EX-99

Report of Independent Accountants

To the Trustees of GMO Trust and Shareholders of GMO Alpha LIBOR Fund:

In planning and  performing  our audit of the financial  statements of GMO Alpha
LIBOR Fund (the "Fund") for the year ended  February 29, 2004, we considered its
internal control,  including control activities for safeguarding securities,  in
order to determine our auditing  procedures  for the purpose of  expressing  our
opinion on the financial  statements and to comply with the requirements of Form
N-SAR, not to provide assurance on internal control.

The  management of the Fund is  responsible  for  establishing  and  maintaining
internal control. In fulfilling this responsibility,  estimates and judgments by
management  are  required to assess the expected  benefits and related  costs of
controls.  Generally,  controls  that are  relevant  to an audit  pertain to the
entity's objective of preparing financial  statements for external purposes that
are  fairly   presented  in  conformity  with  generally   accepted   accounting
principles.   Those  controls   include  the   safeguarding  of  assets  against
unauthorized acquisition, use or disposition.

Because of inherent  limitations in internal control,  errors or fraud may occur
and not be detected.  Also,  projection of any evaluation of internal control to
future  periods  is  subject to the risk that  controls  may  become  inadequate
because of changes in conditions or that the  effectiveness  of their design and
operation may deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in  internal   control  that  might  be  material   weaknesses  under  standards
established  by the  American  Institute  of  Certified  Public  Accountants.  A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk  that  misstatements  caused  by error or fraud in  amounts  that  would be
material in relation to the financial statements being audited may occur and not
be  detected  within a timely  period  by  employees  in the  normal  course  of
performing  their assigned  functions.  However,  we noted no matters  involving
internal  control  and  its  operation,   including  controls  for  safeguarding
securities,  that we consider to be material  weaknesses  as defined above as of
February 29, 2004.

This  report is  intended  solely  for the  information  and use of the Board of
Directors,  management  and the  Securities  and Exchange  Commission and is not
intended  to be and  should not be used by anyone  other  than  these  specified
parties.



April 22, 2004



PricewaterhouseCoopers LLP
125 High Street
Boston, MA 02110-1707
Telephone (617) 530 5000
Facsimile (617) 530 5001

EX-99

Item 77D Effective as of January 8, 2004, for GMO Currency Hedged  International
Bond Fund, the clause "and  currencies"  is added after the term  "countries" in
the  first  sentence  of  the  first  paragraph  under  the  caption  "Principal
investment  strategies" on page 52 of the Prospectus.

Effective as of January1,  2004, GMO Currency Hedged  International  Bond Fund's
benchmark  changed from the J.P. Morgan Non-U.S.  Government Bond Index (Hedged)
to the J.P. Morgan Non-U.S. Government Bond Index (Hedged) (ex-Japan).

Effective June 30, 2003,GMO temporarily agreed to waive 0.21% of GMO Real Estate
Fund's  management fee. As a result,  the Fund will incur management fees at the
annual rate of 0.33% of the Fund's average daily net assets

Effective  June 30, 2003,  purchase  premiums  and  redemption  fees have been
reinstated  for all GMO asset  allocation  funds

Effective  June  27,  2003,  GMO  Short-Duration  Collateral  Fund's  investment
objective  was  changed to the  reference  to LIBOR and  emphasis  on high total
return.  The fund adopted the following  non-fundamental  investment  objective:
Total return in excess of the Fund's benchmark (JP Morgan US 3-Month Cash Index)


Effective  June 30, 2003,  GMO Trust  eliminated  the following  non-fundamental
restriction to applicable GMO Foreign Fund:

With  respect to Foreign  Fund only,  to (i) invest in  interests of any general
partnership, (ii) utilize margin or other borrowings to increase market exposure
(such  prohibition  shall  extend  to the use of  cash  collateral  obtained  in
exchange for loaned  securities but does not prohibit the use of margin accounts
for permissible futures trading; further, the Fund may borrow an amount equal to
cash  receivable  from sales of stocks or securities  the settlement of which is
deferred  under  standard  practice  in the  country of sale),  (iii)  pledge or
otherwise encumber its assets, and (iv) invest more than 5% of its assets in any
one issuer (except Government securities and bank certificates of deposit).

On March 1, 2003,  GMO U.S.  Sector  Fund's  benchmark  changed from the S&P 500
Index to the Russell 3000 Index.  Accordingly,  the  paragraph on page 70 of the
Prospectus under the caption "Benchmark

EX-99

NSAR Item 77E:  Legal Proceedings


Series 15 - GMO Emerging Markets Fund

Indian  regulators have alleged that the Fund violated certain  conditions under
which it was  granted  permission  to  operate  in India and have  restricted  a
portion of the Fund's locally held assets pending resolution of the dispute. The
amount  of  restricted  assets  is  small  relative  to the  size  of the  Fund,
representing  approximately  0.02% of the Fund's total assets as of February 29,
2004.  The  valuation  of this  possible  claim and all matters  relating to the
Fund's response to these  allegations are subject to the supervision and control
the Trust's Board of Trustees, and all costs in respect of this matter are being
borne by the Fund.

EX-99

SUB-ITEM 77H

The following  shareholders  held greater than 25% of the outstanding  shares of
the series as of February 29, 2004:

Fund                                      Shareholder


GMO Alpha LIBOR Fund                      VERIB NYXF1776322




The following  shareholders  ceased to hold greater than 25% of the  outstanding
shares of the series  during the period  December 1, 2003  through  February 29,
2004:

Fund                                      Shareholder

None

EX-99

Item 77I (a) Rule 18f-3 Plan for GMO Trust Classes  I-VIII and M. The changes to
the GMO Trust Rule 18f-3 plan were  primarily  intended  to clarify the dates on
which GMO shareholder  services will determine the class for which each investor
is eligible at that time and the process for  providing  notice to any  investor
whose investment will be converted to a class with a higher shareholder  service
fee.  The  other  substantive  change  relates  to  GMO's  determination  as  to
aggregation  of client  accounts for purposes of determining  eligibility  for a
particular class.

(b) Effective June 27, 2003,  International  Disciplined Equity Fund added a new
class of fund shares,  Class IV. This class of shares is distinguished  from the
other classes by its Shareholder Service fee of .09% (Class III fee is .15%)

EX-99

Item 77Q1

(a) Attached are copies of the following Amendments to the GMO Trust Declaration
of Trust

Amendment No. 11:  GMO U.S. Quality Equity Fund was added as a new
series of the Trust

Amendment No.10:  GMO Benchmark-Free Allocation Fund was added as a
new series of the GMO Trust

Amendment No. 10: GMO Short-Term Income Fund changed its name to:
GMO Short-Duration Investment Fund

Amendment No. 9:  GMO World Balanced Allocation Fund changed its
name to:  GMO Global Balanced Asset Allocation Fund

(e) Attached are copies of the  following  investment  advisory  contracts  with
Grantham Mayo Van Otterloo & Co LLC:

GMO Trust on behalf of GMO U.S. Quality Equity Fund

GMO Trust on behalf of GMO Benchmark-Free Allocation Fund

EX-99

GMO TRUST

AMENDMENT NO. 11
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

The  undersigned,  constituting  at least a majority of the  trustees of the GMO
Trust, a Massachusetts  business trust created and existing under an Amended and
Restated   Agreement  and   Declaration  of  Trust  dated  June  23,  2000  (the
"Declaration  of  Trust"),  a copy of  which  is on file  in the  Office  of the
Secretary of The  Commonwealth of  Massachusetts,  having  determined that it is
desirable and  appropriate  to establish and designate one new series of the GMO
Trust,  do hereby direct that this  Amendment No. 11 be filed with the Secretary
of The  Commonwealth  of  Massachusetts  and do hereby amend the  Declaration of
Trust so that Schedule 3.6 of the  Declaration  of Trust is amended and restated
in its entirety as attached hereto.

The foregoing amendment shall become effective on January 23, 2004.

IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and for our
successors and assigns this 5th day of December, 2003.


/S/ Donald W. Glazer________________
                                                Donald W. Glazer
225 Kenrick Street
Newton, MA  02458


_________________________________
R. Jeremy Grantham
40 Rowes Wharf
Boston, Massachusetts  02110


__________________________________
Jay O. Light
30 Wellesley Road
Belmont, Massachusetts  02478

GMO TRUST

AMENDMENT NO. 11
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

The  undersigned,  constituting  at least a majority of the  trustees of the GMO
Trust, a Massachusetts  business trust created and existing under an Amended and
Restated   Agreement  and   Declaration  of  Trust  dated  June  23,  2000  (the
"Declaration  of  Trust"),  a copy of  which  is on file  in the  Office  of the
Secretary of The  Commonwealth of  Massachusetts,  having  determined that it is
desirable and  appropriate  to establish and designate one new series of the GMO
Trust,  do hereby direct that this  Amendment No. 11 be filed with the Secretary
of The  Commonwealth  of  Massachusetts  and do hereby amend the  Declaration of
Trust so that Schedule 3.6 of the  Declaration  of Trust is amended and restated
in its entirety as attached hereto.

The foregoing amendment shall become effective on January 23, 2004.

IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and for our
successors and assigns this 5th day of December, 2003.


_________________________________
                                                Donald W. Glazer
225 Kenrick Street
Newton, MA  02458


_________________________________
R. Jeremy Grantham
40 Rowes Wharf
Boston, Massachusetts  02110


/S/ Jay O. Light         _______________
Jay O. Light
30 Wellesley Road
Belmont, Massachusetts  02478

Schedule 3.6 to Decl. of Trust

Series
GMO U.S. Core Fund
GMO Tobacco-Free Core Fund
GMO Value Fund
GMO Intrinsic Value Fund
GMO Growth Fund
GMO Small Cap Value Fund
GMO Small Cap Growth Fund
GMO Real Estate Fund
GMO Tax-Managed U.S. Equities Fund
GMO Tax-Managed Small Companies Fund
GMO International Disciplined Equity Fund
GMO International Intrinsic Value Fund
GMO International Growth Fund
GMO Currency Hedged International Equity Fund
GMO Foreign Fund
GMO Foreign Small Companies Fund
GMO International Small Companies Fund
GMO Emerging Markets Fund
GMO Emerging Countries Fund
GMO Asia Fund
GMO Tax-Managed International Equities Fund
GMO Domestic Bond Fund
GMO Core Plus Bond Fund
GMO International Bond Fund
GMO Currency Hedged International Bond Fund
GMO Global Bond Fund
GMO Emerging Country Debt Fund
GMO Short-Duration Investment Fund
GMO Global Hedged Equity Fund
GMO Inflation Indexed Bond Fund
GMO Emerging Country Debt Share Fund
GMO International Equity Allocation Fund
GMO Global Balanced Asset Allocation Fund
GMO Global (U.S.+) Equity Allocation Fund
GMO U.S. Sector Fund
GMO International Core Plus Allocation Fund
GMO Alpha LIBOR Fund
GMO Taiwan Fund
GMO Short-Duration Collateral Fund
GMO Benchmark-Free Allocation Fund
GMO U.S. Quality Equity Fund

EX-99

GMO TRUST

AMENDMENT NO. 10
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

The  undersigned,  constituting  at least a majority of the  trustees of the GMO
Trust, a Massachusetts  business trust created and existing under an Amended and
Restated   Agreement  and   Declaration  of  Trust  dated  June  23,  2000  (the
"Declaration  of  Trust"),  a copy of  which  is on file  in the  Office  of the
Secretary of The  Commonwealth of  Massachusetts,  having  determined that it is
desirable and  appropriate  to establish and designate one new series of the GMO
Trust,  and to change the name of the "GMO Short-Term  Income Fund," a series of
the GMO Trust,  to the "GMO  Short-Duration  Investment  Fund," do hereby direct
that this  Amendment No. 10 be filed with the Secretary of The  Commonwealth  of
Massachusetts  and do hereby amend the Declaration of Trust so that Schedule 3.6
of the  Declaration of Trust is amended and restated in its entirety as attached
hereto.

The foregoing amendment shall become effective on June 30, 2003.

IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and for our
successors and assigns this 19th day of June, 2003.


/S/ Donald W. Glazer_______________
                                                Donald W. Glazer
225 Kenrick Street
Newton, MA  02458


_________________________________
R. Jeremy Grantham
40 Rowes Wharf
Boston, Massachusetts  02110


/S/ Jay O. Light____________________
Jay O. Light
30 Wellesley Road
Belmont, Massachusetts  02478

Schedule 3.6 to Decl. of Trust

Series
GMO U.S. Core Fund
GMO Tobacco-Free Core Fund
GMO Value Fund
GMO Intrinsic Value Fund
GMO Growth Fund
GMO Small Cap Value Fund
GMO Small Cap Growth Fund
GMO Real Estate Fund
GMO Tax-Managed U.S. Equities Fund
GMO Tax-Managed Small Companies Fund
GMO International Disciplined Equity Fund
GMO International Intrinsic Value Fund
GMO International Growth Fund
GMO Currency Hedged International Equity Fund
GMO Foreign Fund
GMO Foreign Small Companies Fund
GMO International Small Companies Fund
GMO Emerging Markets Fund
GMO Emerging Countries Fund
GMO Asia Fund
GMO Tax-Managed International Equities Fund
GMO Domestic Bond Fund
GMO Core Plus Bond Fund
GMO International Bond Fund
GMO Currency Hedged International Bond Fund
GMO Global Bond Fund
GMO Emerging Country Debt Fund
GMO Short-Duration Investment Fund
GMO Global Hedged Equity Fund
GMO Inflation Indexed Bond Fund
GMO Emerging Country Debt Share Fund
GMO International Equity Allocation Fund
GMO Global Balanced Asset Allocation Fund
GMO Global (U.S.+) Equity Allocation Fund
GMO U.S. Sector Fund
GMO International Core Plus Allocation Fund
GMO Alpha LIBOR Fund
GMO Taiwan Fund
GMO Short-Duration Collateral Fund
GMO Benchmark-Free Allocation Fund

EX-99

GMO TRUST

AMENDMENT NO. 9
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

The  undersigned,  constituting  at least a majority of the  trustees of the GMO
Trust, a Massachusetts  business trust created and existing under an Amended and
Restated   Agreement  and   Declaration  of  Trust  dated  June  23,  2000  (the
"Declaration  of  Trust"),  a copy of  which  is on file  in the  Office  of the
Secretary of The  Commonwealth of  Massachusetts,  having  determined that it is
desirable  and  appropriate  to  change  the  name of the  "GMO  World  Balanced
Allocation  Fund," a series of the GMO Trust,  to the "GMO Global Balanced Asset
Allocation  Fund", and to rescind the  establishment  and designation of the GMO
Pelican Fund series,  do hereby  direct that this  Amendment No. 9 be filed with
the  Secretary  of The  Commonwealth  of  Massachusetts  and do hereby amend the
Declaration of Trust so that Schedule 3.6 of the Declaration of Trust is amended
and restated in its entirety as attached hereto.

The foregoing amendment shall become effective on June 30, 2003.

IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and for our
successors and assigns this 19th day of June, 2003.


/S/ Donald W. Glazer_______________
                                                Donald W. Glazer
225 Kenrick Street
Newton, MA  02458


/S/ R. Jeremy Grantham______________
R. Jeremy Grantham
40 Rowes Wharf
Boston, Massachusetts  02110


/S/ Jay O. Light____________________
Jay O. Light
30 Wellesley Road
Belmont, Massachusetts  02478

Schedule 3.6 to Decl. of Trust

Series
GMO U.S. Core Fund
GMO Tobacco-Free Core Fund
GMO Value Fund
GMO Intrinsic Value Fund
GMO Growth Fund
GMO Small Cap Value Fund
GMO Small Cap Growth Fund
GMO Real Estate Fund
GMO Tax-Managed U.S. Equities Fund
GMO Tax-Managed Small Companies Fund
GMO International Disciplined Equity Fund
GMO International Intrinsic Value Fund
GMO International Growth Fund
GMO Currency Hedged International Equity Fund
GMO Foreign Fund
GMO Foreign Small Companies Fund
GMO International Small Companies Fund
GMO Emerging Markets Fund
GMO Emerging Countries Fund
GMO Asia Fund
GMO Tax-Managed International Equities Fund
GMO Domestic Bond Fund
GMO Core Plus Bond Fund
GMO International Bond Fund
GMO Currency Hedged International Bond Fund
GMO Global Bond Fund
GMO Emerging Country Debt Fund
GMO Short-Term Income Fund
GMO Global Hedged Equity Fund
GMO Inflation Indexed Bond Fund
GMO Emerging Country Debt Share Fund
GMO International Equity Allocation Fund
GMO Global Balanced Asset Allocation Fund
GMO Global (U.S.+) Equity Allocation Fund
GMO U.S. Sector Fund
GMO International Core Plus Allocation Fund
GMO Alpha LIBOR Fund
GMO Taiwan Fund
GMO Short-Duration Collateral Fund

EX-99

MANAGEMENT  CONTRACT Management Contract executed as of January 23, 2004 between
GMO TRUST,  a  Massachusetts  business  trust (the "Trust") on behalf of its GMO
U.S.  Quality Equity Fund (the "Fund"),  and GRANTHAM,  MAYO, VAN OTTERLOO & CO.
LLC, a Massachusetts limited liability company (the "Manager").

 W I T N E S S E T H:

That in consideration of the mutual covenants herein contained,  it is agreed as
follows: 1. SERVICES TO BE RENDERED BY MANAGER TO THE TRUST.

(a)  Subject  always to the  control  of the  Trustees  of the Trust and to such
policies as the Trustees may  determine,  the Manager will, at its expense,  (i)
furnish continuously an investment program for the Fund and will make investment
decisions  on behalf of the Fund and place all orders for the  purchase and sale
of its portfolio securities and (ii) furnish office space and equipment, provide
bookkeeping and clerical services  (excluding  determination of net asset value,
shareholder  accounting  services and the fund accounting  services for the Fund
being supplied by Investors Bank & Trust Company or such other  administrator as
the Fund may engage from time to time) and pay all  salaries,  fees and expenses
of officers and Trustees of the Trust who are  affiliated  with the Manager.  In
the  performance  of its duties,  the Manager will comply with the provisions of
the Agreement and  Declaration  of Trust and By-laws of the Trust and the Fund's
stated investment objective, policies and restrictions.

(b) In placing  orders for the portfolio  transactions  of the Fund, the Manager
will seek the best price and execution available, except to the extent it may be
permitted  to pay  higher  brokerage  commissions  for  brokerage  and  research
services as  described  below.  In using its best efforts to obtain for the Fund
the most favorable price and execution available, the Manager shall consider all
factors it deems  relevant,  including,  without  limitation,  the  overall  net
economic  result  to  the  Fund  (involving  price  paid  or  received  and  any
commissions and other costs paid),  the efficiency with which the transaction is
effected,  the ability to effect the  transaction  at all where a large block is
involved,  availability  of the  broker  to  stand  ready  to  execute  possibly
difficult transactions in the future and financial strength and stability of the
broker.  Subject to such  policies as the  Trustees may  determine,  the Manager
shall  not be deemed  to have  acted  unlawfully  or to have  breached  any duty
created by this  Contract or otherwise  solely by reason of its having  caused a
Fund to pay a broker or dealer that provides  brokerage and research services to
the  Manager  an amount of  commission  for  effecting  a  portfolio  investment
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction,  if the Manager  determines in good
faith that such amount of commission  was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer, viewed in
terms  of  either  that   particular   transaction  or  the  Manager's   overall
responsibilities  with respect to the Trust and to other  clients of the Manager
as to which the Manager exercises investment discretion.

(c) The Manager shall not be obligated  under this agreement to pay any expenses
of or for the Trust or of or for the Fund not  expressly  assumed by the Manager
pursuant to this Section

1 other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.

It is understood that any of the shareholders,  Trustees, officers and employees
of the Trust may be a partner, shareholder, director, officer or employee of, or
be otherwise  interested  in, the Manager,  and in any person  controlled  by or
under  common  control  with the  Manager,  and that the  Manager and any person
controlled  by or under common  control with the Manager may have an interest in
the Trust. It is also  understood that the Manager and persons  controlled by or
under common  control with the Manager  have and may have  advisory,  management
service,  distribution or other contracts with other  organizations and persons,
and may have other interests and businesses.

3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Fund will pay to the
Manager as compensation for the Manager's services rendered,  for the facilities
furnished  and for the  expenses  borne by the Manager  pursuant to Section 1, a
fee, computed and paid monthly at the annual rate of 0.33% of the Fund's average
daily net asset value.  Such average  daily net asset value of the Fund shall be
determined by taking an average of all of the  determinations  of such net asset
value  during such month at the close of business  on each  business  day during
such month while this Contract is in effect.  Such fee shall be payable for each
month  within five (5) business  days after the end of such month.  In the event
that  expenses  of the  Fund for any  fiscal  year  should  exceed  the  expense
limitation on investment  company  expenses imposed by any statute or regulatory
authority of any  jurisdiction  in which shares of the Trust are  qualified  for
offer and sale, the  compensation  due the Manager for such fiscal year shall be
reduced by the amount of such excess by a reduction  or refund  thereof.  In the
event that the  expenses  of the Fund exceed any  expense  limitation  which the
Manager may, by written notice to the Trust, voluntarily declare to be effective
with respect to the Fund,  subject to such terms and  conditions  as the Manager
may prescribe in such notice, the compensation due the Manager shall be reduced,
and,  if  necessary,  the Manager  shall bear the Fund's  expenses to the extent
required by such expense  limitation.  If the Manager  shall serve for less than
the whole of a month, the foregoing compensation shall be prorated.

4.  ASSIGNMENT  TERMINATES  THIS  CONTRACT;  AMENDMENTS OF THIS  CONTRACT.  This
Contract shall automatically  terminate,  without the payment of any penalty, in
the event of its assignment;  and this Contract shall not be amended unless such
amendment is approved at a meeting by the affirmative  vote of a majority of the
outstanding  shares  of the Fund,  and by the vote,  cast in person at a meeting
called for the purpose of voting on such approval, of a majority of the Trustees
of the Trust who are not interested  persons of the Trust or of the Manager.

5.
EFFECTIVE  PERIOD AND  TERMINATION OF THIS CONTRACT.  This Contract shall become
effective  upon its  execution,  and  shall  remain  in full  force  and  effect
continuously thereafter (unless terminated automatically as set forth in Section
4) until terminated as follows:

(a) Either party hereto may at any time terminate this Contract by not more than
sixty days'  written  notice  delivered or mailed by  registered  mail,  postage
prepaid, to the other party, or

(b) If (i) the Trustees of the Trust or the shareholders by the affirmative vote
of a majority of the outstanding  shares of the Fund, and (ii) a majority of the
Trustees  of the Trust  who are not  interested  persons  of the Trust or of the
Manager, by vote cast in person at a meeting called for the purpose of voting on
such approval,  do not specifically approve at least annually the continuance of
this Contract,  then this Contract shall automatically terminate at the close of
business on the second  anniversary of its execution,  or upon the expiration of
one year from the  effective  date of the last such  continuance,  whichever  is
later; provided,  however, that if the continuance of this Contract is submitted
to the shareholders of the Fund for their approval and such shareholders fail to
approve such  continuance of this Contract as provided  herein,  the Manager may
continue to serve hereunder in a manner  consistent with the Investment  Company
Act of 1940 and the rules and regulations thereunder.

Action  by the  Trust  under  (a)  above  may be taken  either  (i) by vote of a
majority of its Trustees,  or (ii) by the affirmative  vote of a majority of the
outstanding  shares of the Fund.  Termination of this Contract  pursuant to this
Section 5 shall be without the payment of any penalty.

6. CERTAIN DEFINITIONS. For the purposes of this Contract, the "affirmative vote
of a majority of the outstanding shares" of the Fund means the affirmative vote,
at a duly called and held meeting of shareholders,  (a) of the holders of 67% or
more of the shares of the Fund  present (in person or by proxy) and  entitled to
vote at such meeting,  if the holders of more than 50% of the outstanding shares
of the Fund  entitled to vote at such meeting are present in person or by proxy,
or (b) of the  holders  of more than 50% of the  outstanding  shares of the Fund
entitled to vote at such meeting, whichever is less.

For the purposes of this Contract,  the terms  "affiliated  person",  "control",
"interested  person"  and  "assignment"  shall  have their  respective  meanings
defined  in the  Investment  Company  Act of 1940 and the rules and  regulations
thereunder,  subject,  however,  to such  exemptions  as may be  granted  by the
Securities and Exchange Commission under said Act; and the phrase  "specifically
approve at least  annually"  shall be construed in a manner  consistent with the
Investment Company Act of 1940 and the rules and regulations thereunder.

7. NONLIABILITY OF MANAGER. In the absence of willful misfeasance,  bad faith or
gross  negligence  on the part of the  Manager,  or  reckless  disregard  of its
obligations  and  duties  hereunder,  the  Manager  shall not be  subject to any
liability  to the Trust,  or to any  shareholder  of the  Trust,  for any act or
omission in the course of, or connected with,  rendering services hereunder.  8.
INITIALS "GMO".

The Manager owns the initials "GMO" which may be used by the Trust only with the
consent of the Manager. The Manager consents to the use by the Trust of the name
"GMO Trust" or any other name embodying the initials "GMO", in such forms as the
Manager shall in writing approve,  but only on condition and so long as (i) this
Contract  shall  remain in full force and (ii) the Trust  shall  fully  perform,
fulfill and comply with all provisions of this Contract  expressed  herein to be
performed,  fulfilled or complied  with by it. No such name shall be used by the
Trust at any time or in any place or for any  purposes  or under any  conditions
except as in this section provided.  The foregoing  authorization by the Manager
to the Trust to use said initials as part of a business or name is not exclusive
of the right of the Manager  itself to use, or to  authorize  others to use, the
same;  the Trust  acknowledges  and agrees  that as between  the Manager and the
Trust,  the Manager has the  exclusive  right so to authorize  others to use the
same;  the Trust  acknowledges  and agrees  that as between  the Manager and the
Trust,  the Manager has the  exclusive  right so to use, or authorize  others to
use, said initials and the Trust agrees to take such action as may reasonably be
requested by the Manager to give full effect to the  provisions  of this section
(including,  without  limitation,  consenting  to such  use of  said  initials).
Without  limiting the generality of the foregoing,  the Trust agrees that,  upon
any termination of this Contract by either party or upon the violation of any of
its provisions by the Trust,  the Trust will, at the request of the Manager made
within six  months  after the  Manager  has  knowledge  of such  termination  or
violation,  use its  best  efforts  to  change  the  name of the  Trust so as to
eliminate all  reference,  if any, to the initials "GMO" and will not thereafter
transact any  business in a name  containing  the initials  "GMO" in any form or
combination  whatsoever,  or designate itself as the same entity as or successor
to an entity of such name,  or  otherwise  use the  initials  "GMO" or any other
reference  to the  Manager.  Such  covenants  on the part of the Trust  shall be
binding upon it, its trustees, officers,  stockholders,  creditors and all other
persons claiming under or through it.

9.  LIMITATION  OF LIABILITY OF THE  TRUSTEES  AND  SHAREHOLDERS.  A copy of the
Agreement and Declaration of Trust of the Trust is on file with the Secretary of
The  Commonwealth  of  Massachusetts,  and  notice  is  hereby  given  that this
instrument  is executed on behalf of the  Trustees of the Trust as Trustees  and
not  individually  and that the  obligations of this  instrument are not binding
upon any of the Trustees or shareholders  individually but are binding only upon
the assets and property of the Fund.

IN WITNESS  WHEREOF,  GMO TRUST and GRANTHAM,  MAYO, VAN OTTERLOO & CO. LLC have
each caused this  instrument to be signed in duplicate on its behalf by its duly
authorized representative, all as of the day and year first above written.

GMO TRUST



By_______________________________________
    Title:

GRANTHAM, MAYO, VAN OTTERLOO
   & CO. LLC



By_______________________________________
    Title:

EX-99

MANAGEMENT CONTRACT Management Contract executed as of June 19, 2003 between GMO
TRUST,  a  Massachusetts  business  trust  (the  "Trust")  on  behalf of its GMO
Benchmark-Free  Allocation Fund (the "Fund"), and GRANTHAM, MAYO, VAN OTTERLOO &
CO. LLC, a Massachusetts limited liability company (the "Manager").

W I T N E S S E T H:

That in consideration of the mutual covenants herein contained,  it is agreed as
follows: 1. SERVICES TO BE RENDERED BY MANAGER TO THE TRUST.

(a)  Subject  always to the  control  of the  Trustees  of the Trust and to such
policies as the Trustees may  determine,  the Manager will, at its expense,  (i)
furnish  continuously  an asset  allocation  program  for the Fund and will make
investment decisions on behalf of the Fund and place all orders for the purchase
and  sale  of its  portfolio  securities  and  (ii)  furnish  office  space  and
equipment,  provide certain bookkeeping and clerical services (excluding without
limitation determination of net asset value, shareholder accounting services and
the fund  accounting  services  for the  Fund)  and pay all  salaries,  fees and
expenses  of officers  and  Trustees  of the Trust who are  affiliated  with the
Manager.  In the  performance  of its duties,  the Manager  will comply with the
provisions of the Agreement  and  Declaration  of Trust and By-laws of the Trust
and the Fund's stated investment objective, policies and restrictions.

(b) In placing  orders for the portfolio  transactions  of the Fund, the Manager
will seek the best price and execution available, except to the extent it may be
permitted  to pay  higher  brokerage  commissions  for  brokerage  and  research
services as  described  below.  In using its best efforts to obtain for the Fund
the most favorable price and execution available, the Manager shall consider all
factors it deems  relevant,  including,  without  limitation,  the  overall  net
economic  result  to  the  Fund  (involving  price  paid  or  received  and  any
commissions and other costs paid),  the efficiency with which the transaction is
effected,  the ability to effect the  transaction  at all where a large block is
involved,  availability  of the  broker  to  stand  ready  to  execute  possibly
difficult transactions in the future and financial strength and stability of the
broker.  Subject to such  policies as the  Trustees may  determine,  the Manager
shall  not be deemed  to have  acted  unlawfully  or to have  breached  any duty
created by this  Contract or otherwise  solely by reason of its having  caused a
Fund to pay a broker or dealer that provides  brokerage and research services to
the  Manager  an amount of  commission  for  effecting  a  portfolio  investment
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction,  if the Manager  determines in good
faith that such amount of commission  was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer, viewed in
terms  of  either  that   particular   transaction  or  the  Manager's   overall
responsibilities  with respect to the Trust and to other  clients of the Manager
as to which the Manager exercises investment discretion.

(c) The Manager shall not be obligated  under this agreement to pay any expenses
of or for the Trust or of or for the Fund not  expressly  assumed by the Manager
pursuant to this Section 1 other than as provided in Section 3.

2.  OTHER  AGREEMENTS,  ETC.  It is  understood  that  any of the  shareholders,
Trustees,  officers and  employees  of the Trust may be a partner,  shareholder,
director,  officer or employee of, or be otherwise  interested  in, the Manager,
and in any person  controlled by or under common  control with the Manager,  and
that the Manager and any person  controlled by or under common  control with the
Manager  may have an  interest  in the  Trust.  It is also  understood  that the
Manager and persons  controlled by or under common control with the Manager have
and may have advisory,  management service, distribution or other contracts with
other organizations and persons, and may have other interests and businesses.

3.  COMPENSATION  TO BE PAID BY THE TRUST TO THE  MANAGER.  The Fund will pay no
direct fee to the Manager as compensation  for the Manager's  services  rendered
hereunder.  Since the Manager intends to invest most or all of the Fund's assets
in other Funds of the Trust, the Manager will be indirectly  compensated for its
services rendered hereunder pursuant to the terms of other Management  Contracts
between the Trust, on behalf of other Funds of the Trust, and the Manager.

In the event that  expenses of the Fund for any fiscal  year  should  exceed the
expense  limitation on  investment  company  expenses  imposed by any statute or
regulatory  authority  of any  jurisdiction  in which  shares  of the  Trust are
qualified for offer and sale, the  compensation  due the Manager for such fiscal
year  shall be reduced by the  amount of such  excess by a  reduction  or refund
thereof.  In the  event  that  the  expenses  of the  Fund  exceed  any  expense
limitation  which the Manager may, by written  notice to the Trust,  voluntarily
declare to be  effective  with  respect  to the Fund,  subject to such terms and
conditions as the Manager may prescribe in such notice, the compensation due the
Manager shall be reduced,  and, if necessary,  the Manager shall bear the Fund's
expenses to the extent required by such expense limitation. If the Manager shall
serve for less than the whole of a month,  the foregoing  compensation  shall be
prorated.

4.  ASSIGNMENT  TERMINATES  THIS  CONTRACT;  AMENDMENTS OF THIS  CONTRACT.  This
Contract shall automatically  terminate,  without the payment of any penalty, in
the event of its assignment;  and this Contract shall not be amended unless such
amendment is approved at a meeting by the affirmative  vote of a majority of the
outstanding  shares  of the Fund,  and by the vote,  cast in person at a meeting
called for the purpose of voting on such approval, of a majority of the Trustees
of the Trust who are not interested persons of the Trust or of the Manager.

5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT. This Contract shall become
effective  upon its  execution,  and  shall  remain  in full  force  and  effect
continuously thereafter (unless terminated automatically as set forth in Section
4) until terminated as follows:

(a) Either party hereto may at any time terminate this Contract by not more than
sixty days'  written  notice  delivered or mailed by  registered  mail,  postage
prepaid, to the other party, or

(b) If (i) the Trustees of the Trust or the shareholders by the affirmative vote
of a majority of the outstanding  shares of the Fund, and (ii) a majority of the
Trustees  of the Trust  who are not  interested  persons  of the Trust or of the
Manager, by vote cast in person at a meeting called for the purpose of voting on
such approval,  do not specifically approve at least annually the continuance of
this Contract,  then this Contract shall automatically terminate at the close of
business on the second  anniversary of its execution,  or upon the expiration of
one year from the  effective  date of the last such  continuance,  whichever  is
later; provided,  however, that if the continuance of this Contract is submitted
to the shareholders of the Fund for their approval and such shareholders fail to
approve such  continuance of this Contract as provided  herein,  the Manager may
continue to serve hereunder in a manner  consistent with the Investment  Company
Act of 1940 and the rules and regulations thereunder.

Action  by the  Trust  under  (a)  above  may be taken  either  (i) by vote of a
majority of its Trustees,  or (ii) by the affirmative  vote of a majority of the
outstanding  shares of the Fund.  Termination of this Contract  pursuant to this
Section 5 shall be without the payment of any penalty.

6. CERTAIN DEFINITIONS. For the purposes of this Contract, the "affirmative vote
of a majority of the outstanding shares" of the Fund means the affirmative vote,
at a duly called and held meeting of shareholders,  (a) of the holders of 67% or
more of the shares of the Fund  present (in person or by proxy) and  entitled to
vote at such meeting,  if the holders of more than 50% of the outstanding shares
of the Fund  entitled to vote at such meeting are present in person or by proxy,
or (b) of the  holders  of more than 50% of the  outstanding  shares of the Fund
entitled to vote at such meeting, whichever is less.

For the purposes of this Contract,  the terms  "affiliated  person",  "control",
"interested  person"  and  "assignment"  shall  have their  respective  meanings
defined  in the  Investment  Company  Act of 1940 and the rules and  regulations
thereunder,  subject,  however,  to such  exemptions  as may be  granted  by the
Securities and Exchange Commission under said Act; and the phrase  "specifically
approve at least  annually"  shall be construed in a manner  consistent with the
Investment Company Act of 1940 and the rules and regulations thereunder.

7. NONLIABILITY OF MANAGER. In the absence of willful misfeasance,  bad faith or
gross  negligence  on the part of the  Manager,  or  reckless  disregard  of its
obligations  and  duties  hereunder,  the  Manager  shall not be  subject to any
liability  to the Trust,  or to any  shareholder  of the  Trust,  for any act or
omission in the course of, or connected with, rendering services hereunder.

8. INITIALS "GMO".  The Manager owns the initials "GMO" which may be used by the
Trust only with the consent of the Manager.  The Manager  consents to the use by
the Trust of the name  "GMO  Trust" or any other  name  embodying  the  initials
"GMO",  in such  forms as the  Manager  shall in  writing  approve,  but only on
condition and so long as (i) this  Contract  shall remain in full force and (ii)
the Trust shall fully  perform,  fulfill and comply with all  provisions of this
Contract expressed herein to be performed,  fulfilled or complied with by it. No
such  name  shall be used by the  Trust  at any time or in any  place or for any
purposes  or under  any  conditions  except  as in this  section  provided.  The
foregoing authorization by the Manager to the Trust to use said initials as part
of a business or name is not  exclusive  of the right of the  Manager  itself to
use, or to authorize others to use, the same; the Trust  acknowledges and agrees
that as between the Manager and the Trust,  the Manager has the exclusive  right
so to authorize  others to use the same; the Trust  acknowledges and agrees that
as between the Manager and the Trust,  the Manager has the exclusive right so to
use, or authorize others to use, said initials and the Trust agrees to take such
action as may  reasonably be requested by the Manager to give full effect to the
provisions of this section (including,  without  limitation,  consenting to such
use of said  initials).  Without  limiting the generality of the foregoing,  the
Trust agrees that, upon any termination of this Contract by either party or upon
the  violation of any of its  provisions  by the Trust,  the Trust will,  at the
request of the Manager made within six months after the Manager has knowledge of
such  termination  or violation,  use its best efforts to change the name of the
Trust so as to eliminate all  reference,  if any, to the initials "GMO" and will
not thereafter  transact any business in a name containing the initials "GMO" in
any form or combination whatsoever, or designate itself as the same entity as or
successor to an entity of such name, or otherwise use the initials  "GMO" or any
other reference to the Manager. Such covenants on the part of the Trust shall be
binding upon it, its trustees, officers,  stockholders,  creditors and all other
persons claiming under or through it.

9.  LIMITATION  OF LIABILITY OF THE  TRUSTEES  AND  SHAREHOLDERS.  A copy of the
Agreement and Declaration of Trust of the Trust is on file with the Secretary of
The  Commonwealth  of  Massachusetts,  and  notice  is  hereby  given  that this
instrument  is executed on behalf of the  Trustees of the Trust as Trustees  and
not  individually  and that the  obligations of this  instrument are not binding
upon any of the Trustees or shareholders  individually but are binding only upon
the assets and property of the Fund.

IN WITNESS  WHEREOF,  GMO TRUST and GRANTHAM,  MAYO, VAN OTTERLOO & CO. LLC have
each caused this  instrument to be signed in duplicate on its behalf by its duly
authorized representative, all as of the day and year first above written.

GMO TRUST



By  /S/ Elaine M. Hartnett     _____________
      Title: Elaine M. Hartnett, Vice President

GRANTHAM, MAYO, VAN OTTERLOO
   & CO. LLC



By  /S/ William R. Royer________________
      Title:  William R. Royer, Partner, General Counsel