,000.00
$1,047.14
$5.84
Hypothetical
(5% return before expenses)
$1,000.00
$1,019.09
$5.76
* Expenses are equal to the Fund’s annualized expense ratio of 1.15%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

18


BOARD OF TRUSTEES
PETER O. BROWN
G. KENNETH HEEBNER
MARK W. HOLLAND
LESLIE A. LAKE
J. BAUR WHITTLESEY

OFFICERS
G. KENNETH HEEBNER, Vice President
DAVID C. FIETZE, President & Chief Compliance Officer
KATHLEEN S. HAUGHTON, Vice President & Anti-Money Laundering Compliance Officer
JEM A. HUDGINS, Treasurer
DEIDRA K. HEWARDT, Assistant Treasurer
LESLIE A. LAKE, Vice President and Secretary
MARTHA I. MAGUIRE, Vice President
TONY FIGUEIREDO, Vice President
KEVIN URE, Vice President
NICOLE M. FEMBLEAUX, Assistant Vice President

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 02111

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




 
INVESTMENT ADVISER
CAPITAL GROWTH MANAGEMENT
LIMITED PARTNERSHIP
Boston, Massachusetts 02110







TELEPHONE NUMBERS
For information about:
n
Account Procedures
n
Purchases
n
Redemptions
n
Exchanges Call 800-343-5678
n
New Account Procedures and Status
n
Prospectuses
n
Performance
n
Proxy Voting Policies and Voting Records
n
Complete Schedule of Portfolio Holdings
for the 1st & 3rd Quarters (as filed on Form N-Q)
Call 800-345-4048
 
 
 
MAILING ADDRESS
CGM Shareholder Services
c/o Boston Financial Data Services
P.O. Box 8511
Boston, MA 02266-8511
 
 
WEBSITE
www.cgmfunds.com
 
 
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.
 
 
RQR217
 Printed in U.S.A.
 
CGM
Realty Fund

93rd Quarterly Report
June 30, 2017

A No-Load Fund































fencerinvestmentadvisor_rf.jpg



 
To Our Shareholders:
CGM Realty Fund increased 4.5% during the second quarter of 2017 compared to a return of 3.1% for the Standard and Poor’s 500 Index (“S&P 500 Index”) and 1.5% for the Standard and Poor’s U.S. REIT Index. For the first six months of the year, CGM Realty Fund returned 9.6%, the S&P 500 Index, 9.3% and the Standard and Poor’s U.S. REIT Index, 2.1%.
The positive performance of U.S. stocks early in 2017 continued into the second quarter of the year despite some mixed economic news in April. Manufacturing activity continued to expand, but at a slightly slower pace according to the Institute for Supply Management. Since the end of the recession, businesses have been slow to increase investment which has led to sluggish but continued growth in the manufacturing sector. This is substantiated by the Commerce Department’s report on orders for durable goods which showed a monthly increase in March of only 0.7%. Despite March’s low unemployment rate of 4.5%, U.S. consumers demonstrated continued restraint in spending and the Commerce Department reported a disappointing 0.2% drop in retail sales for March and revised its February estimate to a 0.3% decline. This muted consumer demand contributed to the meager growth in gross domestic product which the Commerce Department initially reported as expanding at only a 0.7% annual rate in the first quarter though later revised to a 1.4% annual rate. But the GDP report also included other signs of increased business investment, rising consumer confidence and rising consumer income which may improve economic growth going forward.
Improving economic indicators in May continued to boost stock performance. While the manufacturing sector continued its slow expansion, the Institute for Supply Management reported accelerating growth in the non-manufacturing sector. Further evidence of economic growth came from the Federal Reserve’s report on April industrial production, which increased by 1% from the prior month in its largest monthly gain in more than three years. Commerce Department April reports on consumer spending
 
showed improvement with monthly retail sales and the personal consumption rate each increasing by 0.4%. Additionally, the University of Michigan Consumer Sentiment Index rose to its highest reading since January reaching 97.1 in May. Increased consumer spending and strong consumer confidence suggest potential for expanding growth in the economy.
While the April Personal Consumption Expenditure Index (the index the Fed consults when planning interest rate adjustments) came in at 1.7%, falling short of the Fed’s desired 2%, some signs of upward inflation pressure emerged. The Labor Department’s April Producer Price Index for Final Demand, which measures the prices U.S. companies receive for their goods and services, grew to its highest level in five years, increasing 2.5% year over year. The Labor Department’s measure of import prices also experienced 4.1% annual growth in April from a year earlier. However these indicators were tempered by oil prices that dropped into bear market territory in June. Falling energy prices generally weigh on inflation and often drive investors to U.S. treasuries. Oil prices have declined through much of the year despite production cuts by OPEC and other oil producing nations. These cuts have been offset in part by increased production from the U.S. shale oil industry which has continued to increase its exports after Congress lifted its export ban in 2015.
Despite conflicting inflation indicators, low unemployment and continued economic expansion prompted the Fed to raise interest rates by 0.25% in June. The Fed indicated further economic expansion would allow it to begin reducing the portfolio of bonds and other assets that it purchased to stimulate the economy in response to the recession of 2007 - 2009. As this news was widely anticipated, it had very little impact on the stock market. Strong corporate profits and improving global economic conditions helped stock prices continue to climb through the end of the quarter. Technology stocks have outperformed other sectors through the first half of the year. These stocks pulled back at the end of the quarter while bank stocks rose on news that

1

 
CGM REALTY FUND
 

all of the 34 largest U.S. banks passed the Fed’s capital requirements test mandated by the Dodd-Frank Act. Several banks immediately increased their dividends. Accelerating global economic expansion sent stocks higher, especially in the Eurozone and encouraged some central banks, including the European Central Bank, to suggest they may begin reducing their stimulus programs, which could increase yields on government bonds.
The yield on the 10-year U.S. Treasury bond started the quarter at 2.4% and fell as low as 2.1% before ending at 2.3% on June 30. Low inflation, the tepid momentum of the U.S. economic expansion and concerns about the Trump administration’s ability to push its tax and spending policies through Congress have all played a part in holding bond yields down. Additionally, the geopolitical uncertainties in North Korea and Syria and the lower yields offered by government bonds in Europe and Japan have drawn investors to U.S. Treasuries. The S&P 500 Index was priced at 24.2 times the trailing twelve month earnings as of June 30. While U.S. stocks remain expensive, we believe the recent increase in the global economic expansion combined with strong earnings reports in several sectors of the U.S. economy should offer ample opportunities in U.S. stocks.
On June 30, 2017, CGM Realty Fund was 23.0% invested in housing and building materials, 20.5% invested in metals and mining companies and 16.6% invested in commercial banks. The Fund also held 14.3% in REITs. The largest holdings were Vale S.A. ADR (metals and mining), Bank of America Corporation and Citigroup Inc. (commercial banks).

davesignature.jpg
David C. Fietze
President

        
July 5, 2017

2

 
CGM REALTY FUND
 

INVESTMENT PERFORMANCE
(unaudited)
 
 
 
Total Returns for Periods Ended June 30, 2017
 
 
 
 
 
The Fund's Cumulative Total Return (%)
 
The Fund's Average Annual Total Return (%)
10 Years
+
  78.4
 
 
+
  6.0
 
 5 Years
+
  45.7
 
 
+
  7.8
 
 1 Year
+
  15.7
 
 
+
15.7
 
 3 Months
+
    4.5
 
 
 
 
The performance data contained in the report represent past performance, which is no guarantee of future results. The table above does not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares and assumes the reinvestment of all Fund distributions.
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. Current performance may be higher or lower than the performance data quoted.

3

 
CGM REALTY FUND
 

PORTFOLIO DIVERSIFICATION as of June 30, 2017
(unaudited)
COMMON STOCKS
Real Estate Investment Trusts
Percent of Net Assets

Data Centers
10.6
%
Residential
3.3

Specialty
0.4

Other Common Stocks
 
Housing and Building Materials
23.0

Metals and Mining
20.5

Commercial Banks
16.6

Hotels and Restaurants
16.1

Broker/Dealers
4.4

Miscellaneous
3.4

SCHEDULE OF INVESTMENTS as of June 30, 2017
(unaudited)
COMMON STOCKS — 98.3% OF TOTAL NET ASSETS
REAL ESTATE INVESTMENT TRUSTS — 14.3%
 
 
 
 
 
Data Centers — 10.6%
Shares
 
Value(a)

CoreSite Realty Corporation
340,000


$
35,200,200


CyrusOne Inc.
665,000


37,073,750


Equinix, Inc.
54,000


23,174,640






95,448,590

Residential — 3.3%





Equity LifeStyle Properties, Inc.
50,000


4,317,000


Sun Communities, Inc.
290,000


25,430,100





29,747,100

Specialty — 0.4%




The GEO Group, Inc.
120,000


3,548,400








 
 
 
 
 
TOTAL REAL ESTATE INVESTMENTS TRUSTS (Identified cost $115,724,149)

128,744,090

 
 
 
 
OTHER COMMON STOCKS — 84.0%





 
 
 
 
Broker/Dealers — 4.4%




Morgan Stanley
880,000


39,212,800






Commercial Banks — 16.6%




Bank of America Corporation
3,330,000


80,785,800


Citigroup Inc.
1,020,000


68,217,600





149,003,400

 
 
 
 
 





See accompanying notes to financial statements.
4

 
CGM REALTY FUND
 

SCHEDULE OF INVESTMENTS as of June 30, 2017 (continued)
(unaudited)
COMMON STOCKS (continued)
Hotels and Restaurants — 16.1%
Shares
 
Value(a)

Choice Hotels International, Inc.
340,000


$
21,845,000


Hilton Worldwide Holdings Inc.
660,000


40,821,000


Marriott International, Inc.
135,000


13,541,850


Wyndham Worldwide Corporation
315,000


31,629,150

 
Wynn Resorts, Limited
270,000


36,212,400






144,049,400

Housing and Building Materials — 23.0%






D.R. Horton, Inc.
1,300,000


44,941,000


Lennar Corporation
850,000


45,322,000


NVR, Inc. (b)
19,000


45,801,590


PulteGroup, Inc.
1,000,000


24,530,000


Toll Brothers, Inc.
1,160,000


45,831,600





206,426,190

Metals and Mining — 20.5%





Freeport-McMoRan Copper & Gold Inc. (b)
4,210,000


50,562,100


Grupo México, S.A.B. de C.V.
1,100,000


3,105,410


Rio Tinto plc ADR
100,000


4,231,000


Southern Copper Corporation
1,300,000


45,019,000


Vale S.A. ADR
9,300,000


81,375,000





184,292,510

Miscellaneous — 3.4%





Marriott Vacations Worldwide Corporation
260,000


30,615,000

 
 
 
 
 
TOTAL OTHER COMMON STOCKS (Identified cost $659,861,651)

753,599,300

TOTAL COMMON STOCKS (Identified cost $775,585,800)

882,343,390








SHORT-TERM INVESTMENT — 1.2% OF TOTAL NET ASSETS




Tri-party Repurchase Agreement with Fixed Income Clearing Corporation, dated 06/30/2017 at 0.12% to be repurchased at $10,490,000 on 07/03/2017 collateralized by $10,285,000 U.S. Treasury Inflation Indexed Bond, 1.00% due 02/15/2046 valued at $10,641,824 including interest (Cost $10,490,000)
Face
Amount







$
10,490,000


10,490,000

 
 
 
 
 
TOTAL INVESTMENTS — 99.5% (Identified cost $786,075,800)

892,833,390


Cash and receivables

23,231,600


Liabilities

(19,119,780
)
TOTAL NET ASSETS — 100.0%

$
896,945,210

(a) See Note 2A.
(b) Non-income producing security.

ADR: American Depositary Receipt - 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 U.S. or Canada.

See accompanying notes to financial statements.
5


 
CGM REALTY FUND
 

STATEMENT OF
ASSETS AND LIABILITIES
 
June 30, 2017
(unaudited)
 
Assets
 
 
 
 
Investments at value:
 
 
 
 
 (Identified cost $786,075,800)
 
$
892,833,390

Cash
 
3,673

Receivable for:
 
 
 
 
Securities sold
 
$
22,285,167

 
 
Shares of the Fund sold
 
46,875

 
 
Dividends and interest
 
895,885

 
23,227,927

Total assets
 
916,064,990

 
 
 
 
 
Liabilities
 
 
 
 
Payable for:
 
 
 
 
Securities purchased
 
16,993,669

 
 
Shares of the Fund
redeemed
 
1,343,120

 
18,336,789

Accrued expenses:
 
 
 
 
Management fees
 
591,814

 
 
Trustees’ fees
 
28,365

 
 
Accounting, administration and compliance expenses
 
45,183

 

Transfer agent fees
 
67,469

 
 
Other expenses
 
50,160

 
782,991

Total liabilities
 
19,119,780

Net Assets
 
$
896,945,210

 
 
 
Net assets consist of:
 
 
Capital paid-in
 
$
703,564,713

Undistributed net investment income
 
2,447,057

Accumulated net realized gains on investments
 
84,175,850

Net unrealized appreciation on investments
 
106,757,590

Net Assets
 
$
896,945,210

 
 
 
Shares of beneficial interest outstanding, no par value
 
27,629,268

 
 
 
Net asset value per share*
 
$32.46
* Shares of the Fund are sold and redeemed at net asset
value ($896,945,210 ÷ 27,629,268).
 
STATEMENT OF
OPERATIONS
 
Six Months Ended June 30, 2017
(unaudited)
 
 
 
Investment Income
 
 
Income:
 
 
Dividends (net of withholding tax of
 
 
  $431,241)
 
$
8,448,688

Interest
 
4,725

 
 
8,453,413

 
 
 
Expenses:
 
 
Management fees
 
3,564,640

Trustees’ fees
 
57,933

Accounting, administration and compliance expenses
 
282,816

Custodian fees and expenses
 
65,251

Transfer agent fees
 
216,563

Audit and tax services
 
24,730

Legal
 
48,663

Printing
 
26,314

Registration fees
 
12,903

Miscellaneous expenses
 
16,688

 
 
4,316,501

Net investment income
 
4,136,912

 
 

Realized and Unrealized Gain (Loss) on Investments
 
 
Net realized gains on investments
 
83,148,082

Net change in unrealized depreciation on investments
 
(5,473,131
)
Net realized and unrealized gains on investments
 
77,674,951

 
 
 
Change in Net Assets from Operations
 
$
81,811,863



See accompanying notes to financial statements.
6

 
CGM REALTY FUND
 

STATEMENT OF CHANGES IN NET ASSETS
 
 
Six Months Ended
June 30, 2017 (unaudited)
 
Year Ended December 31, 2016
From Operations
 
 
 
 
Net investment income
 
$
4,136,912

 
$
3,147,914

Net realized gains on investments
 
83,148,082

 
13,364,495

Net change in unrealized depreciation on investments and foreign currency transactions
 
(5,473,131
)
 
(7,532,205
)
Change in net assets from operations
 
81,811,863

 
8,980,204

 
 
 
 
 
From Distributions to Shareholders
 

 
 
Net investment income
 
(1,689,855
)
 
(3,625,854
)
Net long-term realized capital gains on investments
 

 
(7,844,262
)
 
 
(1,689,855
)
 
(11,470,116
)
From Capital Share Transactions
 
 
 
 
Proceeds from sale of shares
 
4,525,028

 
10,202,201

Net asset value of shares issued in connection with reinvestment of:
 
 
 
 
Dividends from net investment income
 
1,467,574

 
3,125,190

Distributions from net long-term realized capital gains on investments
 

 
6,882,609

 
 
5,992,602

 
20,210,000

Cost of shares redeemed
 
(60,164,027
)
 
(225,540,792
)
Change in net assets derived from capital share transactions
 
(54,171,425
)
 
(205,330,792
)
Total change in net assets
 
25,950,583

 
(207,820,704
)
 
 

 
 
Net Assets
 
 
 
 
Beginning of period
 
870,994,627

 
1,078,815,331

End of period (including undistributed net investment income of $2,447,057 and $0 at June 30, 2017 and December 31, 2016, respectively)
 
$
896,945,210

 
$
870,994,627

 
 
 
 
 
Number of Shares of the Fund:
 

 
 
Issued from sale of shares
 
144,532

 
377,143

Issued in connection with reinvestment of:
 
 
 
 
Dividends from net investment income
 
46,750

 
111,068

Distributions from net long-term realized capital gains on investments
 

 
231,972

 
 
191,282

 
720,183

Redeemed
 
(1,918,217
)
 
(8,219,622
)
Net change
 
(1,726,935
)
 
(7,499,439
)




See accompanying notes to financial statements.
7


 
CGM REALTY FUND
 

FINANCIAL HIGHLIGHTS
 
Six Months Ended
June 30, 2017 (unaudited)
 
 
For the Year Ended December 31,
 
 
 
2016
 
 
2015
 
 
2014
 
 
2013
 
 
2012
For a share of the Fund outstanding throughout each period:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net asset value at beginning of period
 
$
29.67

 
 
$
29.27

 
 
$
32.89

 
 
$
30.76

 
 
$
29.37

 
 
$
26.81

Net investment income (a)
 
0.15

 
 
0.10

 
 
0.04

 
 
0.28

 
 
0.23

 
 
0.30

Net realized and unrealized gains (losses) on investments and foreign currency transactions
 
2.70

 
 
0.68

 
 
(0.81
)
 
 
6.41

 
 
2.68

 
 
2.53

Total from investment operations
 
2.85

 
 
0.78

 
 
(0.77
)
 
 
6.69

 
 
2.91

 
 
2.83

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends from net investment income
 
(0.06
)
 
 
(0.11
)
 
 
(0.03
)
 
 
(0.24
)
 
 
(0.28
)
 
 
(0.27
)
Distributions from net short-term realized gains
 

 
 

 
 

 
 
(0.92
)
 
 

 
 

Distributions from net long-term realized gains
 

 
 
(0.27
)
 
 
(2.82
)
 
 
(3.40
)
 
 
(1.24
)
 
 

Total distributions
 
(0.06
)
 
 
(0.38
)
 
 
(2.85
)
 
 
(4.56
)
 
 
(1.52
)
 
 
(0.27
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease) in net asset value
 
2.79

 
 
0.40

 
 
(3.62
)
 
 
2.13

 
 
1.39

 
 
2.56

Net asset value at end of period
 
$
32.46

 
 
$
29.67

 
 
$
29.27

 
 
$
32.89

 
 
$
30.76

 
 
$
29.37

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total return (%)
 
   9.6
 
 
   2.7
 
 
   (2.3)
 
 
   21.8
 
 
    9.9
 
 
   10.6
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ratios:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses to average net assets (%)
 
0.98

*
 
0.99

 
 
0.92

 
 
0.92

 
 
0.92

 
 
0.89

Net investment income to average net assets (%)
 
0.94

*
 
0.35

 
 
0.11

 
 
0.86

 
 
0.75

 
 
1.01

Portfolio turnover (%)
 
272

*
 
241

 
 
224

 
 
135

 
 
146

 
 
101

Net assets at end of period (in thousands) ($)
896,945
 
870,995
 
1,078,815
 
1,244,679
 
1,174,498
 
1,417,608
 
(a) Per share net investment income has been calculated using the average shares outstanding during the period.
* Computed on an annualized basis.



See accompanying notes to financial statements.
8

 
CGM REALTY FUND
 
NOTES TO FINANCIAL STATEMENTS — June 30, 2017
(unaudited)


 
1. Organization — CGM Realty Fund (the "Fund") is a diversified series of CGM Trust (the "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 and is following accounting and reporting guidance in the Financial Accounting Standards Board’s (“FASB”) Topic 946 “Financial Services—Investment Companies”. The Trust has two other funds whose financial statements are not presented herein. The Fund commenced operations on May 13, 1994. The Fund’s investment objective is to provide a combination of 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, including real estate investment trusts (“REITs”).
2. Significant accounting policies — Management has evaluated the events and transactions from June 30, 2017 through the date of issuance of the Fund’s financial statements. For the Fund, there were no material subsequent events that required disclosure in the financial statements or footnotes.
A. Security valuation — Equity securities are valued on the basis of valuations furnished by a pricing service, authorized by the Board of Trustees (the “Board”). Equity securities listed or regularly traded on a securities exchange or in the over-the-counter (“OTC”) market are valued at the last quoted sale price or, for certain markets, the official closing price at the time the valuations are made. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. For securities with no sale reported, the last reported bid price is used. Corporate debt securities (other than short-term obligations purchased with an original or remaining maturity of sixty days or less) are valued on the basis of valuations furnished by a pricing service, authorized by the Board, 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. Short-term investments purchased with an original or remaining maturity of sixty days or less are valued at amortized cost, which approximates value.
When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board. For example, when developments occur between the close of a market and the close of the New York Stock Exchange ("NYSE") that may materially affect the value of some or all of the securities, or when trading in a security is halted, these procedures may be used. The frequency with which these procedures are used is unpredictable. These valuation procedures may result in a change to a particular security’s assigned level within the fair value hierarchy described below. The value of securities used for net asset value (“NAV”) calculation under these procedures may differ from published prices for the same securities.
The Fund may use valuation techniques consistent with the market, income, and cost approach to measure fair value. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts (cash flows, earnings) to a single present amount. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset. To increase consistency and comparability in fair value measurements and related disclosure, the Fund utilizes a fair value hierarchy which prioritizes the various inputs to valuation techniques used to measure fair value into three broad levels:
Level 1 - Prices determined using: quoted prices in active markets for identical securities that the Fund has the ability to access at the measurement date. Valuation adjustments are not applied to Level 1 investments.
Level 2 - Prices determined using: other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment spreads, credit risk, etc.).
Level 3 - Prices determined using: significant unobservable inputs, including the Fund’s own assumptions and judgment in determining the fair value of investments. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available in the circumstances. Investments falling into the Level 3 category are primarily supported by quoted prices from brokers and dealers participating in the market for those investments. However, these may be classified as Level 3 investments due to lack of market transparency and corroboration to support these quoted prices. Additionally, valuation models may be used as the pricing source for any remaining investments classified as Level 3. These models rely on one or more significant unobservable inputs and/or significant assumptions by Capital Growth Management Limited Partnership, the Fund’s investment adviser (“CGM”). Inputs used in valuations may include, but are not limited to, financial statement analysis, capital account balances, discount rates and estimated cash flows, and comparable company data.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Fund’s investments as of June 30, 2017:
 
 
 
Valuation Inputs
 
Classification
 
Level 1 -
Quoted Prices
 
Level 2 - Other Significant Observable Inputs
 
Level 3 - Significant Unobservable Inputs
 
Investments in Securities-Assets
 
 
 
 
 
 
 
Common Stocks*
 
$
882,343,390

 
 
 
Short-Term Investment
 
 
 
 
 
 
 
  Repurchase Agreement
 
 
$
10,490,000

 
 
Total
 
$
882,343,390

 
$
10,490,000

 
 
 
 
 
 
 
 
 
*
All common stocks held in the Fund are Level 1 securities. For a detailed break-out of common stocks by major industry classification, please refer to the Schedule of Investments.
 
 
 
 
 
 
 
 
 
For the six months ended June 30, 2017, there were no transfers among Levels 1, 2 and 3.
B. Security transactions and related investment income — Security transactions are accounted for on the trade date plus one basis for daily NAV calculations. However, for financial reporting purposes, investment transactions are reported on the trade date (date the order to buy or sell is executed). Dividend income is recorded on the ex-dividend date net of applicable foreign taxes, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable based upon its current interpretations of the tax rules and regulations that exist in the markets in which it invests. Interest income is recorded on an accrual basis and includes amortization of premium and discount. Net gain or loss on securities sold is determined on the identified cost basis and may include proceeds from litigation. Dividend payments received by the Fund from its investment in REITs may consist of ordinary income, capital gains, and return of capital and as such are recorded as dividend income, capital gains or a

9

 
CGM REALTY FUND
 
NOTES TO FINANCIAL STATEMENTS (continued)
(unaudited)

reduction to security cost, as appropriate. Non-cash dividend payments, if any, are recorded at the fair market value of the securities received.
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.
Capital accounts within the financial statements are adjusted for permanent book/tax differences. These adjustments have no impact on the Fund's net assets or results of operations. Temporary book/tax differences, if any, will reverse in a subsequent period. Any difference between book basis and tax basis unrealized appreciation is attributable primarily to the temporary book/tax difference of tax deferral of losses on wash sales.
As of June 30, 2017, the components of distributable earnings on a tax basis were as follows:
Undistributed Ordinary Income
 
Undistributed Long-term Capital Gains
 
Net Unrealized Appreciation/ (Depreciation)
$77,498,508
 
$10,691,253
 
$105,190,736
The identified cost of investments in securities owned by the Fund for federal income tax purposes, and their respective gross unrealized appreciation and depreciation at June 30, 2017 was as follows:
Identified Cost
 
Gross Unrealized Appreciation
 
Gross Unrealized Depreciation
 
Net Unrealized Appreciation
$787,642,654
 
$126,608,345
 
$(21,417,609)
 
$105,190,736
Management has concluded that there are no significant uncertain tax positions for the open tax years as of December 31, 2016 that would require recognition in the financial statements. However, management’s conclusion may be subject to review and adjustment at a later date based on factors including, but not limited to, new tax laws, regulations, and administrative interpretations (including relevant court decisions). Generally, the Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.
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. Distributions from net investment income and short-term capital gains are treated as ordinary income for income tax purposes. Permanent book/tax differences relating to shareholder distributions may result in reclassifications to paid-in capital or accumulated realized gain/(loss). The Fund also may utilize earnings and profits distributed to shareholders on redemption of shares as a part of the dividend deduction for income tax purposes. Undistributed net investment income or accumulated net investment loss may include temporary book/tax differences such as tax deferral of losses on wash sales, which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

10

 
CGM REALTY FUND
 
NOTES TO FINANCIAL STATEMENTS (continued)
(unaudited)

The tax characterization of distributions is determined on an annual basis. The tax character of distributions paid during the periods ended December 31, 2016 and 2015 were as follows:
Year
 
Ordinary
Income
 
Long-term
Capital Gains
 
Tax Return
of Capital
 
Total
2016
 
$3,147,914
 
$8,322,202
 
 
$11,470,116
2015
 
$938,546
 
$96,482,482
 
 
$97,421,028
E. Guarantees and indemnifications — Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties for the Fund. Additionally, in the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote.
F. Foreign currency translation — All assets and liabilities initially expressed in terms of foreign currencies are translated into U.S. dollars each day at the prevailing exchange rate. Transactions affecting Statement of Operations accounts and net realized gain or 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 the end of the period, resulting from changes in the exchange rate.
G. Repurchase agreements — The Fund enters into repurchase agreements, under the terms of a Master Repurchase Agreement, secured by U.S. Government or Agency securities, which involve the purchase of securities from a counterparty with a simultaneous commitment to resell the securities at an agreed upon date and price. Certain repurchase agreements are tri-party arrangements whereby the collateral is held in a segregated account for the benefit of the Fund and on behalf of the counterparty. Repurchase agreements afford the Fund the opportunity to earn a return on temporarily available cash at minimal market risk. While the underlying security may be a bill, certificate of indebtedness, note or bond issued by an agency, authority or instrumentality of the U.S. Government, the obligation of the seller is not guaranteed by the U.S. Government and there is a risk that the seller may fail to repurchase the underlying security. Consequently, there may be possible delays or restrictions upon the Fund’s ability to dispose of the underlying securities. Upon an event of default under the Master Repurchase Agreement, the Fund would attempt to exercise its rights with respect to the underlying security, including taking possession of the cash and/or collateral provided by the seller.

At June 30, 2017, the Fund had an investment in a repurchase agreement with a gross value of
$10,490,000 on the Statement of Assets and Liabilities. The value of the related collateral consisting of cash and/or securities of $10,641,824 exceeded the value of the repurchase agreement at June 30, 2017 by $151,824.
H. Use of estimates — The preparation of financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the

11

 
CGM REALTY FUND
 
NOTES TO FINANCIAL STATEMENTS (continued)
(unaudited)

financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
3. Risks and uncertainties
A. Risks associated with focused investing —The Fund, although diversified, takes a focused approach to investing within particular industries or sectors of the economy and may invest in a relatively small number of individual holdings. Therefore, the Fund may be subject to greater price volatility and may be more adversely affected by the performance of particular industries, sectors, or individual holdings than would a more diversified fund. In addition, the Fund invests primarily in companies in the real estate industry, including REITs. Funds with a concentration are particularly susceptible to the impact of market, economic, regulatory and other factors affecting the specific concentration.
B. Risks associated with foreign investments — The Fund may invest in securities issued by institutions, corporations, and governments established by or located in foreign countries, which may be developed or undeveloped countries. Investing in foreign securities may involve significant risks. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, political or financial instability or diplomatic and other developments which could affect such investments. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the U.S., and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the U.S. Additionally, because some foreign securities the Fund may acquire are purchased with and payable in foreign currencies, the value of these assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in currency rates and exchange control regulations.
4. Purchases and sales of securities — For the period ended June 30, 2017, purchases and sales of securities other than short-term investments aggregated $1,184,486,695 and $1,233,965,951, respectively.
5. Fees and expenses
A. Management fees — During the period ended June 30, 2017, the Fund incurred management fees of $3,564,640, paid or payable to CGM, certain officers and employees 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 of the Fund’s average daily net assets.
B. Other expenses — The majority of expenses are directly attributable to the Fund. Expenses that are not readily attributable to the Fund are allocated among each of the three funds comprising the Trust in an equitable manner, taking into consideration, among other things, the nature and type of expense and the funds' respective net assets. CGM performs certain administrative, accounting, compliance 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 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 Securities and Exchange Commission ("SEC") compliance; (iii) registration, filing and other fees in connection with requirements of regulatory authorities and (iv) compliance in connection to the Investmen

12

 
CGM REALTY FUND
 
NOTES TO FINANCIAL STATEMENTS (continued)
(unaudited)

t Company Act of 1940 and the Sarbanes-Oxley Act of 2002. The accounting, administration and compliance expenses of $282,816, for the period ended June 30, 2017, are shown separately in the Statement of Operations. These expenses include the reimbursement of a portion of the compensation expenses incurred by CGM for its employees who provide these administrative, accounting, compliance, and other services to the Fund, including $247,378 of the salaries of CGM employees who are officers of the Fund.
C. Trustees fees and expenses — The Fund does not pay any compensation directly to any trustees who are “interested persons” (as defined in the Investment Company Act of 1940) of CGM or any affiliate of CGM (other than registered investment companies). For the period ending December 31, 2017, each disinterested trustee will be compensated by the Trust with an annual fee of $90,000 plus travel expenses for each meeting attended. The disinterested trustees are responsible for the audit committee functions of the Trust’s Board and have designated a disinterested trustee to lead the Board's efforts in overseeing those functions, who receives an additional $30,000 annually. Of these amounts, the Fund is responsible for $10,000 per trustee annually, plus an annual variable fee calculated based on the proportion of the Fund’s average net assets relative to the aggregate average net assets of the Trust.
6. Recent accounting pronouncement — In October 2016, the SEC adopted new rules and forms and amended existing rules and forms (together, “final rules”) intended to modernize and enhance the reporting and disclosure of information by registered investment companies and to enhance liquidity risk management by open-ended mutual funds and exchange-traded funds. The final rules are designed to enhance the quality of information available to investors and to allow the SEC to more effectively collect and use data reporting by funds.  In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in the Fund’s financial statements, as well as other amendments.  The compliance date for the amendments to Regulation S-X is August 1, 2017, while the compliance date for the new form types is June 1, 2018 and the compliance date for the liquidity risk management program requirements is December 1, 2018.  Management is currently assessing the potential impact of these enhancements and their impact on the financial statement disclosures and reporting requirements.


13

 
CGM REALTY FUND
 
ADDITIONAL INFORMATION
(unaudited)

Availability of proxy voting information:
Proxy voting policies and information regarding how the Fund voted proxies relating to portfolio securities during the twelve month period ended June 30, 2017 are available without charge, by calling 800-345-4048. The policies also appear in the Fund’s Statement of Additional Information, which can be found on the CGM Funds' website, www.cgmfunds.com, and the SEC’s website, www.sec.gov. The voting records can also be found on the SEC’s website on the N-PX filing.
Portfolio holdings:
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.
The Fund’s Prospectus and Statement of Additional Information contain additional information on other risks and uncertainties relating to the Fund’s investments. The Fund’s Prospectus and Statement of Additional Information can be obtained on the CGM Funds' website, www.cgmfunds.com, and the SEC’s website, www.sec.gov or by calling 800-345-4048.
Advisory agreement approval:
The Trustees of the Trust considered renewal of the Fund's advisory agreement at meetings of the independent Trustees in March and April 2017 and at a meeting of the full Board in April 2017. The Board considered the following factors and came to the following conclusions:
1. The Board considered the nature, extent, quality and scope of the investment advisory and administrative services provided by CGM to the Fund. The Board agreed that the quality of the CGM professional team working on the Fund was very high, and was satisfied with the quality of CGM’s advisory and administrative services.
2. The Board considered the investment performance of the Fund and reviewed information regarding the performance of the Fund as compared to a market indices and a universe of other real estate funds selected and provided by Broadridge, Inc., an independent provider of investment company data. The Board noted the strong performance of the Fund for the ten-year period ended December 31, 2016 as well as the weak performance of the Fund for the one, three, and five-year periods ended December 31, 2016, in each case as compared to other funds in the Broadridge Real Estate Fund Universe. The Board noted that CGM manages the Fund’s investments with a long-term focus on global trends that may take time to develop and which carries a risk that expected developments may not occur or may be affected by unexpected events that would affect portfolio returns. However, the Board also observed that CGM's long-term focus had often proven its worth and that it offers Fund investors the potential for significant returns over longer periods of time.
3. The Board discussed the costs of the services provided and profits realized by CGM from the relationship with the mutual funds advised by CGM and the private fund managed by CGM. The Board also compared the profit margins of CGM with public information on the profit margins of a number of publicly held investment advisory firms. The Board found that CGM’s profit margins were reasonable and not excessive.
4. The Board considered whether economies of scale might be realized with growth in the Fund, but in light of the fact that the Fund continued to experience net redemptions in 2016, the Board determined that it would not be advisable at this time to seek to make adjustments to the break point structure of the advisory fees paid by the Fund.
5. The Board received and considered information comparing the advisory fees paid by the Fund and the overall expenses borne by the Fund with those of funds in the relevant expense universe as selected and provided by

14

 
CGM REALTY FUND
 
ADDITIONAL INFORMATION (continued)
(unaudited)


Broadridge, Inc. The Board noted that the overall expense ratio of the Fund was below the median overall expense ratios of mutual funds included in the Broadridge expense universe. The Board considered that the advisory fee paid by the Fund was above the median for the mutual funds included in the Broadridge expense universe, but concluded that the fee was reasonable in light of CGM's active investment style, and the fact that unlike many real estate mutual funds the Fund has flexibility to invest in companies other than REITs that are connected to the real estate industry. The Board concluded the advisory fees paid by the Fund and the overall expenses borne by the Fund were reasonable and competitive.
In addition to the foregoing, in light of the fact that CGM could potentially benefit from soft dollar arrangements of the Fund, the Board reviewed the brokerage commissions of the Fund and concluded that the brokerage commissions were reasonable, particularly given CGM’s focus on best execution. The Board also considered possible fall-out benefits to CGM from its relationship with the Fund. The Board did not find any such fall-out benefits to be unreasonable or inconsistent with CGM’s role as investment adviser to the Fund.

15

 
CGM REALTY FUND
 
FUND EXPENSES
(unaudited)

As a shareholder of CGM Realty Fund, you incur two types of costs: (1) transaction costs, which could include, among other charges, wire fees and custodial maintenance fees for certain types of accounts and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period January 1, 2017 to June 30, 2017.
Actual return and expenses
The first line of the table below provides information about actual account values and actual expenses.
You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled ‘‘Expenses Paid During Period’’ to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as any wire fees or custodial maintenance fees that may be payable. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
 
Beginning Account Value 01/01/17
Ending Account Value 06/30/17
Expenses Paid During Period* 01/01/17 - 06/30/17
Actual
$1,000.00
$1,096.46
$5.07
Hypothetical
(5% return before expenses)
$1,000.00
$1,019.95
$4.89
* Expenses are equal to the Fund’s annualized expense ratio of 0.98%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

16


BOARD OF TRUSTEES
PETER O. BROWN
G. KENNETH HEEBNER
MARK W. HOLLAND
LESLIE A. LAKE
J. BAUR WHITTLESEY

OFFICERS
G. KENNETH HEEBNER, Vice President
DAVID C. FIETZE, President & Chief Compliance Officer
KATHLEEN S. HAUGHTON, Vice President & Anti-Money Laundering Compliance Officer
JEM A. HUDGINS, Treasurer
DEIDRA K. HEWARDT, Assistant Treasurer
LESLIE A. LAKE, Vice President and Secretary
MARTHA I. MAGUIRE, Vice President
TONY FIGUEIREDO, Vice President
KEVIN URE, Vice President
NICOLE M. FEMBLEAUX, Assistant Vice President

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 02111

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



 
INVESTMENT ADVISER
CAPITAL GROWTH MANAGEMENT
LIMITED PARTNERSHIP
Boston, Massachusetts 02110







TELEPHONE NUMBERS
For information about:
n
Account Procedures
n
Purchases
n
Redemptions
n
Exchanges Call 800-343-5678
n
New Account Procedures and Status
n
Prospectuses
n
Performance
n
Proxy Voting Policies and Voting Records
n
Complete Schedule of Portfolio Holdings
for the 1st & 3rd Quarters (as filed on Form N-Q)
Call 800-345-4048
 
 
 
MAILING ADDRESS
CGM Shareholder Services
c/o Boston Financial Data Services
P.O. Box 8511
Boston, MA 02266-8511
 
 
WEBSITE
www.cgmfunds.com
 
 
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.
 
 
FQR217
 Printed in U.S.A.
 
CGM
Focus Fund

79th Quarterly Report
June 30, 2017

A No-Load Fund
































fencerinvestmentadvisor_ff.jpg



 
To Our Shareholders:
CGM Focus Fund increased 2.3% during the second quarter of 2017 compared to a return of 3.1% for the Standard and Poor’s 500 Index (“S&P 500 Index”). For the first six months of the year, CGM Focus Fund returned 9.3% and the S&P 500 Index, 9.3%.
The positive performance of U.S. stocks early in 2017 continued into the second quarter of the year despite some mixed economic news in April. Manufacturing activity continued to expand, but at a slightly slower pace according to the Institute for Supply Management. Since the end of the recession, businesses have been slow to increase investment which has led to sluggish but continued growth in the manufacturing sector. This is substantiated by the Commerce Department’s report on orders for durable goods which showed a monthly increase in March of only 0.7%. Despite March’s low unemployment rate of 4.5%, U.S. consumers demonstrated continued restraint in spending and the Commerce Department reported a disappointing 0.2% drop in retail sales for March and revised its February estimate to a 0.3% decline. This muted consumer demand contributed to the meager growth in gross domestic product which the Commerce Department initially reported as expanding at only a 0.7% annual rate in the first quarter though later revised to a 1.4% annual rate. But the GDP report also included other signs of increased business investment, rising consumer confidence and rising consumer income which may improve economic growth going forward.
Improving economic indicators in May continued to boost stock performance. While the manufacturing sector continued its slow expansion, the Institute for Supply Management reported accelerating growth in the non-manufacturing sector. Further evidence of economic growth came from the Federal Reserve’s report on April industrial production, which increased by 1% from the prior month in its largest monthly gain in more than three years. Commerce Department April reports on consumer spending showed improvement with monthly retail sales and the personal consumption rate each increasing by 0.4%. Additionally, the University of Michigan
 
Consumer Sentiment Index rose to its highest reading since January reaching 97.1 in May. Increased consumer spending and strong consumer confidence suggest potential for expanding growth in the economy.
While the April Personal Consumption Expenditure Index (the index the Fed consults when planning interest rate adjustments) came in at 1.7%, falling short of the Fed’s desired 2%, some signs of upward inflation pressure emerged. The Labor Department’s April Producer Price Index for Final Demand, which measures the prices U.S. companies receive for their goods and services, grew to its highest level in five years, increasing 2.5% year over year. The Labor Department’s measure of import prices also experienced 4.1% annual growth in April from a year earlier. However these indicators were tempered by oil prices that dropped into bear market territory in June. Falling energy prices generally weigh on inflation and often drive investors to U.S. treasuries. Oil prices have declined through much of the year despite production cuts by OPEC and other oil producing nations. These cuts have been offset in part by increased production from the U.S. shale oil industry which has continued to increase its exports after Congress lifted its export ban in 2015.
Despite conflicting inflation indicators, low unemployment and continued economic expansion prompted the Fed to raise interest rates by 0.25% in June. The Fed indicated further economic expansion would allow it to begin reducing the portfolio of bonds and other assets that it purchased to stimulate the economy in response to the recession of 2007 - 2009. As this news was widely anticipated, it had very little impact on the stock market. Strong corporate profits and improving global economic conditions helped stock prices continue to climb through the end of the quarter. Technology stocks have outperformed other sectors through the first half of the year. These stocks pulled back at the end of the quarter while bank stocks rose on news that all of the 34 largest U.S. banks passed the Fed’s capital requirements test mandated by the Dodd-Frank Act. Several banks immediately increased

1

 
CGM FOCUS FUND
 

their dividends. Accelerating global economic expansion sent stocks higher, especially in the Eurozone and encouraged some central banks, including the European Central Bank, to suggest they may begin reducing their stimulus programs, which could increase yields on government bonds.
The yield on the 10-year U.S. Treasury bond started the quarter at 2.4% and fell as low as 2.1% before ending at 2.3% on June 30. Low inflation, the tepid momentum of the U.S. economic expansion and concerns about the Trump administration’s ability to push its tax and spending policies through Congress have all played a part in holding bond yields down. Additionally, the geopolitical uncertainties in North Korea and Syria and the lower yields offered by government bonds in Europe and Japan have drawn investors to U.S. Treasuries. The S&P 500 Index was priced at 24.2 times the trailing twelve month earnings as of June 30. While U.S. stocks remain expensive, we believe the recent increase in the global economic expansion combined with strong earnings reports in several sectors of the U.S. economy should offer ample opportunities in U.S. stocks.
On June 30, 2017, CGM Focus Fund held large industry positions in commercial banks, broker/dealers and electronic components. The Fund’s three largest holdings were Citigroup Inc., Bank of America Corporation (commercial banks) and Morgan Stanley (broker/dealer). Approximately 53.8% of the portfolio was invested in securities sold short.

davesignature.jpg
David C. Fietze
President

July 5, 2017
    

2

 
CGM FOCUS FUND
 

INVESTMENT PERFORMANCE
(unaudited)
 
 
 
Total Returns for Periods Ended June 30, 2017
 
 
 
 
 
The Fund's Cumulative Total Return (%)
 
The Fund's Average Annual Total Return (%)
10 Years
+
30.9
 
 
+
  2.7
 
 5 Years
+
78.9
 
 
+
12.3
 
 1 Year
+
35.6
 
 
+
35.6
 
 3 Months
+
  2.3
 
 
 
 
The performance data contained in the report represent past performance, which is no guarantee of future results. The table above does not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares and assumes the reinvestment of all Fund distributions.
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. Current performance may be higher or lower than the performance data quoted.


3

 
CGM FOCUS FUND
 

PORTFOLIO DIVERSIFICATION as of June 30, 2017
(unaudited)
COMMON STOCKS
Industry
Percent of Net Assets

Commercial Banks
17.8
%
Broker/Dealers
9.6

Electronic Components
9.6

Banks - Money Center
9.3

Metals and Mining
7.9

Leisure
5.7

Airlines
5.6

Light Capital Goods
5.5

Peripherals
5.2

Electronic and Communication Equipment
4.7

Insurance
4.7

Beverages and Tobacco
4.6

Retail
4.6

Home Products
4.3

Auto and Related
4.1

Health Care Services
1.9

SECURITIES SOLD SHORT
United States Treasury Bonds
(26.1
)
Retail
(23.2
)
Technology
(3.7
)
Leisure
(0.8
)
SCHEDULE OF INVESTMENTS as of June 30, 2017
(unaudited)
COMMON STOCKS — 105.1% OF TOTAL NET ASSETS
 
 
Shares
 
Value(a)
Airlines — 5.6%




Copa Holdings, S.A.
447,100


$
52,310,700








Auto and Related — 4.1%





Ferrari N.V.
440,000


37,848,800








Banks - Money Center — 9.3%






Banco Bradesco S.A. ADR (b)
6,000,000


51,000,000


Itau Unibanco Holding S.A. ADR (b)
3,200,000


35,360,000






86,360,000

Beverages and Tobacco — 4.6%






Constellation Brands, Inc.
220,000


42,620,600








See accompanying notes to financial statements.
4

 
CGM FOCUS FUND
 

SCHEDULE OF INVESTMENTS as of June 30, 2017 (continued)
(unaudited)
COMMON STOCKS (continued)
Broker/Dealers — 9.6%
Shares
 
Value(a)

Morgan Stanley (c)
1,390,000


$
61,938,400


The Charles Schwab Corporation (c)
630,000


27,064,800






89,003,200

Commercial Banks — 17.8%






Bank of America Corporation (c)
3,210,000


77,874,600


Citigroup Inc.
1,240,000


82,931,200


JPMorgan Chase & Co.
50,000


4,570,000




165,375,800

Electronic and Communication Equipment — 4.7%




NetEase Inc ADR
145,000


43,591,350








Electronic Components — 9.6%






Advanced Micro Devices, Inc. (d)
1,100,000


13,728,000


Applied Materials, Inc.
670,000


27,677,700


Micron Technology, Inc. (c)(d)
1,600,000


47,776,000




89,181,700

Health Care Services — 1.9%




Centene Corporation (d)
220,000


17,573,600







Home Products — 4.3%






Thor Industries, Inc.
385,000


40,240,200





Insurance — 4.7%






Prudential Financial, Inc.
400,000


43,256,000





Leisure — 5.7%






Royal Caribbean Cruises Ltd.
482,000


52,648,860






Light Capital Goods — 5.5%






KLA-Tencor Corporation
150,000


13,726,500


Lam Research Corporation (c)
265,000


37,478,950





51,205,450

Metals and Mining — 7.9%





Turquoise Hill Resources Ltd. (d)
7,200,000


19,080,000


Vale S.A. ADR (b)(c)
6,250,000


54,687,500





73,767,500

Peripherals — 5.2%





Western Digital Corporation
550,000


48,730,000

 
 
 
 
 
Retail — 4.6%





Alibaba Group Holding Limited ADR (d)
300,000


42,270,000

 
 
 
 
 
TOTAL COMMON STOCKS (Identified cost $872,088,356)

975,983,760

 
 
 
 
 






See accompanying notes to financial statements.
5

 
CGM FOCUS FUND
 

SCHEDULE OF INVESTMENTS as of June 30, 2017 (continued)
(unaudited)
SHORT-TERM INVESTMENT — 1.3% OF TOTAL NET ASSETS
Face Amount
 
Value(a)
 
Tri-party Repurchase Agreement with Fixed Income Clearing Corporation, dated 06/30/17 at 0.12% to be repurchased at $11,705,000 on 07/03/2017 collateralized by $11,475,000 U.S. Treasury Inflation Indexed Bond, 1.00% due 02/15/2046 valued at $11,873,110 including interest. (Cost $11,705,000)
$
11,705,000

 
$
11,705,000

 
 
 
 
 
TOTAL INVESTMENTS — 106.4% (Identified cost $883,793,356)
 
987,688,760

 
Cash and receivables
 
510,983,738

 
Liabilities
 
(570,579,307
)
TOTAL NET ASSETS — 100.0%
 
$
928,093,191

 
 
 
 


See accompanying notes to financial statements.
6

 
CGM FOCUS FUND
 

SCHEDULE OF INVESTMENTS as of June 30, 2017 (continued)
(unaudited)
SECURITIES SOLD SHORT — 53.8% OF TOTAL NET ASSETS
 
 
 
 
 
 
 
COMMON STOCKS — 27.7% OF TOTAL NET ASSETS



Leisure — 0.8%
Shares
 
Value(a)

Netflix, Inc. (d)
50,000


$
7,470,500







Retail — 23.2%





Amazon.com, Inc. (d)
9,000


8,712,000


DDR Corp.
1,350,000


12,244,500


General Growth Properties, Inc.
2,320,000


54,659,200


Macy's, Inc.
1,500,000


34,860,000

 
Simon Property Group, Inc.
330,000


53,380,800


The Macerich Company
890,000


51,673,400






215,529,900

 
 
 
 
 
Technology — 3.7%





Snap Inc. (d)
1,900,000


33,763,000

TOTAL COMMON STOCKS (Proceeds $275,324,073)
 
256,763,400

 
 
 
 
BONDS — 26.1% OF TOTAL NET ASSETS
 
 
 
United States Treasury — 26.1%
Face Amount
 
 
 
United States Treasury Bonds, 2.750%, 08/15/2042
$
35,000,000


34,637,680

 
United States Treasury Bonds, 2.875%, 11/15/2046
100,000,000


100,593,800

 
United States Treasury Bonds, 3.000%, 02/15/2047
40,000,000


41,279,680

 
United States Treasury Bonds, 3.125%, 02/15/2043
40,000,000


42,279,680

 
United States Treasury Bonds, 3.750%, 11/15/2043
20,000,000


23,519,540

TOTAL BONDS (Proceeds $227,736,795)
 
242,310,380

 
 
 
 
 
TOTAL SECURITIES SOLD SHORT — 53.8% (Proceeds $503,060,868)
 
$
499,073,780

(a) See Note 2A.
(b) At June 30, 2017, the Fund has approximately 15.2% of net assets invested in companies incorporated in Brazil.
(c) A portion of this security has been segregated as collateral in connection with short sale investments (See Note 2E).
(d) Non-income producing security.
 
ADR: American Depositary Receipt - 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 U.S. or Canada.

See accompanying notes to financial statements.
7

 
CGM FOCUS FUND
 

STATEMENT OF
ASSETS AND LIABILITIES
 
June 30, 2017 (unaudited)
Assets
 
 
 
Investments at value:
 
 
 
 (Identified cost $883,793,356)
 
$
987,688,760

Cash
 
1,238

Deposits with brokers for short sales
 
438,779,825

Receivable for:
 
 
 
Securities sold
$
71,373,943

 
 
Shares of the Fund sold
5,349

 
 
Dividends and interest
823,383

 
72,202,675

Total assets
 
1,498,672,498

Liabilities
 
 
 
Securities sold short at current market value (Proceeds $503,060,868)
 
499,073,780

Payable for:
 
 
Securities purchased
66,799,937

 
 
Shares of the Fund
redeemed
1,060,748

 
 
Interest payable
1,789,970

 
 
Tax Withholding
359

 
 
Short dividend payable
880,250

 
70,531,264

Accrued expenses:
 
 
Management fees
751,364

 
 
Trustees’ fees
30,046

 
 
Accounting, administration and compliance expenses
47,976

 
 
Transfer agent fees
84,840

 
 
Other expenses
60,037

 
974,263

Total liabilities
 
570,579,307

Net Assets
 
$
928,093,191

 
 
 
Net Assets consist of:
 


Capital paid-in
 
$
2,273,678,052

Undistributed net investment loss
 
(5,821,564
)
Accumulated net realized losses on investments
 
(1,447,645,789
)
Net unrealized appreciation on investments:
 
 
Long positions
 
103,895,404

Short positions
 
3,987,088

Net Assets
 
$
928,093,191

Shares of beneficial interest outstanding, no par value
19,877,027

Net asset value per share*
$46.69
* Shares of the Fund are sold and redeemed at net asset
value ($928,093,191 ÷ 19,877,027).
 
STATEMENT OF
OPERATIONS
 
Six Months Ended June 30, 2017 (unaudited)
Investment Income
 
 
 
Income:
 
 
 
Dividends (net of withholding tax of
 
 
 
  $402,227)
 
$
8,949,322

 
Interest
 
3,314

 
 
 
8,952,636

 
 
 
 
 
Expenses:
 
 
 
Management fees
 
4,640,802

 
Trustees’ fees
 
61,322

 
Accounting, administration and compliance expenses
 
300,299

 
Custodian fees and expenses
 
69,610

 
Transfer agent fees
 
329,722

 
Audit and tax services
 
24,730

 
Legal
 
50,480

 
Printing
 
37,668

 
Registration fees
 
12,769

 
Interest expense on short sales
 
5,428,400

 
Dividend expense on short sales
 
3,801,850

 
Miscellaneous expenses
 
16,548

 
 
 
14,774,200

 
Net investment loss
 
(5,821,564
)
 
 
 
 
 
Realized and Unrealized Gain (Loss) on Investments
 
 
 
Net realized gains on investments:
 
 
 
Long transactions
 
142,400,268

 
Short transactions
 
4,776,128

 
 
 
147,176,396

 
Net change in unrealized appreciation (depreciation) on investments:
 
 
 
Long transactions
 
(66,754,344
)
 
Short transactions
 
10,347,888

 
 
 
(56,406,456
)
 
Net realized and unrealized gains on investments
 
90,769,940

 
Change in Net Assets from
    Operations
 
$
84,948,376

 
 
 
 
 

See accompanying notes to financial statements.
8

 
CGM FOCUS FUND
 

STATEMENT OF CHANGES IN NET ASSETS
 
 
Six Months Ended
June 30, 2017 (unaudited)
 
Year Ended December 31, 2016
From Operations
 
 
 
 
Net investment loss
 
$
(5,821,564
)
 
$
(9,969,392
)
Net realized gains on investments
 
147,176,396

 
9,919,219

Net change in unrealized appreciation (depreciation) on investments
 
(56,406,456
)
 
61,347,617

Change in net assets from operations
 
84,948,376

 
61,297,444

 
 
 
 
 
From Capital Share Transactions
 
 
 
 
Proceeds from sale of shares
 
5,898,837

 
8,880,757

Cost of shares redeemed
 
(99,599,793
)
 
(198,259,157
)
Change in net assets derived from capital share transactions
 
(93,700,956
)
 
(189,378,400
)
Total change in net assets
 
(8,752,580
)
 
(128,080,956
)
 
 
 
 
 
Net Assets
 
 
 
 
Beginning of period
 
936,845,771

 
1,064,926,727

End of period (including undistributed net investment loss of $(5,821,564) and $0 at June 30, 2017 and December 31, 2016, respectively)
 
$
928,093,191

 
$
936,845,771

 
 


 
 
Number of Shares of the Fund:
 
 
 


Issued from sale of shares
 
129,662

 
248,932

Redeemed
 
(2,171,060
)
 
(5,497,232
)
Net change
 
(2,041,398
)
 
(5,248,300
)
 
 
 
 
 






See accompanying notes to financial statements.
9

 
CGM FOCUS FUND
 

FINANCIAL HIGHLIGHTS
 
Six Months Ended
June 30, 2017 (unaudited)
 
For the Year Ended December 31,
 
 
2016
 
2015
 
2014
 
2013
 
2012
For a share of the Fund outstanding throughout each period:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net asset value at beginning of period
 
$
42.74

 
 
$
39.20

 
$
40.88

 
$
40.31

 
$
29.30

 
$
25.65

Net investment loss (a)(b)
 
(0.28
)
 
 
(0.41
)
 
(0.52
)
 
(0.64
)
 
(0.40
)
 
(0.10
)
Net realized and unrealized gains (losses) on investments
 
4.23

 
 
3.95

 
(1.16
)
 
1.21

 
11.41

 
3.75

Total from investment operations
 
3.95

 
 
3.54

 
(1.68
)
 
0.57

 
11.01

 
3.65

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease) in net asset value
 
3.95

 
 
3.54

 
(1.68
)
 
0.57

 
11.01

 
3.65

Net asset value at end of period
 
$
46.69

 
 
$
42.74

 
$
39.20

 
$
40.88

 
$
40.31

 
$
29.30

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total return (%)
 
    9.3
 
 
    9.0
 
    (4.1)
 
    1.4
 
    37.6
 
    14.2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ratios:
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses to average net assets (%)
 
1.17

*
 
1.20

 
1.13

 
1.10

 
1.09

 
1.10

Dividends and interest on short positions to average net assets (%)
 
1.94

*
 
1.25

 
1.09

 
1.16

 
0.91

 
0.24

Total expenses to average net assets (%)
 
3.11

*
 
2.45

 
2.22

 
2.26

 
2.00

 
1.34

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment loss to average net assets (%)
 
(1.22
)
*
 
(1.13
)
 
(1.27
)
 
(1.61
)
 
(1.13
)
 
(0.37
)
Portfolio turnover (%)
 
404

(c)
*
334

(c)
268

(c)
266

(c)
291

(c)
360

Net assets at end of period (in thousands) ($)
928,093
 
 
936,846
 
1,064,927
 
1,326,978
 
1,642,133
 
1,441,596
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 (a) Net investment income (loss) per share excluding all related
 
 
 
 
  short sale income and expenses ($)
 
0.16

 
 
0.04

 
(0.07
)
 
(0.18
)
 
(0.08
)
 
(0.04
)
(b) Per share net investment loss has been calculated using
the average shares outstanding during the period.
(c) Includes short sale bond transactions.
* Computed on an annualized basis.





See accompanying notes to financial statements.
10

 
CGM FOCUS FUND
 
NOTES TO FINANCIAL STATEMENTS — June 30, 2017
(unaudited)

 
1. Organization — CGM Focus Fund (the "Fund") is a diversified series of CGM Trust (the "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 and is following accounting and reporting guidance in the Financial Accounting Standards Board’s (“FASB”) Topic 946 “Financial Services—Investment Companies”. The Trust has two other funds whose financial statements are not presented herein. The Fund commenced operations on September 3, 1997. The Fund’s investment objective is long-term growth of capital. The Fund intends to pursue its objective by investing in a smaller number of companies, and/or in a more limited number of sectors than other diversified mutual funds. In addition, should the investment outlook of the Fund’s investment adviser so warrant, the Fund may engage in a variety of investment techniques including short sales designed to capitalize on declines in the market price of specific securities of one or more companies, or declines in market indexes or government securities.
2. Significant accounting policies — Management has evaluated the events and transactions from June 30, 2017 through the date of issuance of the Fund’s financial statements. For the Fund, there were no material subsequent events that required disclosure in the financial statements or footnotes.
A. Security valuation — Equity securities are valued on the basis of valuations furnished by a pricing service, authorized by the Board of Trustees (the “Board”). Equity securities listed or regularly traded on a securities exchange or in the over-the-counter (“OTC”) market are valued at the last quoted sale price or, for certain markets, the official closing price at the time the valuations are made. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. For securities with no sale reported, the last reported bid price is used for long positions and the last reported ask price for short positions. Corporate debt securities (other than short-term obligations purchased with an original or remaining maturity of sixty days or less) are valued on the basis of valuations furnished by a pricing service, authorized by the Board, 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 held long are valued at the current closing bid and if held short are valued at the current closing ask, as last reported by a pricing service approved by the Board. Short-term investments purchased with an original or remaining maturity of sixty days or less are valued at amortized cost, which approximates value.
When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board. For example, when developments occur between the close of a market and the close of the New York Stock Exchange ("NYSE") that may materially affect the value of some or all of the securities, or when trading in a security is halted, these procedures may be used. The frequency with which these procedures are used is unpredictable. These valuation procedures may result in a change to a particular security’s assigned level within the fair value hierarchy described below. The value of securities used for net asset value (“NAV”) calculation under these procedures may differ from published prices for the same securities.
The Fund may use valuation techniques consistent with the market, income, and cost approach to measure fair value. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts (cash flows, earnings) to a single present amount. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset. To increase consistency and comparability in

11

 
CGM FOCUS FUND
 
NOTES TO FINANCIAL STATEMENTS (continued)
(unaudited)

fair value measurements and related disclosure, the Fund utilizes a fair value hierarchy which prioritizes the various inputs to valuation techniques used to measure fair value into three broad levels:
Level 1 - Prices determined using: quoted prices in active markets for identical securities that the Fund has the ability to access at the measurement date. Valuation adjustments are not applied to Level 1 investments.
Level 2 - Prices determined using: other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment spreads, credit risk, etc.).
Level 3 - Prices determined using: significant unobservable inputs, including the Fund’s own assumptions and judgment in determining the fair value of investments. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available in the circumstances. Investments falling into the Level 3 category are primarily supported by quoted prices from brokers and dealers participating in the market for those investments. However, these may be classified as Level 3 investments due to lack of market transparency and corroboration to support these quoted prices. Additionally, valuation models may be used as the pricing source for any remaining investments classified as Level 3. These models rely on one or more significant unobservable inputs and/or significant assumptions by Capital Growth Management Limited Partnership, the Fund’s investment adviser (“CGM”). Inputs used in valuations may include, but are not limited to, financial statement analysis, capital account balances, discount rates and estimated cash flows, and comparable company data.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Fund’s investments as of June 30, 2017:
 
 
 
Valuation Inputs
 
Classification
 
Level 1 -
Quoted Prices
 
Level 2 - Other Significant Observable Inputs
 
Level 3 - Significant Unobservable Inputs
 
Investments in Securities-Assets
 
 
 
 
 
 
 
Common Stocks*
 
$
975,983,760

 
 
 
Short-Term Investment
 
 
 
 
 
 
 
  Repurchase Agreement
 
 
$
11,705,000

 
 
Total
 
$
975,983,760

 
$
11,705,000

 
 
 
 
 
 
 
 
 
 
Investments in Securities-Liabilities
 
 
 
 
 
 
 
Common Stocks*
 
$
256,763,400

 
 
 
Bonds
 
 
 
 
 
 
 
United States Treasury Bonds
 
 
$
242,310,380

 
 
Total
 
$
256,763,400

 
$
242,310,380

 
 
 
 
 
 
 
 
 
*
All common stocks held in the Fund are Level 1 securities. For a detailed break-out of common stocks by major industry classification, please refer to the Schedule of Investments.
 
 
 
 
 
 
 
 
 
For the six months ended June 30, 2017, there were no transfers among Levels 1, 2 and 3.
B. Security transactions and related investment income — Security transactions are accounted for on the trade date plus one basis for daily NAV calculations. However, for financial reporting purposes, investment transactions are reported on the trade date (date the order to buy or sell is executed). Dividend income and expense is recorded

12

 
CGM FOCUS FUND
 
NOTES TO FINANCIAL STATEMENTS (continued)
(unaudited)

on the ex-dividend date net of applicable foreign taxes, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable based upon its current interpretations of the tax rules and regulations that exist in the markets in which it invests. Interest income and expense is recorded on an accrual basis and includes amortization of premium and discount. Net gain or loss on securities sold is determined on the identified cost basis and may include proceeds from litigation. Distributions from publicly traded partnerships are generally recorded based on the characterization reported on the Fund’s schedule K-1 received from the partnership. Non-cash dividend payments, if any, are recorded at the fair market value of the securities received.
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.
Capital accounts within the financial statements are adjusted for permanent book/tax differences. These adjustments have no impact on the Fund's net assets or results of operations. Temporary book/tax differences, if any, will reverse in a subsequent period. Any difference between book basis and tax basis unrealized appreciation is attributable primarily to the temporary book/tax difference of tax deferral of losses on wash sales.
As of June 30, 2017, the components of distributable earnings on a tax basis were as follows:
Undistributed Ordinary Income
 
Undistributed Long-term Capital Gains
 
Net Unrealized Appreciation/ (Depreciation)
 
 
$96,665,066
The identified cost of investments in securities held long, owned by the Fund for federal income tax purposes, and their respective gross unrealized appreciation and depreciation at June 30, 2017 was as follows:
Identified Cost
 
Gross Unrealized Appreciation
 
Gross Unrealized Depreciation
 
Net Unrealized Appreciation
$891,023,694
 
$105,738,310
 
$(9,073,244)
 
$96,665,066
For the year ended December 31, 2016, the capital loss carryovers utilized or expired and the accumulated net realized loss on sales of investments for federal income tax purposes which are available to offset future taxable gains, prior to distributing such gains to shareholders, are shown in the table below:
 
 
Capital Loss Carryovers Utilized
 
Capital Loss Carryovers Expired
 
Remaining Capital Loss Carryovers
 
Expires December 31,
 
$888,260,104
 
 
2016
 
 
$
1,572,159,776

 
2017
Total
 
 
$888,260,104
 
$
1,572,159,776

 
 
Capital losses may be utilized to offset future capital gains until expiration. Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carry forwards may more likely expire unused. Also, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

13

 
CGM FOCUS FUND
 
NOTES TO FINANCIAL STATEMENTS (continued)
(unaudited)

As of December 31, 2016, the post-enactment capital loss carryforwards utilized and the accumulated net realized loss on sales of investments for federal income tax purposes which are available to offset future taxable gains, prior to distributing such gains to shareholders, are shown in the table below:
 Short-term
 Capital Loss Carryforward Utilized
 
Long-term
Capital Loss Carryforward Utilized
 
Total
 
Remaining Short-term
 Capital Loss Carryforward
 
Remaining Long-term
Capital Loss Carryforward
 
Total
$10,736,266
 
 
$10,736,266
 
$17,899,500
 
 
$17,899,500
Management has concluded that there are no significant uncertain tax positions for the open tax years as of December 31, 2016 that would require recognition in the financial statements. However, management’s conclusion may be subject to review and adjustment at a later date based on factors including, but not limited to, new tax laws, regulations, and administrative interpretations (including relevant court decisions). Generally, the Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.
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. Distributions from net investment income and short-term capital gains are treated as ordinary income for income tax purposes. Permanent book/tax differences relating to shareholder distributions may result in reclassifications to paid-in capital or accumulated realized gain/(loss). Permanent book/tax differences are primarily attributable to net operating losses and expiring capital loss carryforwards. The Fund also may utilize earnings and profits distributed to shareholders on redemption of shares as a part of the dividend deduction for income tax purposes. Undistributed net investment income or accumulated net investment loss may include temporary book/tax differences such as tax deferral of losses on wash sales, which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year. The tax characterization of distributions is determined on an annual basis.
E. 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 the replacement. The Fund is liable for any fees, dividends or interest paid on securities sold short, which are recorded as expenses on the Statement of Operations. 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. Under certain market conditions, short sales can increase the volatility of the Fund and may lower the Fund’s return or result in losses, which potentially may be unlimited. The market value of securities held in a segregated account at June 30, 2017, was $271,724,200 and the value of cash held in a segregated account, a portion of which may have been restricted at June 30, 2017, was $438,779,825.
F. Guarantees and indemnifications — Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties for the Fund. Additionally, in the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote.
G. Foreign currency translation — All assets and liabilities initially expressed in terms of foreign currencies are translated into U.S. dollars each day at the prevailing exchange rate. Transactions affecting Statement of Operations accounts and net realized gain or 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 the end of the period, resulting from changes in the exchange rate.
H. Repurchase agreements — The Fund enters into repurchase agreements, under the terms of a Master Repurchase Agreement, secured by U.S. Government or Agency securities, which involve the purchase of securities from a counterparty with a simultaneous commitment to resell the securities at an agreed upon date and price. Certain repurchase agreements are tri-party arrangements whereby the collateral is held in a segregated account for the benefit of the Fund and on behalf of the counterparty. Repurchase agreements afford the Fund the opportunity to earn a return on temporarily available cash at minimal market risk. While the underlying security may be a bill, certificate of indebtedness, note or bond issued by an agency, authority or instrumentality of the U.S. Government, the obligation of the seller is not guaranteed by the U.S. Government and there is a risk that the seller may fail to repurchase the underlying security. Consequently, there may be possible delays or restrictions upon the Fund’s ability to dispose of the underlying securities. Upon an event of default under the Master Repurchase Agreement, the Fund would attempt to exercise its rights with respect to the underlying security, including taking possession of the cash and/or collateral provided by the seller.

At June 30, 2017, the Fund had an investment in a repurchase agreement with a gross value of
$11,705,000 on the Statement of Assets and Liabilities. The value of the related collateral consisting of cash and/or securities of $11,873,110 exceeded the value of the repurchase agreement at June 30, 2017 by $168,110.
I. Use of estimates — The preparation of financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
3. Risks and uncertainties
A. Risks associated with focused investing — The Fund, although diversified, takes a focused approach to investing within particular industries or sectors of the economy and may invest in a relatively small number of individual holdings. Therefore, the Fund may be subject to greater price volatility and may be more adversely affected by the performance of particular industries, sectors, or individual holdings than would a more diversified fund. In addition, funds that invest more heavily in certain industries, sectors or individual holdings are particularly susceptible to the impact of market, economic, regulatory and other factors affecting those investments.
B. Risks associated with foreign investments — The Fund may invest in securities issued by institutions, corporations, and governments established by or located in foreign countries, which may be developed or undeveloped countries. Investing in foreign securities may involve significant risks. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure

14

 
CGM FOCUS FUND
 
NOTES TO FINANCIAL STATEMENTS (continued)
(unaudited)

and reporting requirements of the U.S. securities laws. Foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, political or financial instability or diplomatic and other developments which could affect such investments. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the U.S., and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the U.S. Additionally, because some foreign securities the Fund may acquire are purchased with and payable in foreign currencies, the value of these assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in currency rates and exchange control regulations.
4. Purchases and sales of securities — For the period ended June 30, 2017, purchases and sales of securities other than U.S. Government or Agency obligations and short-term investments aggregated $2,476,101,559 and $2,587,396,056, respectively. Short sales for U.S. Treasury bonds for the period ended June 30, 2017 were $48,910,938.
5. Fees and expenses
A. Management fees — During the period ended June 30, 2017, the Fund incurred management fees of $4,640,802, paid or payable to CGM, certain officers and employees 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 of the Fund's average daily net assets and 0.90% on amounts in excess of $1 billion of the Fund's average daily net assets.
B. Other expenses — The majority of expenses are directly attributable to the Fund. Expenses that are not readily attributable to the Fund are allocated among each of the three funds comprising the Trust in an equitable manner, taking into consideration, among other things, the nature and type of expense and the funds' respective net assets. CGM performs certain administrative, accounting, compliance 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 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 Securities and Exchange Commission ("SEC") compliance; (iii) registration, filing and other fees in connection with requirements of regulatory authorities and (iv) compliance in connection to the Investment Company Act of 1940 and the Sarbanes-Oxley Act of 2002. The accounting, administration and compliance expenses of $300,299, for the period ended June 30, 2017, are shown separately in the Statement of Operations. These expenses include the reimbursement of a portion of the compensation expenses incurred by CGM for its employees who provide these administrative, accounting, compliance, and other services to the Fund, including $262,150 of the salaries of CGM employees who are officers of the Fund.
C. Trustees fees and expenses — The Fund does not pay any compensation directly to any trustees who are “interested persons” (as defined in the Investment Company Act of 1940) of CGM or any affiliate of CGM (other than registered investment companies). For the period ending December 31, 2017, each disinterested trustee will be compensated by the Trust with an annual fee of $90,000 plus travel expenses for each meeting attended. The disinterested trustees are responsible for the audit committee functions of the Trust’s Board and have designated a disinterested trustee to lead the Board's efforts in overseeing those functions, who receives an additional $30,000 annually. Of these amounts, the Fund is responsible for $10,000 per trustee annually, plus an annual variable fee

15

 
CGM FOCUS FUND
 
NOTES TO FINANCIAL STATEMENTS (continued)
(unaudited)

calculated based on the proportion of the Fund’s average net assets relative to the aggregate average net assets of the Trust.
6. Recent accounting pronouncement — In October 2016, the SEC adopted new rules and forms and amended existing rules and forms (together, “final rules”) intended to modernize and enhance the reporting and disclosure of information by registered investment companies and to enhance liquidity risk management by open-ended mutual funds and exchange-traded funds. The final rules are designed to enhance the quality of information available to investors and to allow the SEC to more effectively collect and use data reporting by funds.  In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in the Fund’s financial statements, as well as other amendments.  The compliance date for the amendments to Regulation S-X is August 1, 2017, while the compliance date for the new form types is June 1, 2018 and the compliance date for the liquidity risk management program requirements is December 1, 2018.  Management is currently assessing the potential impact of these enhancements and their impact on the financial statement disclosures and reporting requirements.

16

 
CGM FOCUS FUND
 
ADDITIONAL INFORMATION
(unaudited)

Availability of proxy voting information:
Proxy voting policies and information regarding how the Fund voted proxies relating to portfolio securities during the twelve month period ended June 30, 2017 are available without charge, by calling 800-345-4048. The policies also appear in the Fund’s Statement of Additional Information, which can be found on the CGM Funds' website, www.cgmfunds.com, and the SEC’s website, www.sec.gov. The voting records can also be found on the SEC’s website on the N-PX filing.
Portfolio holdings:
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.
The Fund’s Prospectus and Statement of Additional Information contain additional information on other risks and uncertainties relating to the Fund’s investments. The Fund’s Prospectus and Statement of Additional Information can be obtained on the CGM Funds' website, www.cgmfunds.com, and the SEC’s website, www.sec.gov or by calling 800-345-4048.
Advisory agreement approval:
The Trustees of the Trust considered renewal of the Fund's advisory agreement at meetings of the independent Trustees in March and April 2017 and at a meeting of the full Board in April 2017. The Board considered the following factors and came to the following conclusions:
1. The Board considered the nature, extent, quality and scope of the investment advisory and administrative services provided by CGM to the Fund. The Board agreed that the quality of the CGM professional team working on the Fund was very high, and was satisfied with the quality of CGM’s advisory and administrative services.
2. The Board considered the investment performance of the Fund and reviewed information regarding the performance of the Fund as compared to a market index and three universes of other funds (multi-cap core funds, capital appreciation funds and multi-cap growth funds) provided by Broadridge, Inc., an independent provider of investment company data. The Board noted the above-average performance of the Fund for the one-year period ended December 31, 2016, as well as the below-average performance of the Fund for the three, five and ten-year periods ended December 31, 2016, in each case as compared with each Broadridge universe. The Board noted that CGM manages the Fund’s investments with a long-term focus on global trends that may take time to develop and which carries a risk that expected developments may not occur or may be affected by unexpected events that would affect portfolio returns. However, the Board also observed that CGM's long-term focus had often proven its worth and that it offers Fund investors the potential for significant returns over longer periods of time.
3. The Board discussed the costs of the services provided and profits realized by CGM from the relationship with the mutual funds advised by CGM and the private fund managed by CGM. The Board also compared the profit margins of CGM with public information on the profit margins of a number of publicly held investment advisory firms. The Board found that CGM’s profit margins were reasonable and not excessive.
4. The Board considered whether economies of scale might be realized with growth in the Fund, but in light of the fact that the Fund continued to experience net redemptions in 2016, the Board determined that it would not be advisable at this time to seek to make adjustments to the break point structure of the advisory fees paid by the Fund.
5. The Board received and considered information comparing the advisory fees paid by the Fund and the overall expenses borne by the Fund with those of funds in the relevant expense universe as selected and provided by

17

 
CGM FOCUS FUND
 
ADDITIONAL INFORMATION (continued)
(unaudited)

Broadridge, Inc. The Board noted that the total expense ratio of the Fund was the median total expense ratio for its peer group in the Broadridge expense universe. The advisory fee paid by the Fund was above the median expense ratios of mutual funds included in the Broadridge expense universe, but the Board concluded that this was reasonable in light of CGM's active investment style and the flexibility of the Fund to sell securities short and to leverage positions, which are strategies that many other capital appreciation mutual funds lack the flexibility to pursue. The Board concluded the advisory fees paid by the Fund and the overall expenses borne by the Fund were reasonable and competitive.
In addition to the foregoing, in light of the fact that CGM could potentially benefit from soft dollar arrangements of the Fund, the Board reviewed the brokerage commissions of the Fund and concluded that the brokerage commissions were reasonable, particularly given CGM’s focus on best execution. The Board also considered possible fall-out benefits to CGM from its relationship with the Fund. The Board did not find any such fall-out benefits to be unreasonable or inconsistent with CGM’s role as investment adviser to the Fund.

18

 
CGM FOCUS FUND
 
FUND EXPENSES
(unaudited)

As a shareholder of CGM Focus Fund, you incur two types of costs: (1) transaction costs, which could include, among other charges, wire fees and custodial maintenance fees for certain types of accounts and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period January 1, 2017 to June 30, 2017.
Actual return and expenses
The first line of the table below provides information about actual account values and actual expenses.
You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled ‘‘Expenses Paid During Period’’ to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as any wire fees or custodial maintenance fees that may be payable. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
 
Beginning Account Value 01/01/17
Ending Account Value 06/30/17
Expenses Paid During Period* 01/01/17 - 06/30/17
Actual
$1,000.00
$1,092.65
$16.12
Hypothetical
(5% return before expenses)
$1,000.00
$1,009.39
$15.48
* Expenses are equal to the Fund’s annualized expense ratio of 3.11%, which includes expenses related to short sales activity, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).


19


BOARD OF TRUSTEES
PETER O. BROWN
G. KENNETH HEEBNER
MARK W. HOLLAND
LESLIE A. LAKE
J. BAUR WHITTLESEY

OFFICERS
G. KENNETH HEEBNER, Vice President
DAVID C. FIETZE, President & Chief Compliance Officer
KATHLEEN S. HAUGHTON, Vice President & Anti-Money Laundering Compliance Officer
JEM A. HUDGINS, Treasurer
DEIDRA K. HEWARDT, Assistant Treasurer
LESLIE A. LAKE, Vice President and Secretary
MARTHA I. MAGUIRE, Vice President
TONY FIGUEIREDO, Vice President
KEVIN URE, Vice President
NICOLE M. FEMBLEAUX, Assistant Vice President

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 02111

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





ITEM 2. CODE OF ETHICS.

Not applicable for semi-annual reports.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable for semi-annual reports.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable for semi-annual reports.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
        
Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.

Not applicable. Investments in securities of unaffiliated issuers as of June 30, 2017, as set forth in Section 210.12-12 of Regulation S-X, are included as part of the report to shareholders filed under Item 1 of this Form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to CGM Trust’s Board of Trustees since the last proxy statement to shareholders.  As previously disclosed, CGM Trust does not have a formal process for considering any Trustee candidates recommended by shareholders.




ITEM 11. CONTROLS AND PROCEDURES.

a) Based on their evaluation of the CGM Trust’s disclosure controls and procedures within 90 days of the filing of this Form N-CSR, the principal executive officer and principal financial officer of CGM Trust have concluded that the CGM Trust’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the CGM Trust on Form N-CSR and Form N-Q is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

(b) There were no changes in CGM Trust’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the CGM Trust’s second fiscal quarter of the period covered by this report.

ITEM 12. EXHIBITS.

(a)(1) Not applicable.

(a)(2) Certifications for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 are attached hereto as EX99_CERT.

(a)(3) Not applicable.

(b) Certifications for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(b) under the Investment Company Act of 1940 are attached hereto as EX99_906CERT.
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CGM Trust

By: /S/David C. Fietze
David C. Fietze
President
Principal Executive Officer

Date: August 16, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.




By: /S/ David C. Fietze
David C. Fietze
President
Principal Executive Officer

Date: August 16, 2017

By: /S/ Jem A. Hudgins
Jem A. Hudgins
CFO & Treasurer
Principal Financial Officer

Date: August 16, 2017