N-CSR 1 a06-7022_1ncsr.htm CERTIFIED ANNUAL SHAREHOLDER REPORT

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number

811-04347

 

GMO Trust, on behalf of the following series:  (the “Covered Series”) — attached Schedule A

(Exact name of registrant as specified in charter)

 

40 Rowes Wharf, Boston, MA

 

02110

(Address of principal executive offices)

 

(Zip code)

 

Scott Eston, Chief Executive Officer, 40 Rowes Wharf, Boston, MA 02110

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

617-346-7646

 

 

Date of fiscal year end:

02/28/06

 

 

Date of reporting period:

02/28/06

 

 



 

Except as otherwise noted, the information included in this filing (including related certifications) relates solely to the Covered Series. GMO Trust has submitted a Form 12b-25 notification with respect to the other series of GMO Trust, and will supply information relating to such other series in a subsequent filing.

 

 

Schedule A - (the “Covered Series”)

 

 

 

GMO Tax-Managed Small/Mid Cap Fund

 

GMO U.S. Sector Fund

 

GMO Short-Duration Investment Fund

 

GMO International Small Companies Fund

 

GMO Domestic Bond Fund

 

GMO World Opportunity Overlay Fund

 

GMO Tax-Managed U.S. Equities Fund

 

GMO Currency Hedged International Equity Fund

 

GMO Tax-Managed International Equities Fund

 

GMO International Bond Fund

 

GMO U.S. Quality Equity Fund

 

GMO Emerging Country Debt Fund

 

GMO Tobacco-Free Core Fund

 

GMO Emerging Markets Fund

 

GMO Taiwan Fund

 

GMO Alternative Asset Opportunity Fund

 

GMO Global Growth Fund

 

GMO Emerging Country Debt Share Fund

 

GMO Inflation Indexed Bond Fund

 

GMO Special Purpose Holding Fund

 

GMO Foreign Fund

 

GMO International Equity Allocation Fund

 

GMO Currency Hedged International Bond Fund

 

GMO Global Balanced Asset Allocation Fund

 

GMO Foreign Small Companies Fund

 

GMO Global (U.S.+) Equity Allocation Fund

 

GMO Emerging Markets Quality Fund

 

GMO Benchmark-Free Allocation Fund

 

GMO Short-Duration Collateral Fund

 

GMO World Opportunities Equity Allocation Fund

 

GMO Core Plus Bond Fund

 

GMO Strategic Balanced Allocation Fund

 

GMO Global Bond Fund

 

GMO Alpha Only Fund

 

GMO International Intrinsic Value Fund

 

GMO Real Estate Fund

 

GMO Developed World Stock Fund

 

GMO Emerging Countries Fund

 



 

Item 1. Reports to Stockholders.

 

The annual reports for each Covered Series of the registrant for the period from March 1, 2005 through February 28, 2006 are filed herewith.

 



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Tax-Managed Small/Mid Cap Fund

(Formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the U.S. Quantitative team at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Tax-Managed Small/Mid Cap Fund returned +13.3% for the fiscal year ended February 28, 2006, as compared to +17.0% for the Russell 2500 Index. On an after-tax basis, the Fund returned +13.1% compared to the benchmark's +16.8% for the same period. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in U.S. equity securities throughout the period.

The portfolio's underperformance of the benchmark is attributed to both sector selection and stock selection. By sector, an overweight in automotive stocks, which underperformed, was the primary detractor from positive returns. An underweight in technology stocks, which performed well during the period, also worked against the portfolio.

Within sectors, stock selection had mixed results. Overweights in home building stocks, including Toll Brothers and MDC Holdings, underperformed. Selection within healthcare and transportation stocks, however, was a strong positive factor for the fiscal year. The portfolio also benefited from positive selection within retail and oil and gas related stocks, however selection was weaker within the financial services and consumer discretionary sectors.

For the fiscal year, valuation-based stock selection strategies were the primary source of negative relative performance for the fund. The momentum-based stock selection strategy, however, also underperformed over the fiscal year period.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Each performance figure assumes a purchase at the beginning and a redemption at the end of the stated period and reflects a transaction fee of .50% on the purchase. Transaction fees are retained by the Fund to cover trading costs. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.

*  Returns do not reflect the tax effect a shareholder would pay on Fund distributions or the redemption of Fund shares.



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     98.0 %  
Short-Term Investment(s)     0.9    
Other     1.1    
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Financial     17.1 %  
Construction     14.1    
Technology     13.1    
Health Care     10.4    
Services     8.7    
Retail Stores     7.9    
Utility     4.9    
Consumer Goods     4.5    
Oil & Gas     3.5    
Automotive     3.3    
Primary Process Industry     2.7    
Manufacturing     2.6    
Machinery     2.5    
Transportation     2.0    
Food & Beverage     1.9    
Metals & Mining     0.8    
      100.0 %  

 

1




GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

 Shares   Description   Value ($)  
    COMMON STOCKS — 98.0%  
    Automotive — 3.2%  
  4,400     American Axle & Manufacturing Holdings, Inc.     71,368    
  5,725     ArvinMeritor, Inc.     95,836    
  1,800     BorgWarner, Inc.     100,386    
  14,300     Goodyear Tire & Rubber Co. (The) *      204,919    
  6,100     Lear Corp.     127,246    
  2,300     Navistar International Corp. *      67,505    
  1,700     Oshkosh Truck Corp.     96,441    
  1,700     Superior Industries International, Inc.     36,635    
  4,600     Tenneco Automotive, Inc. *      104,190    
  2,200     TRW Automotive Holdings Corp. *      56,320    
  13,700     Visteon Corp. *      63,842    
      1,024,688    
    Construction — 13.8%  
  1,400     AMB Property Corp. REIT     75,110    
  2,500     American Home Mortgage Acceptance Corp. REIT     71,250    
  5,000     Anthracite Capital, Inc. REIT     53,600    
  3,800     Anworth Mortgage Asset Corp. REIT     28,538    
  1,300     Apartment Investment & Management Co.     57,603    
  1,100     Arden Realty, Inc. REIT     49,896    
  900     AvalonBay Communities, Inc. REIT     92,700    
  2,700     Beazer Homes USA, Inc.     171,315    
  600     BRE Properties, Inc.     32,622    
  1,800     CBL & Associates Properties, Inc. REIT     76,680    
  500     Centerpoint Properties Corp. REIT     24,925    
  1,000     Drew Industries, Inc. *      32,450    
  2,400     EMCOR Group, Inc. *      104,616    
  900     Equity Lifestyle Properties, Inc. REIT     42,921    
  2,300     FelCor Lodging Trust, Inc. REIT     45,655    
  750     Florida Rock Industries, Inc.     43,207    
  500     Fluor Corp.     43,150    
  1,000     Forest City Enterprises, Inc.-Class A     40,510    

 

See accompanying notes to the financial statements.

2



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Shares   Description   Value ($)  
    Construction — continued  
  1,900     Highwoods Properties, Inc. REIT     61,465    
  3,100     Hovnanian Enterprises, Inc. *      142,941    
  2,200     Jacobs Engineering Group, Inc. *      188,628    
  4,000     KB Home     268,120    
  1,500     Kilroy Realty Corp. REIT     112,230    
  1,700     Lafarge North America, Inc.     140,879    
  2,000     Lennox International, Inc.     64,300    
  1,000     M/I Schottenstein Homes, Inc.     42,120    
  1,900     Martin Marietta Materials, Inc.     185,250    
  3,174     MDC Holdings, Inc.     194,534    
  2,000     Meritage Homes Corp. *      117,060    
  9,700     MFA Mortgage Investments, Inc. REIT     57,424    
  1,600     Mission West Properties REIT     17,120    
  2,900     National Health Investors, Inc. REIT     77,198    
  3,250     New Century Financial Corp.     125,937    
  200     NVR, Inc. *      150,600    
  600     Pan Pacific Retail Properties, Inc. REIT     41,526    
  3,600     Ryland Group, Inc.     251,100    
  500     Simpson Manufacturing Co., Inc.     19,545    
  4,600     Standard-Pacific Corp.     151,110    
  2,100     Technical Olympic USA, Inc.     44,478    
  7,800     Thornburg Mortgage, Inc. REIT     202,566    
  3,900     Toll Brothers, Inc. *      126,204    
  3,800     USG Corp. *      321,024    
  300     Walter Industries, Inc.     19,749    
  900     Washington Group International, Inc.     52,533    
  1,100     Watsco, Inc.     76,582    
  500     William Lyon Homes, Inc. *      42,550    
      4,381,521    
    Consumer Goods — 4.4%  
  2,500     Columbia Sportswear Co. *      125,900    
  1,600     Ethan Allen Interiors, Inc.     65,136    
  3,400     Fossil, Inc. *      57,868    

 

See accompanying notes to the financial statements.

3



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Shares   Description   Value ($)  
    Consumer Goods — continued  
  4,300     Furniture Brands International, Inc.     106,296    
  1,300     Herman Miller, Inc.     39,247    
  1,500     HNI Corp.     87,435    
  900     Kellwood Co.     23,166    
  1,700     K-Swiss, Inc.-Class A     49,606    
  3,000     La-Z-Boy, Inc.     47,850    
  5,800     Liz Claiborne, Inc.     208,974    
  1,000     Matthews International Corp.-Class A     37,140    
  3,000     Maytag Corp.     51,600    
  1,100     Oakley, Inc.     16,742    
  4,300     Playtex Products, Inc. *      45,150    
  1,900     Russell Corp.     27,132    
  700     Select Comfort Corp. *      25,585    
  2,500     Steven Madden, Ltd.     80,125    
  3,700     Timberland Co.-Class A *      129,685    
  3,900     Tupperware Corp.     82,641    
  1,800     Universal Corp.     73,206    
  1,800     Vector Group, Ltd.     33,498    
      1,413,982    
    Financial — 16.8%  
  800     AG Edwards, Inc.     35,760    
  900     Amcore Financial, Inc.     26,919    
  2,500     American Capital Strategies, Ltd.     89,250    
  4,600     American Financial Group, Inc.     190,440    
  3,800     AmeriCredit Corp. *      112,100    
  3,000     AmerUs Group Co.     180,750    
  1,300     Arthur J. Gallagher & Co.     38,337    
  1,400     Associated Banc Corp.     48,258    
  5,250     Astoria Financial Corp.     150,518    
  1,600     Bancorpsouth, Inc.     38,432    
  700     Camden National Corp.     23,366    
  1,725     Chittenden Corp.     49,663    
  900     City National Corp.     68,364    

 

See accompanying notes to the financial statements.

4



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Shares   Description   Value ($)  
    Financial — continued  
  1,340     Commerce Bancshares, Inc.     69,077    
  1,900     Commerce Group, Inc.     102,619    
  1,500     CompuCredit Corp. *      56,700    
  1,804     Delphi Financial Group, Inc.-Class A     93,952    
  800     Dollar Thrifty Automotive Group, Inc. *      32,304    
  800     Downey Financial Corp.     50,840    
  6,600     First American Corp.     278,256    
  1,100     First Midwest Bancorp, Inc.     36,993    
  600     FirstFed Financial Corp. *      36,006    
  2,700     FirstMerit Corp.     66,798    
  5,600     Flagstar Bancorp, Inc.     86,520    
  4,900     Fremont General Corp.     116,228    
  1,700     GATX Corp.     67,490    
  500     Genworth Financial, Inc.-Class A     15,910    
  1,000     Great Southern Bancorp, Inc.     28,170    
  3,100     Greater Bay Bancorp     83,390    
  1,300     Hanover Insurance Group (The), Inc.     62,985    
  2,650     HCC Insurance Holdings, Inc.     85,304    
  9,900     IMPAC Mortgage Holdings, Inc. REIT     82,269    
  4,300     IndyMac Bancorp, Inc.     166,926    
  1,500     Investors Financial Services Corp.     67,665    
  900     Kansas City Life Insurance Co.     45,360    
  1,900     LaBranche & Co., Inc. *      26,885    
  1,300     Landamerica Financial Group, Inc.     86,710    
  700     MAF Bancorp, Inc.     30,002    
  1,000     Mercury General Corp.     55,900    
  800     Nara Bancorp, Inc.     13,976    
  2,100     Nasdaq Stock Market, Inc. *      85,071    
  3,800     Nationwide Financial Services, Inc.-Class A     162,868    
  1,600     Novastar Financial, Inc. REIT     49,040    
  4,100     Old Republic International Corp.     87,289    
  1,900     People's Bank     58,786    
  4,900     PMI Group (The), Inc.     212,170    
  1,100     Pre-Paid Legal Services, Inc.     39,721    

 

See accompanying notes to the financial statements.

5



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Shares   Description   Value ($)  
    Financial — continued  
  4,200     Protective Life Corp.     204,750    
  1,800     Radian Group, Inc.     102,150    
  900     Raymond James Financial, Inc.     38,682    
  500     Redwood Trust, Inc. REIT     20,730    
  3,000     Reinsurance Group of America, Inc.     138,690    
  1,300     Ryder Systems, Inc.     57,642    
  2,500     StanCorp Financial Group, Inc.     135,250    
  1,200     Stewart Information Services Corp.     56,340    
  600     Student Loan Corp.     131,694    
  3,200     TCF Financial Corp.     81,152    
  300     Transatlantic Holdings, Inc.     18,342    
  3,400     Trustmark Corp.     102,510    
  1,200     United Fire & Casualty Co.     42,948    
  1,000     United Rentals, Inc. *      32,600    
  2,506     Washington Federal, Inc.     59,292    
  2,300     Webster Financial Corp.     108,445    
  1,300     Westamerica Bancorporation     70,512    
  200     Westcorp     14,370    
  300     WFS Financial, Inc. *      24,699    
  1,400     Wilmington Trust Corp.     59,934    
  2,400     WR Berkley Corp.     138,936    
      5,332,005    
    Food & Beverage — 1.8%  
  700     Brown-Forman Corp.-Class B     49,252    
  1,900     Flowers Foods, Inc.     52,250    
  1,000     Hansen Natural Corp. *      93,340    
  1,600     Lancaster Colony Corp.     64,224    
  1,300     Natures Sunshine Products, Inc.     22,061    
  2,800     NBTY, Inc. *      61,320    
  4,800     Smithfield Foods, Inc. *      126,864    
  8,300     Tyson Foods, Inc.-Class A     112,299    
      581,610    

 

See accompanying notes to the financial statements.

6



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Shares   Description   Value ($)  
    Health Care — 10.2%  
  3,000     Apria Healthcare Group *      68,970    
  3,700     Cerner Corp. *      154,031    
  1,000     Community Health Systems, Inc. *      37,920    
  300     Diagnostic Products Corp.     13,845    
  800     Haemonetics Corp. *      41,440    
  7,900     Health Net, Inc. *      378,805    
  2,200     Henry Schein, Inc. *      102,630    
  1,100     Hi-Tech Pharmacal Co., Inc. *      27,104    
  1,700     Hologic, Inc. *      81,311    
  2,900     Human Genome Sciences, Inc. *      36,308    
  4,000     Humana, Inc. *      206,680    
  500     ICU Medical, Inc. *      17,550    
  2,000     Idexx Laboratories, Inc. *      157,160    
  11,100     King Pharmaceuticals, Inc. *      180,375    
  2,100     Kyphon, Inc. *      74,991    
  600     LCA-Vision, Inc.     26,160    
  5,800     Lincare Holdings, Inc. *      237,220    
  1,500     Mentor Corp.     64,560    
  1,500     Odyssey HealthCare, Inc. *      28,230    
  2,800     Omnicare, Inc.     170,380    
  2,700     OraSure Technologies, Inc. *      25,704    
  2,200     Owens & Minor, Inc.     70,158    
  1,900     Per-Se Technologies, Inc. *      47,994    
  3,000     Pharmaceutical Product Development, Inc.     208,770    
  1,300     PolyMedica Corp.     52,572    
  2,400     Regeneron Pharmaceuticals, Inc. *      39,288    
  800     Renal Care Group, Inc. *      38,168    
  2,300     Res-Care, Inc. *      42,067    
  1,200     ResMed, Inc. *      48,708    
  2,400     Respironics, Inc. *      87,264    
  2,800     Spectranetics Corp. *      32,088    
  1,500     Sunrise Senior Living, Inc. *      53,190    
  2,800     Techne Corp. *      166,516    
  1,300     United Surgical Partners International, Inc. *      45,695    

 

See accompanying notes to the financial statements.

7



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Shares   Description   Value ($)  
    Health Care — continued  
  2,600     Universal Health Services, Inc.-Class B     130,598    
  1,600     VCA Antech, Inc. *      44,720    
      3,239,170    
    Machinery — 2.5%  
  3,200     AGCO Corp. *      62,560    
  900     Carbo Ceramics, Inc.     49,275    
  1,000     Columbus McKinnon Corp. *      26,900    
  200     Cummins, Inc.     21,656    
  2,400     Flowserve Corp. *      123,360    
  1,000     FMC Technologies, Inc. *      46,920    
  1,000     Grant Prideco, Inc. *      40,470    
  800     Lincoln Electric Holdings, Inc.     36,928    
  600     Lufkin Industries, Inc.     31,056    
  700     Maverick Tube Corp. *      32,571    
  800     Oceaneering International, Inc. *      44,112    
  2,600     Oil States International, Inc. *      89,778    
  1,200     RPC, Inc.     25,428    
  1,900     Superior Energy Services, Inc. *      49,400    
  600     Terex Corp. *      47,490    
  2,900     Transmontaigne, Inc. *      21,866    
  900     W-H Energy Services, Inc. *      35,550    
      785,320    
    Manufacturing — 2.6%  
  1,000     Barnes Group, Inc.     38,380    
  800     Clarcor, Inc.     27,080    
  800     Dynamic Materials Corp.     26,160    
  800     Greif, Inc.-Class A     46,328    
  700     Harsco Corp.     55,846    
  1,900     Kaman Corp.-Class A     43,149    
  800     Mobile Mini, Inc. *      43,584    
  1,400     Myers Industries, Inc.     22,400    
  3,600     Owens-IIlinois, Inc. *      67,464    

 

See accompanying notes to the financial statements.

8



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Shares   Description   Value ($)  
    Manufacturing — continued  
  1,200     Shaw Group (The), Inc. *      40,020    
  2,000     Sonoco Products Co.     65,440    
  2,200     SPX Corp.     108,350    
  1,500     Standex International Corp.     47,805    
  1,700     Temple-Inland, Inc.     72,539    
  1,200     Trinity Industries, Inc.     63,600    
  1,700     Wabtec Corp.     56,151    
      824,296    
    Metals & Mining — 0.7%  
  2,900     CONSOL Energy, Inc.     185,658    
  1,100     Royal Gold, Inc.     34,573    
  400     RTI International Metals, Inc. *      16,820    
      237,051    
    Oil & Gas — 3.5%  
  600     Ashland, Inc.     39,162    
  500     Crosstex Energy, Inc.     39,785    
  2,600     Frontier Oil Corp.     120,250    
  1,100     Giant Industries, Inc. *      64,020    
  2,100     Helmerich & Payne, Inc.     138,117    
  1,700     Holly Corp.     101,490    
  6,900     Patterson-UTI Energy, Inc.     190,095    
  700     Remington Oil & Gas Corp. *      29,330    
  2,500     Stone Energy Corp. *      103,500    
  4,600     Tesoro Corp.     277,886    
      1,103,635    
    Primary Process Industry — 2.7%  
  700     Airgas, Inc.     25,473    
  6,400     AK Steel Holding Corp. *      71,040    
  600     Chaparral Steel Co. *      27,486    
  4,800     Commercial Metals Co.     217,392    
  1,200     FMC Corp. *      72,972    

 

See accompanying notes to the financial statements.

9



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Shares   Description   Value ($)  
    Primary Process Industry — continued  
  2,000     Metal Management, Inc.     56,420    
  1,500     Millipore Corp. *      103,995    
  600     NS Group, Inc. *      24,474    
  1,000     Olympic Steel, Inc.     26,360    
  900     OM Group, Inc. *      19,089    
  3,200     Ryerson Tull, Inc.     80,768    
  1,100     Steel Technologies, Inc.     30,349    
  400     United States Steel Corp.     21,800    
  3,600     Worthington Industries, Inc.     70,560    
      848,178    
    Retail Stores — 7.7%  
  800     Abercrombie & Fitch Co. -Class A     53,856    
  2,200     Advance Auto Parts *      90,970    
  2,400     American Eagle Outfitters, Inc.     61,056    
  3,200     BJ's Wholesale Club, Inc. *      101,312    
  900     Building Materials Holding Corp.     60,570    
  1,500     Casey's General Stores, Inc.     39,345    
  900     Cato Corp.-Class A     18,783    
  1,700     Chico's FAS, Inc. *      79,985    
  1,000     Conn's, Inc. *      37,250    
  6,300     Dollar Tree Stores, Inc. *      172,746    
  1,700     Fastenal Co.     74,647    
  600     Gamestop Corp.-Class A *      24,018    
  3,600     Great Atlantic & Pacific Tea Co. *      116,136    
  1,500     Group 1 Automotive, Inc.     57,420    
  1,950     Hibbett Sporting Goods, Inc. *      62,556    
  1,700     Ingles Markets, Inc.-Class A     28,067    
  2,500     Insight Enterprises, Inc. *      53,825    
  750     Jos. A. Bank Clothiers, Inc. *      33,458    
  1,000     Lithia Motors, Inc.-Class A     32,040    
  1,000     Longs Drug Stores Corp.     38,370    
  700     Men's Wearhouse, Inc. *      21,924    
  1,100     NetFlix, Inc. *      29,491    

 

See accompanying notes to the financial statements.

10



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Shares   Description   Value ($)  
    Retail Stores — continued  
  7,000     O'Reilly Automotive, Inc. *      229,040    
  1,500     Pantry (The), Inc. *      88,755    
  3,300     Payless Shoesource, Inc. *      78,210    
  5,850     Rent-A-Center, Inc. *      136,539    
  3,000     Ross Stores, Inc.     84,960    
  600     Ruddick Corp.     14,508    
  2,500     Sonic Automotive, Inc.     66,225    
  3,600     Supervalu, Inc.     113,760    
  1,800     Talbots, Inc.     47,988    
  600     Too, Inc. *      18,258    
  3,900     United Auto Group, Inc.     168,636    
  3,000     Williams-Sonoma, Inc. *      121,470    
      2,456,174    
    Services — 8.5%  
  5,650     Applebee's International, Inc.     130,741    
  1,350     Applied Industrial Technologies, Inc.     57,753    
  666     Aqua America, Inc.     19,141    
  1,500     Banta Corp.     73,065    
  6,800     BearingPoint, Inc. *      60,588    
  1,600     Bob Evans Farms, Inc.     46,672    
  1,400     Bright Horizons Family Solutions, Inc. *      46,914    
  4,600     Brinker International, Inc.     191,590    
  900     California Pizza Kitchen, Inc. *      27,054    
  1,800     Career Education Corp. *      59,112    
  800     CBRL Group, Inc.     35,544    
  2,200     Cenveo, Inc. *      30,998    
  2,500     Darden Restaurants, Inc.     104,850    
  2,950     Factset Research Systems, Inc.     115,493    
  3,100     Iron Mountain, Inc. *      135,470    
  2,900     ITT Educational Services, Inc. *      179,800    
  2,800     Jack in the Box, Inc. *      112,000    
  3,600     Krispy Kreme Doughnuts Inc. *      24,300    
  3,100     Manpower, Inc.     166,284    

 

See accompanying notes to the financial statements.

11



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Shares   Description   Value ($)  
    Services — continued  
  4,800     Mediacom Communications Corp. *      27,072    
  2,000     Nash Finch Co.     62,000    
  1,000     O'Charley's, Inc. *      17,760    
  3,700     Outback Steakhouse, Inc.     154,697    
  700     Panera Bread Co.-Class A *      49,602    
  3,000     Papa John's International, Inc. *      98,700    
  2,400     Performance Food Group Co. *      70,488    
  400     Portfolio Recovery Associates, Inc. *      19,564    
  1,300     Rare Hospitality International, Inc. *      41,600    
  800     Regis Corp.     30,624    
  2,300     Ruby Tuesday, Inc.     65,665    
  1,100     Ryan's Restaurant Group, Inc. *      14,531    
  2,000     Sabre Holdings Corp.     48,260    
  4,300     Service Corp. International     34,185    
  3,400     Sinclair Broadcast Group-Class A     24,446    
  2,150     Sonic Corp. *      67,962    
  1,000     Stericycle, Inc. *      60,450    
  3,800     Valassis Communications, Inc. *      104,690    
  2,900     World Fuel Services Corp.     87,870    
      2,697,535    
    Technology — 12.8%  
  2,100     AAR Corp. *      53,151    
  1,100     Ade Corp./Mass *      36,388    
  3,500     ADTRAN, Inc.     96,320    
  2,500     Advanced Energy Industries, Inc. *      35,800    
  700     Agilysys, Inc.     10,003    
  1,000     Alliant Techsystems, Inc. *      76,420    
  800     Amphenol Corp.-Class A     40,184    
  900     Ansys, Inc. *      42,678    
  1,600     Anteon International Corp. *      88,464    
  1,000     AO Smith Corp.     46,300    
  5,000     Arrow Electronics, Inc. *      173,950    
  8,700     Avnet, Inc. *      218,631    
  4,000     AVX Corp.     66,240    

 

See accompanying notes to the financial statements.

12



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Shares   Description   Value ($)  
    Technology — continued  
  1,000     Bankrate, Inc. *      36,150    
  3,900     BEA Systems, Inc. *      44,733    
  5,000     Bell Microproducts, Inc. *      30,050    
  800     Black Box Corp.     38,224    
  5,005     Brightpoint, Inc. *      141,591    
  6,800     CNET Networks, Inc. *      94,112    
  900     Computer Programs & Systems, Inc.     41,364    
  2,200     Concur Technologies, Inc. *      33,352    
  4,600     Convergys Corp. *      79,902    
  5,800     Cypress Semiconductor Corp. *      103,008    
  2,500     Digital Insight Corp. *      82,625    
  2,800     Distributed Energy Systems Corp. *      26,124    
  1,900     Electronics for Imaging *      50,958    
  2,000     Greatbatch, Inc. *      44,220    
  3,600     Harris Corp.     164,448    
  13,600     Ingram Micro, Inc.-Class A *      269,008    
  2,500     Intersil Corp.-Class A     70,850    
  2,300     JDA Software Group, Inc. *      31,579    
  1,000     Komag, Inc. *      46,840    
  6,400     Kopin Corp. *      27,840    
  2,200     Lightbridge, Inc. *      21,582    
  2,000     Mantech International Corp.-Class A *      56,200    
  1,100     Maximus, Inc.     40,161    
  1,300     Micrel, Inc. *      18,161    
  500     Micros Systems, Inc. *      21,645    
  3,400     Microsemi Corp. *      104,550    
  300     MTS Systems Corp.     11,856    
  1,400     Neoware Systems, Inc. *      34,342    
  3,000     Plexus Corp. *      100,680    
  1,600     Power Integrations, Inc. *      39,728    
  3,000     QLogic Corp. *      123,420    
  900     Quality Systems, Inc.     62,298    
  3,600     Red Hat, Inc. *      96,732    
  1,700     Silicon Laboratories, Inc. *      81,566    

 

See accompanying notes to the financial statements.

13



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Shares   Description   Value ($)  
    Technology — continued  
  1,600     SYKES Enterprises, Inc. *      21,312    
  1,300     Synopsys, Inc. *      28,431    
  2,300     Syntel, Inc.     39,100    
  3,900     Tech Data Corp. *      161,967    
  3,000     Teradyne, Inc. *      50,370    
  2,000     Transaction Systems Architects, Inc. *      66,720    
  2,900     Unisys Corp. *      19,372    
  1,900     United Stationers, Inc. *      94,050    
  900     Varian Semiconductor Equipment Associates, Inc. *      42,444    
  400     Websense, Inc. *      24,724    
  1,600     WESCO International, Inc. *      91,712    
  8,300     Western Digital Corp. *      184,675    
      4,079,305    
    Transportation — 2.0%  
  11,700     AMR Corp. *      293,670    
  7,700     Continental Airlines, Inc.-Class B *      179,410    
  1,200     EGL, Inc. *      48,540    
  6,100     ExpressJet Holdings, Inc. *      45,872    
  450     Forward Air Corp.     15,966    
  1,443     US Airways Group, Inc. *      47,749    
      631,207    
    Utility — 4.8%  
  2,300     Allegheny Energy, Inc. *      82,248    
  800     Alliant Energy Corp.     26,480    
  22,400     Centerpoint Energy, Inc.     290,528    
  2,000     Centurytel, Inc.     71,960    
  6,800     CMS Energy Corp. *      95,744    
  3,100     Duquesne Light Holdings, Inc.     53,785    
  2,700     Great Plains Energy, Inc.     76,680    
  500     j2 Global Communications, Inc. *      21,800    
  1,300     MDU Resources Group, Inc.     45,825    
  400     National Fuel Gas Co.     12,952    

 

See accompanying notes to the financial statements.

14



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    Utility — continued  
  2,500     NII Holdings, Inc.-Class B *      128,050    
  2,400     NSTAR     70,464    
  1,400     OGE Energy Corp.     40,250    
  5,300     Pepco Holdings, Inc.     125,981    
  600     Pinnacle West Capital Corp.     24,630    
  2,500     Puget Energy, Inc.     53,900    
  10,700     TECO Energy, Inc.     182,542    
  3,900     Time Warner Telecom, Inc.-Class A *      49,257    
  3,700     Ubiquitel, Inc. *      36,149    
  1,100     Wisconsin Energy Corp.     44,956    
      1,534,181    
    TOTAL COMMON STOCKS (COST $23,685,777)     31,169,858    
    SHORT-TERM INVESTMENT(S) — 0.9%  
  274,567     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $274,590 and an effective yield of
3.01%, collateralized by a U.S. Treasury Bond with a rate of 4.50%,
maturity date of 02/15/36 and a market value, including accrued interest
of $280,058.
    274,567    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $274,567)     274,567    
    TOTAL INVESTMENTS — 98.9%
(Cost $23,960,344)
    31,444,425    
        Other Assets and Liabilities (net) — 1.1%     345,472    
    TOTAL NET ASSETS — 100.0%   $ 31,789,897    

 

Notes to Schedule of Investments:

REIT - Real Estate Investment Trust

*  Non-income producing security.

See accompanying notes to the financial statements.

15




GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)

Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value (cost $23,960,344) (Note 2)   $ 31,444,425    
Receivable for investments sold     836,648    
Dividends and interest receivable     29,277    
Receivable for expenses reimbursed by Manager (Note 3)     6,619    
Total assets     32,316,969    
Liabilities:  
Payable for Fund shares repurchased     468,887    
Payable to affiliate for (Note 3):  
Management fee     13,511    
Shareholder service fee     3,685    
Trustees and Chief Compliance Officer fees     47    
Accrued expenses     40,942    
Total liabilities     527,072    
Net assets   $ 31,789,897    
Net assets consist of:  
Paid-in capital   $ 26,774,291    
Accumulated undistributed net investment income     18,415    
Accumulated net realized loss     (2,486,890 )  
Net unrealized appreciation     7,484,081    
    $ 31,789,897    
Net assets attributable to:  
Class III shares   $ 31,789,897    
Shares outstanding:  
Class III     1,666,850    
Net asset value per share:  
Class III   $ 19.07    

 

See accompanying notes to the financial statements.

16



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)

Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends   $ 315,435    
Interest     10,488    
Total investment income     325,923    
Expenses:  
Management fee (Note 3)     136,089    
Shareholder service fee – Class III (Note 3)     37,115    
Custodian, fund accounting agent and transfer agent fees     22,592    
Audit and tax fees     42,754    
Legal fees     441    
Trustees fees and related expenses (Note 3)     505    
Registration fees     1,129    
Miscellaneous     455    
Total expenses     241,080    
Fees and expenses reimbursed by Manager (Note 3)     (67,100 )  
Net expenses     173,980    
Net investment income (loss)     151,943    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     3,519,371    
Closed futures contracts     (4,929 )  
Net realized gain (loss)     3,514,442    
Change in net unrealized appreciation (depreciation) on investments     (963,742 )  
Net realized and unrealized gain (loss)     2,550,700    
Net increase (decrease) in net assets resulting from operations   $ 2,702,643    

 

See accompanying notes to the financial statements.

17



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)

Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 151,943     $ 140,011    
Net realized gain (loss)     3,514,442       2,855,401    
Change in net unrealized appreciation (depreciation)     (963,742 )     631,650    
Net increase (decrease) in net assets from operations     2,702,643       3,627,062    
Distributions to shareholders from:  
Net investment income  
Class III     (144,604 )     (114,932 )  
Net share transactions (Note 7):  
Class III     2,106,548       (960,466 )  
Purchase premiums (Notes 2 and 7):  
Class III     40,000       5,000    
Total increase (decrease) in net assets resulting from net share
transactions and net purchase premiums
    2,146,548       (955,466 )  
Total increase (decrease) in net assets     4,704,587       2,556,664    
Net assets:  
Beginning of period     27,085,310       24,528,646    
End of period (including accumulated undistributed net
investment income of $18,415 and $18,995, respectively)
  $ 31,789,897     $ 27,085,310    

 

See accompanying notes to the financial statements.

18




GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 16.94     $ 14.80     $ 9.66     $ 11.76     $ 10.54    
Income (loss) from investment operations:  
Net investment income (loss)     0.11       0.08       0.08       0.11       0.15    
Net realized and unrealized gain (loss)     2.13       2.13       5.14       (2.10 )     1.23    
Total from investment operations     2.24       2.21       5.22       (1.99 )     1.38    
Less distributions to shareholders:  
From net investment income     (0.11 )     (0.07 )     (0.08 )     (0.11 )     (0.16 )  
Total distributions     (0.11 )     (0.07 )     (0.08 )     (0.11 )     (0.16 )  
Net asset value, end of period   $ 19.07     $ 16.94     $ 14.80     $ 9.66     $ 11.76    
Total Return(a)      13.25 %     14.99 %     54.21 %     (17.00 )%     13.25 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 31,790     $ 27,085     $ 24,529     $ 20,723     $ 37,544    
Net expenses to average daily net assets     0.70 %     0.70 %     0.70 %     0.71 %     0.70 %  
Net investment income to average daily net assets     0.61 %     0.56 %     0.62 %     0.90 %     1.30 %  
Portfolio turnover rate     78 %     90 %     66 %     55 %     65 %  
Fees and expenses reimbursed by the Manager to
average daily net assets:
    0.27 %     0.25 %     0.31 %     0.18 %     0.20 %  
Purchase premiums consisted of the following
per share amounts: 
  $ 0.03       (b)          $ 0.01       (b)   

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown. Calculation excludes purchase premiums which are borne by the shareholders.

(b)  Purchase premiums were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

19




GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Tax-Managed Small/Mid Cap Fund (the "Fund") (formerly GMO Tax-Managed Small Companies Fund) is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks to maximize after-tax total return through investment in common stocks of small and mid-cap companies principally traded in the U.S. The Fund's benchmark is the Russell 2500 Index (after-tax), which is computed by the Manager by applying the maximum historical applicable individual federal income tax rate to the Russell 2500 Index's dividend yield.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with a futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains

20



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. As of February 28, 2006, the Fund did not enter into any futures contracts.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of

21



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the price of the security or index underlying these transactions. As of February 28, 2006, the Fund did not enter into any swap agreements.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. See the Schedule of Investments for open repurchase agreements entered into by the Fund as of February 28, 2006.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 28, 2006, the Fund did not participate in securities lending.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, quarterly, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in

22



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income — $144,604 and $114,932, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $18,415 of undistributed ordinary income.

As of February 28, 2006, the Fund had capital loss carryforwards available to offset future capital gains, if any, to the extent permitted by the Code, of $505,333, $1,587,943, and $393,614 expiring in 2009, 2010, and 2011, respectively. Utilization of the capital loss carryforwards above could be subject to limitations imposed by the Code related to share ownership activity.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 23,960,344     $ 7,874,488     $ (390,407 )   $ 7,484,081    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to redemption in-kind transactions. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ (7,919 )   $ (1,437,362 )   $ 1,445,281    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

23



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

Purchases and redemptions of Fund shares

As of the date of this report, the premium on cash purchases of Fund shares was 0.50% of the amount invested. If the Manager determines that any portion of a cash purchase is offset by a corresponding cash redemption occurring on the same day, it will waive the purchase premium in an amount appropriately equal to the fee with respect to that portion. In addition, the purchase premium charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums are paid to and recorded by the Fund as paid-in capital. For the years ended February 28, 2006 and February 28, 2005, the Fund received $40,000 and $5,000 in purchase premiums, respectively. There is no fee for redemptions, reinvested distributions or in-kind transactions.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.55% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for Class III shares.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.55% of the average daily net assets.

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $279 and $155, respectively. No remuneration was paid to any other officer of the Trust.

24



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $20,738,953 and $19,070,502, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders

As of February 28, 2006, 69.5% of the outstanding shares of the Fund were held by four shareholders, each holding in excess of 10% of the Fund's shares outstanding. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, 1.0% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     413,504     $ 7,960,000       67,779     $ 995,000    
Shares issued to shareholders
in reinvestment of distributions
    3,224       56,937       3,237       48,181    
Shares repurchased     (348,898 )     (5,910,389 )     (129,455 )     (2,003,647 )  
Purchase premiums and redemption fees           40,000             5,000    
Net increase (decrease)     67,830     $ 2,146,548       (58,439 )   $ (955,466 )  

 

25




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Tax-Managed Small/Mid Cap Fund
(formerly GMO Tax-Managed Small Companies Fund)

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Tax-Managed Small/Mid Cap Fund (formerly GMO Tax-Managed Small Companies Fund) (the "Fund") (a series of GMO Trust) at February 28, 2006 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

26



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums; and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual Expenses

The first line of the table for each class 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.70 %   $ 1,000.00     $ 1,055.30     $ 3.57    
2) Hypothetical     0.70 %   $ 1,000.00     $ 1,021.32     $ 3.51    

 

*  Expenses are calculated using the Class's annualized net expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

27



GMO Tax-Managed Small/Mid Cap Fund

(formerly GMO Tax-Managed Small Companies Fund)
(A Series of GMO Trust)

Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

For taxable, non-corporate shareholders, 92.22% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 100.00% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 28, 2006 of $1,037 or if determined to be different, the qualified interest income of such year.

28



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq.
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005) ; Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

29



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee3.  
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004) ; and Providence Journal (a newspaper publisher) (December 1986 – December 2003)     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

30



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002;Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

31



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003– present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer,October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

32




GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Fixed Income Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Short-Duration Investment Fund returned +3.8% for the fiscal year ended February 28, 2006, as compared to +3.3% for the Citigroup 3-Month Treasury Bill Index.

The Fund outperformed the benchmark during the fiscal year by 0.5%. This outperformance was attributable to instrument selection. The Fund's duration at fiscal year-end was 0.3 years.

At fiscal year-end, approximately 68% of the Fund was invested in AAA asset-backed securities, 13% in U.S. Treasury notes and cash, 1% in corporate bonds, 10% in U.S. Government-backed bonds, 7% in collateralized bond obligations, and less than 1% in non-AAA asset-backed securities.

The asset-backed holdings included issues backed by consumer receivables such as residential mortgages, credit card, and auto loans as well as commercial/corporate mortgages and receivables. The Fund's exposure to its cash assets is achieved both directly and indirectly through its investment in the GMO Short-Duration Collateral Fund.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Short Duration Investment Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligation(s)     96.7 %  
Short-Term Investment(s)     2.2    
Mutual Fund     0.5    
Swaps     0.1    
Call Options Purchased     0.0    
Forward Currency Contracts     0.0    
Futures     0.0    
Other     0.5    
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

1




GMO Short-Duration Investment Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    DEBT OBLIGATION(S) — 19.5%  
    U.S. Government — 10.8%  
  3,001,300     U.S. Treasury Inflation Indexed Note, 3.88%, due 01/15/09 (a)      3,175,281    
    U.S. Government Agency — 8.7%  
  163,333     Agency for International Development Floater (Support of Botswana),
Variable Rate, 6 mo. U.S. Treasury Bill + .40%, 5.15%, due 10/01/12
    162,721    
  1,051,200     Agency for International Development Floater (Support of C.A.B.E.I.),
Variable Rate, 6 mo. U.S. Treasury Bill + .40%, 5.15%, due 10/01/12
    1,047,258    
  1,003,657     Agency for International Development Floater (Support of Honduras),
Variable Rate, 3 mo. U.S. Treasury Bill x 117%, 4.49%, due 10/01/11
    996,757    
  50,993     Agency for International Development Floater (Support of Peru), Series A,
Variable Rate, 6 mo. U.S. Treasury Bill + .35%, 5.10%, due 05/01/14
    50,642    
  301,030     Small Business Administration Pool #502320,
Variable Rate, Prime - 2.18%, 5.06%, due 08/25/18
    301,578    
      2,558,956    
    TOTAL DEBT OBLIGATION(S) (COST $5,793,608)     5,734,237    
    MUTUAL FUNDS — 80.1%  
    Affiliated Issuer(s) — 80.1%  
  918,586     GMO Short-Duration Collateral Fund     23,515,802    
  9,192     GMO Special Purpose Holding Fund     75,649    
    TOTAL MUTUAL FUNDS (COST $23,395,363)     23,591,451    
    TOTAL INVESTMENTS — 99.6%
(Cost $29,188,971)
    29,325,688    
        Other Assets and Liabilities (net) — 0.4%     128,579    
    TOTAL NET ASSETS — 100.0%   $ 29,454,267    

 

See accompanying notes to the financial statements.

2



GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Notes to Schedule of Investments:

C.A.B.E.I. - Central American Bank of Economic Integration

Variable rates - The rates shown on variable rate notes are the current interest rates at February 28, 2006, which are subject to change based on the terms of the security.

(a)  Indexed security in which price and/or coupon is linked to the prices of a specific instrument or financial statistic (Note 2).

See accompanying notes to the financial statements.

3




GMO Short-Duration Investment Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value (cost $5,793,608) (Note 2)   $ 5,734,237    
Investments in affiliated issuers, at value (cost $23,395,363) (Notes 2 and 8)     23,591,451    
Cash     98,937    
Receivable for investments sold     2,943    
Interest receivable     52,459    
Receivable for expenses reimbursed by Manager (Note 3)     2,947    
Total assets     29,482,974    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     1,128    
Shareholder service fee     3,387    
Trustees and Chief Compliance Officer fees     124    
Accrued expenses     24,068    
Total liabilities     28,707    
Net assets   $ 29,454,267    
Net assets consist of:  
Paid-in capital   $ 34,475,086    
Distributions in excess of net investment income     (3,009 )  
Accumulated net realized loss     (5,154,527 )  
Net unrealized appreciation     136,717    
    $ 29,454,267    
Net assets attributable to:  
Class III shares   $ 29,454,267    
Shares outstanding:  
Class III     3,340,900    
Net asset value per share:  
Class III   $ 8.82    

 

See accompanying notes to the financial statements.

4



GMO Short-Duration Investment Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 627,527    
Interest     314,637    
Total investment income     942,164    
Expenses:  
Management fee (Note 3)     14,671    
Shareholder service fee – Class III (Note 3)     44,012    
Custodian, fund accounting agent and transfer agent fees     4,701    
Audit and tax fees     28,711    
Legal fees     591    
Trustees fees and related expenses (Note 3)     610    
Registration fees     3,901    
Miscellaneous     1,753    
Total expenses     98,950    
Fees and expenses reimbursed by Manager (Note 3)     (39,321 )  
Net expenses     59,629    
Net investment income (loss)     882,535    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     34,529    
Realized gains distributions from affiliated issuers (Note 8)     89,029    
Net realized gain (loss)     123,558    
Change in net unrealized appreciation (depreciation) on investments     86,398    
Net realized and unrealized gain (loss)     209,956    
Net increase (decrease) in net assets resulting from operations   $ 1,092,491    

 

See accompanying notes to the financial statements.

5



GMO Short-Duration Investment Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 882,535     $ 980,024    
Net realized gain (loss)     123,558       (275,265 )  
Change in net unrealized appreciation (depreciation)     86,398       214,502    
Net increase (decrease) in net assets from operations     1,092,491       919,261    
Distributions to shareholders from:  
Net investment income  
Class III     (933,424 )     (979,106 )  
Net share transactions (Note 7):  
Class III     (311,728 )     (14,488,949 )  
Total increase (decrease) in net assets     (152,661 )     (14,548,794 )  
Net assets:  
Beginning of period     29,606,928       44,155,722    
End of period (including distributions in excess of net
investment income of $3,009 and accumulated undistributed
net investment income of $941, respectively)
  $ 29,454,267     $ 29,606,928    

 

See accompanying notes to the financial statements.

6




GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 8.77     $ 8.75     $ 8.68     $ 9.62     $ 9.92    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.27       0.23       0.12       0.08       0.30    
Net realized and unrealized gain (loss)     0.07       (0.01 )     0.07       (0.54 )     0.07    
Total from investment operations     0.34       0.22       0.19       (0.46 )     0.37    
Less distributions to shareholders:  
From net investment income     (0.29 )     (0.20 )     (0.12 )     (0.33 )     (0.39 )  
From net realized gains                       (0.15 )     (0.28 )  
Return of capital                 (0.00 )(b)               
Total distributions     (0.29 )     (0.20 )     (0.12 )     (0.48 )     (0.67 )  
Net asset value, end of period   $ 8.82     $ 8.77     $ 8.75     $ 8.68     $ 9.62    
Total Return(c)      3.83 %     2.49 %     2.24 %     (4.91 )%     3.73 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 29,454     $ 29,607     $ 44,156     $ 55,316     $ 48,347    
Net expenses to average daily net assets(d)      0.20 %     0.20 %     0.21 %     0.21 %     0.20 %  
Net investment income to average daily net assets(a)      3.01 %     2.57 %     1.36 %     0.88 %     3.04 %  
Portfolio turnover rate     17 %     101 %     4 %     43 %     91 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.13 %     0.10 %     0.10 %     0.08 %     0.12 %  

 

(a)  Net investment income is affected by the timing of the declaration of dividends by the underlying fund(s) in which the Fund invests.

(b)  Return of capital was less than $0.01.

(c)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(d)  Net expenses exclude expenses incurred indirectly through investment in underlying fund(s) (See Note 3).

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

7




GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Short-Duration Investment Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks to provide current income through direct and indirect investments in high-quality fixed income instruments and other funds of the Trust ("underlying fund(s)") primarily GMO Short-Duration Collateral Fund. The Fund's benchmark is the Citigroup 3-Month Treasury Bill Index.

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect). Shares of the GMO Special Purpose Holding Fund and the GMO Short-Duration Collateral Fund are not publicly available for direct purchase.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of the underlying fund(s) and other mutual funds are valued at their net asset value. Securities for which quotations are not readily available or whose values the manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value.

8



GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Some fixed income securities are valued at the closing bid for such securities as supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager is informed of erratic or unusual movements (including unusual inactivity) in the prices supplied for a security and, at its discretion, may override a price supplied by a source (by taking a price supplied by another source).

Certain investments in securities held by the Fund or the underlying fund(s) are valued on the basis of a price provided by a principal market maker. The prices provided by the principal market makers may differ from the value that would be realized if the securities were sold and the differences could be material to the Fund or the underlying fund(s). As of February 28, 2006, the total value of these securities represented 33.3% of net assets.

GMO Special Purpose Holding Fund ("SPHF"), a holding of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. In July of 2005, SPHF entered into a settlement agreement with one defendant in the lawsuit and the Fund received $57,329 indirectly in conjunction with the settlement. In April of 2006, SPHF entered into an additional settlement agreement with another defendant and the Fund indirectly received $319,134 (approximately $0.09 per share as of April 18, 2006) in conjunction with that settlement. Those settlement proceeds received in April of 2006 are not reflected in the net asset value of the Fund as of February 28, 2006. The outcome of the lawsuits against the remaining defendants is not predictable and any potential recoveries are not reflected in the net asset value of the Fund. To the extent additional recoveries are realized, such recoveries may be material to the net asset value of the Fund.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. See the Schedule of Investments for indexed securities held by the Fund as of February 28, 2006.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. As of February 28, 2006, the Fund did not enter into any repurchase agreements.

9



GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 28, 2006, the Fund did not participate in securities lending.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, quarterly, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $933,424 and $979,106, respectively.

As of February 28, 2006, the Fund had capital loss carryforwards available to offset future capital gains, if any, to the extent permitted by the Code, of $1,151,233, $708 and $7,530,888 expiring in 2012, 2013 and 2014, respectively. Utilization of the capital loss carryforwards above could be subject to limitations imposed by the Code related to share ownership activity.

10



GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:



Aggregate Cost
  Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 25,843,678     $ 3,541,381     $ (59,371 )   $ 3,482,010    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to certain differences in the computation of distributable income and capital gains under U.S. federal tax rules versus U.S. GAAP. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ 46,939     $ (930 )   $ (46,009 )  

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities is accrued daily based upon an inflation adjusted principal. Additionally, any increase in the principal or face amount of the securities adjusted for inflation is recorded as interest income. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying fund(s). Because the underlying fund(s) have varied expense and fee levels and the Fund may own different proportions of underlying fund(s) at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

11



GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.05% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets of Class III of the Fund at the annual rate of 0.15%.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.05% of the average daily net assets.

The Fund incurs fees and expenses indirectly as a shareholder in the underlying fund(s). For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
(excluding
shareholder service
fees and
interest expense)
  Expenses
Indirect
Shareholder
Service
Fees
  Indirect
Interest
Expense
  Total Indirect
Expenses
 
  0.007 %     0.000 %     0.010 %     0.017 %  

 

            

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $316 and $268, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 28, 2006, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $     $    
Investments (non-U.S. Government securities)     4,927,527       5,215,957    

 

12



GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related parties

As of February 28, 2006, 49.2% of the outstanding shares of the Fund were held by three shareholders, each holding in excess of 10% of the Fund's outstanding shares. One of the shareholders is another fund of the Trust. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, 5.0% of the Fund's shares were held by twelve related parties comprised of certain GMO employee accounts, and 19.1% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     240,607     $ 2,120,775       3,218,676     $ 28,316,339    
Shares issued to shareholders
in reinvestment of distributions
    104,071       920,420       110,887       968,904    
Shares repurchased     (379,864 )     (3,352,923 )     (4,997,291 )     (43,774,192 )  
Net increase (decrease)     (35,186 )   $ (311,728 )     (1,667,728 )   $ (14,488,949 )  

 

13



GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 28, 2006 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Short-Duration
Collateral Fund
  $ 22,935,783     $ 4,927,527     $ 4,600,000     $ 627,527     $     $ 23,515,802    
GMO Special Purpose
Holding Fund
    142,566                         89,029       75,649 *   
Totals   $ 23,078,349     $ 4,927,527     $ 4,600,000     $ 627,527     $ 89,029     $ 23,591,451    

 

*  After the effect of return of capital distributions of $50,673 and $5,302 on April 5, 2005 and February 21, 2006, respectively.

14




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Short-Duration Investment Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Short-Duration Investment Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

15



GMO Short Duration Investment Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
  1 ) Actual     0.23 %   $ 1,000.00     $ 1,018.90     $ 1.15    
2) Hypothetical     0.23 %   $ 1,000.00     $ 1,023.65     $ 1.15    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

16



GMO Short-Duration Investment Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Year Ended February 28, 2006

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 28, 2006 of $589,410 or if determined to be different, the qualified interest income of such year.

17



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

18



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

19



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

20



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

21




GMO Domestic Bond Fund

(A Series of GMO Trust)
Annual Report
February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Domestic Bond Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Fixed Income Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Domestic Bond Fund returned +3.0% for the fiscal year ended February 28, 2006, as compared to +2.7% for the Lehman Brothers U.S. Government Index.

The Fund outperformed the benchmark during the fiscal year by 0.3%. At fiscal year-end, in excess of 90% of the Benchmark's return was achieved through total return swaps. The Fund's cash was invested 78% in AAA asset-backed securities; 13% in securities of the U.S. Government, its agencies, and cash; 8% in collateralized debt obligations; and less than 1% in both corporate bonds and non-AAA asset backed securities.

The asset-backed holdings included issues backed by consumer receivables such as residential mortgages, credit card, and auto loans as well as commercial/corporate mortgages and receivables. The Fund's exposure to its cash assets is achieved both directly and indirectly through its investment in the GMO Short-Duration Collateral Fund.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Performance for Class VI shares will vary due to different fees. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Domestic Bond Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligation(s)     96.2 %  
Short-Term Investment(s)     2.5    
Mutual Fund     0.9    
Preferred Stocks     0.6    
Call Options Purchased     0.0    
Forward Currency Contracts     0.0    
Futures     0.0    
Swaps     (0.2 )  
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

1




GMO Domestic Bond Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    DEBT OBLIGATION(S) — 8.6%  
    Corporate Debt — 0.6%  
  2,500,000     Bank Austria Creditanstalt AG, 144A, 7.25%, due 02/15/17     2,893,475    
    U.S. Government — 2.4%  
  2,339,780     U.S. Treasury Inflation Indexed Note, 4.25%, due 01/15/10 (a) (b)      2,547,070    
  8,521,207     U.S. Treasury Inflation Indexed Note, 3.88%, due 01/15/09 (a) (b)      9,015,171    
      11,562,241    
    U.S. Government Agency — 5.6%  
  10,000,000     Agency for International Development Floater (Support of India),
Variable Rate, 3 mo. LIBOR + .10%, 4.79%, due 02/01/27
    9,925,000    
  4,500,000     Agency for International Development Floater (Support of Jamaica),
Variable Rate, 6 mo. LIBOR + .30%, 5.24%, due 12/01/14
    4,505,625    
  4,244,853     Agency for International Development Floater (Support of Jamaica),
Variable Rate, 6 mo. U.S. Treasury Bill + .75%, 5.50%, due 03/30/19
    4,258,118    
  4,517,500     Agency for International Development Floater (Support of Sri Lanka),
Variable Rate, 6 mo. LIBOR + .20%, 5.14%, due 06/15/12
    4,506,206    
  4,400,004     Agency for International Development Floater (Support of Zimbabwe),
Variable Rate, 3 mo. U.S. Treasury Bill x 115%,
4.82%, due 01/01/12
    4,347,754    
      27,542,703    
    TOTAL DEBT OBLIGATION(S) (COST $41,703,539)     41,998,419    
    PREFERRED STOCKS — 0.6%  
    Banking — 0.6%  
  10,000     Home Ownership Funding 2 Preferred 144A, 13.338%     2,791,760    
    TOTAL PREFERRED STOCKS (COST $3,755,855)     2,791,760    

 

See accompanying notes to the financial statements.

2



GMO Domestic Bond Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    MUTUAL FUNDS — 91.0%  
  17,191,238     GMO Short-Duration Collateral Fund (c)      440,095,699    
  1,483     GMO Special Purpose Holding Fund (c)      12,202    
  1,228,482     Merrimac Cash Series, Premium Class     1,228,482    
    TOTAL MUTUAL FUNDS (COST $438,383,730)     441,336,383    
    TOTAL INVESTMENTS — 100.2%
(Cost $483,843,124)
    486,126,562    
        Other Assets and Liabilities (net) — (0.2%)     (980,450 )  
    TOTAL NET ASSETS — 100.0%   $ 485,146,112    

 

See accompanying notes to the financial statements.

3



GMO Domestic Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Futures Contracts

Number of
Contracts
  Type   Expiration Date   Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  49     U.S. Long Bond   June 2006   $ 5,541,594     $ (9,350 )  
  120     U.S. Treasury Note 10 Yr.   June 2006     12,948,750       (14,483 )  
    $ (23,833 )  
Sales      
  223     U.S. Treasury Note 5 Yr.   June 2006   $ 23,456,813     $ (44,768 )  

 

As of February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Swap Agreements

Interest Rate Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable
Rate
  Net
Unrealized
Appreciation
(Depreciation)
 
  38,800,000 USD   2/28/2008   JP Morgan
Chase Bank
  (Pay)     4.01 %   3 Month LIBOR   $ 864,666    
  170,000,000 USD   2/28/2010   JP Morgan
Chase Bank
  Receive     4.23 %   3 Month LIBOR     (5,425,746 )  
  114,000,000 USD   2/28/2013   JP Morgan
Chase Bank
  (Pay)     4.49 %   3 Month LIBOR     4,111,405    
  8,500,000 USD   10/24/2013   JP Morgan
Chase Bank
  (Pay)     4.70 %   3 Month LIBOR     200,543    
                                $ (249,132 )  

 

See accompanying notes to the financial statements.

4



GMO Domestic Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Total Return Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Net
Unrealized
Appreciation
(Depreciation)
 
  25,000,000 USD   4/28/2006   Lehman Brothers   1 month LIBOR   Return on Lehman    
   
                –0.05%   Brothers U.S.    
   
                    Government Index   $ (45,789 )  
  177,000,000 USD   5/31/2006   Lehman Brothers   1 month LIBOR
– 0.03%
  Return on Lehman
Brothers U.S.
Government Index
    (326,844 )  
  75,000,000 USD   6/30/2006   Lehman Brothers   1 month LIBOR
– 0.02%
  Return on Lehman
Brothers U.S.
Government Index
    (139,056 )  
  175,000,000 USD   7/31/2006   Lehman Brothers   1 month LIBOR
– 0.05%
  Return on Lehman
Brothers U.S.
Government Index
    (320,525 )  
                        $ (832,214 )  

 

Notes to Schedule of Investments:

144A - Securities exempt from registration under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional investors.

Variable rates - The rates shown on variable rate notes are the current interest rates at February 28, 2006, which are subject to change based on the terms of the security.

(a)  Index security in which price and/or coupon is linked to the prices of a specific instrument or financial statistic (Note 2).

(b)  All or a portion of this security has been segregated to cover margin requirements on open financial futures contracts and open swap contracts (Note 2).

(c)  Affiliated issuer (Note 8).

See accompanying notes to the financial statements.

5




GMO Domestic Bond Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value (cost $46,687,876) (Note 2)   $ 46,018,661    
Investments in affiliated issuers, at value (cost $437,155,248) (Notes 2 and 8)     440,107,901    
Interest receivable     271,611    
Receivable for variation margin on open futures contracts (Note 2)     22,365    
Receivable for open swap contracts (Note 2)     5,176,614    
Receivable for expenses reimbursed by Manager (Note 3)     7,734    
Total assets     491,604,886    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     37,579    
Shareholder service fee     30,202    
Trustees and Chief Compliance Officer fees     633    
Interest payable for open swap contracts (Note 2)     73,081    
Payable for open swap contracts (Note 2)     6,257,960    
Accrued expenses     59,319    
Total liabilities     6,458,774    
Net assets   $ 485,146,112    
Net assets consist of:  
Paid-in capital   $ 487,524,174    
Distributions in excess of net investment income     (7,816 )  
Distributions in excess of net realized gain     (3,503,737 )  
Net unrealized appreciation     1,133,491    
    $ 485,146,112    
Net assets attributable to:  
Class III shares   $ 125,187,861    
Class VI shares   $ 359,958,251    
Shares outstanding:  
Class III     12,764,579    
Class VI     36,654,789    
Net asset value per share:  
Class III   $ 9.81    
Class VI   $ 9.82    

 

See accompanying notes to the financial statements.

6



GMO Domestic Bond Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 12,078,216    
Interest     1,872,663    
Dividends     236,262    
Total investment income     14,187,141    
Expenses:  
Management fee (Note 3)     559,462    
Shareholder service fee – Class III (Note 3)     524,123    
Shareholder service fee – Class VI (Note 3)     115,526    
Custodian, fund accounting agent and transfer agent fees     74,349    
Audit and tax fees     46,455    
Legal fees     10,590    
Trustees fees and related expenses (Note 3)     10,295    
Registration fees     4,473    
Miscellaneous     10,327    
Total expenses     1,355,600    
Fees and expenses reimbursed by Manager (Note 3)     (138,450 )  
Net expenses     1,217,150    
Net investment income (loss)     12,969,991    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     5,645,768    
Realized gains distributions from affiliated issuers (Note 8)     12,900    
Closed futures contracts     8,143,279    
Closed swap contracts     (8,722,528 )  
Net realized gain (loss)     5,079,419    
Change in net unrealized appreciation (depreciation) on:  
Investments     1,112,039    
Open futures contracts     2,362,394    
Open swap contracts     1,473,240    
Net unrealized gain (loss)     4,947,673    
Net realized and unrealized gain (loss)     10,027,092    
Net increase (decrease) in net assets resulting from operations   $ 22,997,083    

 

See accompanying notes to the financial statements.

7



GMO Domestic Bond Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 12,969,991     $ 9,069,721    
Net realized gain (loss)     5,079,419       12,152,915    
Change in net unrealized appreciation (depreciation)     4,947,673       (7,068,364 )  
Net increase (decrease) in net assets from operations     22,997,083       14,154,272    
Distributions to shareholders from:  
Net investment income  
Class III     (5,417,082 )     (10,756,517 )  
Class VI     (7,425,411 )        
Total distributions from net investment income     (12,842,493 )     (10,756,517 )  
Net realized gains  
Class III     (6,661,020 )     (17,124,372 )  
Return of capital  
Class III           (294,354 )  
      (19,503,513 )     (28,175,243 )  
Net share transactions (Note 7):  
Class III     (618,625,270 )     377,044,636    
Class VI     363,977,331          
Increase (decrease) in net assets resulting from net share
transactions
    (254,647,939 )     377,044,636    
Total increase (decrease) in net assets     (251,154,369 )     363,023,665    
Net assets:  
Beginning of period     736,300,481       373,276,816    
End of period (including distributions in excess of net investment
income of $7,816 and $7,296, respectively)
  $ 485,146,112     $ 736,300,481    

 

See accompanying notes to the financial statements.

8




GMO Domestic Bond Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 9.84     $ 10.07     $ 10.08     $ 9.68     $ 9.98    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.13       0.16       0.23       0.22       0.41    
Net realized and unrealized gain (loss)     0.16       0.04       0.24       0.86       0.22    
Total from investment operations     0.29       0.20       0.47       1.08       0.63    
Less distributions to shareholders:  
From net investment income     (0.16 )     (0.16 )     (0.20 )     (0.27 )     (0.50 )  
From net realized gains     (0.16 )     (0.27 )     (0.28 )     (0.41 )     (0.43 )  
Return of capital           (0.00 )(b)                     
Total distributions     (0.32 )     (0.43 )     (0.48 )     (0.68 )     (0.93 )  
Net asset value, end of period   $ 9.81     $ 9.84     $ 10.07     $ 10.08     $ 9.68    
Total Return(c)      3.02 %     2.02 %     4.79 %     11.43 %     6.62 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 125,188     $ 736,300     $ 373,277     $ 113,223     $ 155,000    
Net expenses to average daily net assets(d)      0.25 %     0.25 %     0.25 %     0.25 %     0.25 %  
Net investment income to average daily
net assets(a) 
    1.30 %     1.57 %     2.30 %     2.23 %     4.16 %  
Portfolio turnover rate     24 %     11 %     15 %     71 %     19 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.02 %     0.03 %     0.06 %     0.05 %     0.05 %  

 

(a)  Net investment income is affected by timing of the declaration of dividends by the underlying fund(s) in which the Fund invests.

(b)  Return of capital is less than $0.01.

(c)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(d)  Net expenses exclude expenses incurred indirectly through investment in underlying fund(s) (See Note 3).

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

9



GMO Domestic Bond Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class VI share outstanding throughout the period)

    Period from
July 26, 2005
(commencement of
operations) through
February 28, 2006
 
Net asset value, beginning of period   $ 9.93    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.24    
Net realized and unrealized gain (loss)(b)      (0.14 )  
Total from investment operations     0.10    
Less distributions to shareholders:  
From net investment income     (0.21 )  
Total distributions     (0.21 )  
Net asset value, end of period   $ 9.82    
Total Return(c)      0.97 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 359,958    
Net expenses to average daily net assets(d)      0.16 %*   
Net investment income to average daily net assets(a)      2.38 %(e)   
Portfolio turnover rate     24 %††   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.02 %*   

 

(a)  Net investment income is affected by timing of the declaration of dividends by the underlying fund(s) in which the Fund invests.

(b)  The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain (loss) on investments due to the timing of purchases and redemptions of Fund shares in relation to fluctuating market values of the investments of the Fund.

(c)  The total return would have been lower had certain expenses not been reimbursed during the period shown.

(d)  Net expenses exclude expenses incurred indirectly through investment in underlying fund(s) (See Note 3).

(e)  The ratio for the period ended February 28, 2006 has not been annualized since the Fund believes it would not be appropriate because the Fund's net income is not earned ratably throughout the fiscal year.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

††  Calculation represents portfolio turnover of the Fund for the year ended February 28, 2006.

See accompanying notes to the financial statements.

10




GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Domestic Bond Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return through direct and indirect investment in U.S. investment grade securities and by investing in other fund(s) of the Trust ("underlying fund(s)"), primarily GMO Short-Duration Collateral Fund. The Fund's benchmark is the Lehman Brothers U.S. Government Bond Index.

As of February 28, 2006, the Fund had two classes of shares outstanding: Class III and Class VI. Class VI commenced operations on July 26, 2005. The principal economic difference between the classes of shares is the level of shareholder service fees borne by the classes.

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect). Shares of the GMO Short-Duration Collateral Fund and the GMO Special Purpose Holding Fund are not publicly available for direct purchase.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of the underlying fund(s) and other mutual funds are valued at their net asset value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction. A security's

11



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value.

Some fixed income securities are valued at the closing bid for such securities as supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager is informed of erratic or unusual movements (including unusual inactivity) in the prices supplied for a security and, at its discretion, may override a price supplied by a source (by taking a price supplied by another source).

Certain investments in securities held by the Fund or the underlying fund(s) are valued on the basis of a price provided by a principal market maker. The prices provided by the principal market makers may differ from the value that would be realized if the securities were sold and the differences could be material to the Fund or the underlying fund(s). As of February 28, 2006, the total value of these securities represented 34.0% of net assets.

GMO Special Purpose Holding Fund ("SPHF"), a holding of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. In July of 2005, SPHF entered into a settlement agreement with one defendant in the lawsuit and the Fund received $9,247 indirectly in conjunction with the settlement. In April of 2006, SPHF entered into an additional settlement agreement with another defendant and the Fund indirectly received $51,475 in conjunction with that settlement. Those settlement proceeds received in April of 2006 are not reflected in the net asset value of the Fund as of February 28, 2006. The outcome of the lawsuits against the remaining defendants is not predictable and any potential recoveries are not reflected in the net asset value of the Fund. To the extent additional recoveries are realized, such recoveries may be material to the net asset value of the Fund.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with a futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the

12



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

Options

The Fund may write call and put options on futures or securities. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future or security transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future or security may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future or security underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. As of February 28, 2006, the Fund did not enter into any purchased option contracts.

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Loan agreements

The Fund may invest in direct debt instruments which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates. The Fund's investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. A loan is often administered by a bank or other financial institution (the "lender") that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation,

13



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan agreement and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. As of February 28, 2006, the Fund did not enter into any loan agreements.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. See the Schedule of Investments for indexed securities held by the Fund as of February 28, 2006.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into interest rate, total return and forward swap spread lock swap agreements. Interest rate swap agreements involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. Forward swap spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreements. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of

14



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. See the Schedule of Investments for a summary of open swap agreements entered into by the Fund as of February 28, 2006.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. As of February 28, 2006, the Fund did not enter into any repurchase agreements.

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities the Fund has sold but is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. As of February 28, 2006, the Fund did not enter into any reverse repurchase agreements.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 28, 2006, the Fund did not participate in securities lending.

15



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, quarterly, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $12,842,493 and $19,993,585, respectively, long-term capital gains – $6,661,020 and $7,887,304, respectively and returns of capital – $0 and $294,534, respectively.

As of February 28, 2006, the Fund elected to defer to March 1, 2006 post-October capital losses of $3,814,789.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 483,608,489     $ 3,732,196     $ (1,214,123 )   $ 2,518,073    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is attributable to certain differences in the computation of distributable income and capital gains under U.S. federal tax rules versus U.S. GAAP. The financial highlights exclude these adjustments.

Distributions
in Excess of Net
Investment Income
  Distributions
in Excess of Net
Realized Gains
  Paid-in Capital  
$ (128,018 )   $ (107,836 )   $ 235,854    

 

16



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities is accrued daily based upon an inflation adjusted principal. Additionally, any increase in the principal or face amount of the securities adjusted for inflation is recorded as interest income. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Allocation of operating activity

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. Investment income, common expenses and realized and unrealized gains and losses are allocated pro rata between the classes of shares of the Fund based on the relative net assets of each class. Shareholder service fees, which are directly attributable to a class of shares, are charged to that class's operations. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying fund(s). Because the underlying fund(s) have varied expense and fee levels and the Fund may own different proportions of underlying fund(s) at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.10% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for Class III shares and 0.055% for Class VI shares.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.10% of the average daily net assets.

17



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

The Fund incurs fees and expenses indirectly as a shareholder of the underlying fund(s). For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and
interest expense)
  Indirect
Shareholder Service
Fees
  Indirect
Interest
Expense
  Total Indirect
Expenses
 
  0.003 %     0.000 %     0.012 %     0.015 %  

 

        

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $5,434 and $3,065, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 28, 2006, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $ 1,279,702     $ 2,242,765    
Investments (non-U.S. Government securities)     131,178,216       387,730,000    

 

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related parties

As of February 28, 2006, 72.7% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's shares outstanding. One of the shareholders is another fund of the Trust. Investment activities of these shareholders may have a material effect on the Fund.

18



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, less than 0.1% of the Fund's shares were held by four related parties comprised of certain GMO employee accounts, and 88.5% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     6,195,721     $ 61,645,760       35,887,871     $ 358,929,046    
Shares issued to shareholders
in reinvestment of distributions
    1,168,276       11,658,232       2,835,823       27,861,769    
Shares repurchased     (69,417,895 )     (691,929,262 )     (979,771 )     (9,746,179 )  
Net increase (decrease)     (62,053,898 )   $ (618,625,270 )     37,743,923     $ 377,044,636    
    Period from July 26, 2005
(commencement of operations)
through February 28, 2006
     
Class VI:   Shares   Amount          
Shares sold     35,958,245     $ 357,126,330                    
Shares issued to shareholders
in reinvestment of distributions
    755,089       7,425,412                    
Shares repurchased     (58,545 )     (574,411 )                  
Net increase (decrease)     36,654,789     $ 363,977,331                    

 

19



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 28, 2006 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Short-Duration
Collateral Fund
  $ 689,586,013     $ 131,178,216     $ 387,730,000     $ 12,078,216     $     $ 440,095,699    
GMO Special Purpose
Holding Fund
    22,996                       $ 12,900       12,202 *  
Totals   $ 689,609,009     $ 131,178,216     $ 387,730,000     $ 12,078,216     $ 12,900     $ 440,107,901    

 

*  After the effect of return of capital distributions of $8,173 and $2,311 on April 5, 2005 and February 21, 2006, respectively.

20




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Domestic Bond Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Domestic Bond Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

21



GMO Domestic Bond Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual Expenses

The first line of the table for each class 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.27 %   $ 1,000.00     $ 997.20     $ 1.34    
2) Hypothetical     0.27 %   $ 1,000.00     $ 1,023.46     $ 1.35    
Class VI  
1) Actual     0.18 %   $ 1,000.00     $ 997.60     $ 0.89    
2) Hypothetical     0.18 %   $ 1,000.00     $ 1,023.90     $ 0.90    

 

*  Expenses are calculated using each Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

22



GMO Domestic Bond Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $6,661,020 from long-term capital gains.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006, $4,324,894 and $2,997,775, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

23



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

24



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004) ; and Providence Journal (a newspaper publisher) (December 1986 – December 2003)     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

25



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002;Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

26



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

27




GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the U.S. Quantitative team at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Tax-Managed U.S. Equities Fund returned +7.5% for the fiscal year ended February 28, 2006, as compared to +8.4% for the S&P 500. On an after-tax basis, the Fund returned +7.2% compared to the benchmark's +8.2% for the same period. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in U.S. equity securities throughout the period.

The Fund's underperformance for the fiscal year is primarily attributed to sector selection. An overweight in automotive stocks was the primary detractor, as these companies faltered during the latter half of the year. The Fund benefited from an overweight in utilities, and underweights in services, food and beverage, and manufacturing. Underweights in technology and machinery, which outpaced the market, detracted from returns.

Stock selection had mixed results for the fiscal year. Selection within healthcare stocks was quite strong, with selections including UnitedHealth Group and McKesson adding to returns. Selections within technology, including Dell and Intel, were disappointments. Gains from positive selections within retail and oil and gas stocks were balanced by losses from weaker selections within financial services and construction.

For the fiscal year, valuation-based stock selection strategies underperformed, as the strategies' explicit credit to companies with strong financial quality (high, stable profitability and low debt) put the portfolio at odds with a market environment in which low quality stocks once again posted the highest returns. The momentum-based strategy finished the period on par with the benchmark.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.

*  Returns do not reflect the tax effect a shareholder would pay on Fund distributions or the redemption of Fund shares.



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     98.1 %  
Short-Term Investment(s)     1.8    
Other     0.1    
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Health Care     22.5 %  
Financial     15.9    
Retail Stores     14.7    
Technology     14.3    
Utility     10.0    
Oil & Gas     6.4    
Consumer Goods     5.8    
Food & Beverage     2.4    
Services     2.4    
Construction     1.6    
Automotive     1.2    
Transportation     1.1    
Machinery     1.0    
Primary Process Industry     0.4    
Manufacturing     0.3    
      100.0 %  

 

1




GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    COMMON STOCKS — 98.1%  
    Automotive — 1.2%  
  43,469     Ford Motor Co.     346,448    
  100     Genuine Parts Co.     4,452    
  10,200     Harley-Davidson, Inc.     535,602    
  3,400     Johnson Controls, Inc.     242,318    
  4,800     Paccar, Inc.     335,376    
      1,464,196    
    Construction — 1.6%  
  5,700     Centex Corp.     385,377    
  14,033     D.R. Horton, Inc.     478,666    
  1,000     Fluor Corp.     86,300    
  6,300     KB Home     422,289    
  3,100     Lennar Corp.-Class A     185,566    
  100     NVR, Inc. *      75,300    
  5,400     Pulte Homes, Inc.     207,414    
  1,700     Ryland Group, Inc.     118,575    
      1,959,487    
    Consumer Goods — 5.7%  
  64,200     Altria Group, Inc.     4,615,980    
  1,700     Black & Decker Corp.     145,486    
  4,000     Colgate-Palmolive Co.     217,920    
  16,200     Eastman Kodak Co.     454,410    
  5,500     Jones Apparel Group, Inc.     159,060    
  8,400     Liz Claiborne, Inc.     302,652    
  9,100     Mattel Co.     153,335    
  4,600     Mohawk Industries, Inc. *      397,946    
  5,500     Whirlpool Corp.     493,845    
      6,940,634    

 

See accompanying notes to the financial statements.

2



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Financial — 15.6%  
  21,900     Aflac, Inc.     1,012,875    
  400     Allstate Corp. (The)     21,912    
  4,950     AMBAC Financial Group, Inc.     371,993    
  18,600     American International Group, Inc.     1,234,296    
  7,200     AON Corp.     285,192    
  27,108     Bank of America Corp.     1,242,902    
  7,900     BB&T Corp.     312,287    
  1,600     Capital One Financial Corp.     140,160    
  36,400     Charles Schwab Corp. (The)     590,044    
  2,100     Chubb Corp.     201,075    
  20,700     Citigroup, Inc.     959,859    
  2,700     Comerica, Inc.     154,764    
  3,100     E*Trade Financial Corp. *      79,298    
  3,900     Equifax, Inc.     142,896    
  900     Erie Indemnity Co.-Class A     47,763    
  40,000     Fannie Mae     2,187,200    
  8,057     Fidelity National Financial, Inc.     304,232    
  1,812     Fidelity National Title Group, Inc.-Class A     42,944    
  1,400     First American Corp.     59,024    
  4,700     Franklin Resources, Inc.     482,596    
  6,800     Freddie Mac     458,252    
  1,600     Goldman Sachs Group, Inc.     226,064    
  1,700     Hartford Financial Services Group, Inc.     140,046    
  1,300     Jefferson Pilot Corp.     78,325    
  10     JPMorgan Chase & Co.     411    
  2,400     Legg Mason, Inc.     313,416    
  3,900     Lehman Brothers Holdings, Inc.     569,205    
  6,000     Lincoln National Corp.     340,620    
  4,700     Loews Corp.     433,622    
  9,400     Marsh & McLennan Cos., Inc.     290,554    
  3,500     MBIA, Inc.     205,590    
  3,200     Metlife, Inc.     160,384    
  6,300     MGIC Investment Corp.     401,625    
  12,900     National City Corp.     448,920    

 

See accompanying notes to the financial statements.

3



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Financial — continued  
  11,187     Old Republic International Corp.     238,171    
  6,600     PMI Group (The), Inc.     285,780    
  5,300     PNC Financial Services Group, Inc.     372,855    
  1,200     Principal Financial Group     58,464    
  6,100     Progressive Corp. (The)     655,445    
  5,400     Prudential Financial, Inc.     416,016    
  3,000     Radian Group, Inc.     170,250    
  11,600     St. Paul Travelers Cos. (The), Inc.     498,568    
  4,500     State Street Corp.     281,160    
  4,200     TD Ameritrade Holding Corp.     91,392    
  4,800     Torchmark Corp.     262,416    
  13,000     UnumProvident Corp.     268,970    
  31,245     Washington Mutual, Inc.     1,334,162    
      18,873,995    
    Food & Beverage — 2.3%  
  7,900     Archer-Daniels-Midland Co.     250,588    
  36,800     Coca-Cola Co. (The)     1,544,496    
  5,700     Dean Foods Co. *      213,579    
  1,700     General Mills Co.     83,725    
  4,500     PepsiCo, Inc.     265,995    
  15,600     Sara Lee Corp.     275,652    
  14,200     Tyson Foods, Inc.-Class A     192,126    
      2,826,161    
    Health Care — 22.0%  
  15,700     Abbott Laboratories     693,626    
  17,800     Aetna, Inc.     907,800    
  2,400     Allergan, Inc.     259,824    
  23,200     AmerisourceBergen Corp.     1,066,968    
  33,200     Bristol-Myers Squibb Co.     766,920    
  14,300     Cardinal Health, Inc.     1,038,180    
  8,500     Cigna Corp.     1,043,375    
  9,700     Express Scripts, Inc. *      846,519    

 

See accompanying notes to the financial statements.

4



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Health Care — continued  
  13,700     Forest Laboratories, Inc. *      628,830    
  7,400     Genentech, Inc. *      634,106    
  6,300     HCA, Inc.     301,770    
  4,200     Health Net, Inc. *      201,390    
  4,100     Humana, Inc. *      211,847    
  53,200     Johnson & Johnson     3,066,980    
  4,800     Lincare Holdings, Inc. *      196,320    
  25,800     McKesson Corp.     1,396,554    
  5,500     Medco Health Solutions, Inc. *      306,460    
  4,200     Medtronic, Inc.     226,590    
  74,500     Merck & Co., Inc.     2,597,070    
  192,730     Pfizer, Inc.     5,047,599    
  1,000     St. Jude Medical, Inc. *      45,600    
  56,100     UnitedHealth Group, Inc.     3,266,703    
  6,478     WellPoint, Inc. *      497,446    
  30,100     Wyeth     1,498,980    
      26,747,457    
    Machinery — 1.0%  
  1,900     Baker Hughes, Inc.     129,143    
  14,400     Caterpillar, Inc.     1,052,352    
      1,181,495    
    Manufacturing — 0.3%  
  1,300     American Standard Cos., Inc.     51,454    
  2,000     ITT Industries, Inc.     105,000    
  3,100     United Technologies Corp.     181,350    
      337,804    
    Oil & Gas — 6.3%  
  600     Amerada Hess Corp.     82,986    
  7,600     Anadarko Petroleum Corp.     753,616    
  3,100     Apache Corp.     207,452    
  10,500     Burlington Resources, Inc.     946,890    

 

See accompanying notes to the financial statements.

5



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Oil & Gas — continued  
  26,500     ConocoPhillips     1,615,440    
  11,000     Devon Energy Corp.     644,930    
  1,900     EOG Resources, Inc.     128,060    
  22,600     Exxon Mobil Corp.     1,341,762    
  5,600     Marathon Oil Corp.     395,360    
  300     Murphy Oil Corp.     14,061    
  10,900     Occidental Petroleum Corp.     997,786    
  3,400     Patterson-UTI Energy, Inc.     93,670    
  4,800     Sunoco, Inc.     355,680    
  1,800     Valero Energy Corp.     96,822    
      7,674,515    
    Primary Process Industry — 0.4%  
  1,800     Air Products & Chemicals, Inc.     115,488    
  1,900     Dow Chemical Co.     81,757    
  2,100     Nucor Corp.     180,705    
  1,400     PPG Industries, Inc.     84,882    
      462,832    
    Retail Stores — 14.4%  
  4,400     Advance Auto Parts *      181,940    
  17,900     Albertson's, Inc.     455,376    
  14,400     Autonation, Inc. *      301,104    
  4,500     Autozone, Inc. *      435,060    
  17,200     Bed Bath & Beyond, Inc. *      619,888    
  2,800     Best Buy, Inc.     150,808    
  6,300     Chico's FAS, Inc. *      296,415    
  4,000     Costco Wholesale Corp.     205,120    
  7,500     CVS Corp.     212,475    
  13,900     Dollar General Corp.     242,138    
  5,100     Federated Department Stores, Inc.     362,304    
  108,600     Home Depot, Inc.     4,577,490    
  36,500     Kroger Co. (The) *      731,460    
  46,200     Lowe's Cos., Inc.     3,149,916    

 

See accompanying notes to the financial statements.

6



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Retail Stores — continued  
  9,700     Nordstrom, Inc.     368,600    
  14,100     Office Depot, Inc. *      503,088    
  7,100     Ross Stores, Inc.     201,072    
  29,700     Safeway, Inc.     722,007    
  4,900     Staples, Inc.     120,246    
  9,700     Supervalu, Inc.     306,520    
  3,000     Target Corp.     163,200    
  2,200     Tiffany & Co.     81,686    
  10,900     TJX Cos., Inc.     266,941    
  37,000     Walgreen Co.     1,659,820    
  26,000     Wal-Mart Stores, Inc.     1,179,360    
  600     Whole Foods Market, Inc.     38,328    
      17,532,362    
    Services — 2.4%  
  6,100     Brinker International, Inc.     254,065    
  12,000     Darden Restaurants, Inc.     503,280    
  2,700     Gannett Co., Inc.     167,832    
  8,500     Interpublic Group of Cos., Inc. *      88,060    
  5,500     Marriott International, Inc.-Class A     376,200    
  1,000     McDonald's Corp.     34,910    
  3,200     MGM Mirage *      118,304    
  2,200     Moody's Corp.     147,400    
  2,300     Omnicom Group     183,586    
  4,600     Starbucks Corp. *      167,072    
  12,600     Sysco Corp.     379,134    
  5,200     Wendy's International, Inc.     301,080    
  3,100     Yum! Brands, Inc.     147,870    
      2,868,793    
    Technology — 14.0%  
  13,300     Adobe Systems, Inc.     513,646    
  6,300     Affiliated Computer Services, Inc.-Class A *      396,396    
  4,300     Agilent Technologies, Inc. *      154,800    

 

See accompanying notes to the financial statements.

7



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Technology — continued  
  9,700     American Power Conversion Corp.     198,171    
  1,700     Applera Corp.-Applied Biosystems Group     48,059    
  8,200     Autodesk, Inc.     308,730    
  2,200     Avnet, Inc. *      55,286    
  2,700     Boeing Co.     196,263    
  22,300     Corning, Inc. *      544,343    
  52,700     Dell, Inc. *      1,528,300    
  3,100     Diebold, Inc.     124,000    
  11,400     EMC Corp. *      159,828    
  23,100     First Data Corp.     1,042,503    
  4,600     Fiserv, Inc. *      190,900    
  1,700     General Dynamics Corp.     209,559    
  2,800     Goodrich Corp.     117,152    
  1,200     Google, Inc.-Class A *      435,144    
  2,300     Harris Corp.     105,064    
  100,900     Hewlett-Packard Co.     3,310,529    
  121,500     Intel Corp.     2,502,900    
  5,600     Intuit, Inc. *      272,048    
  2,300     Jabil Circuit, Inc. *      87,055    
  9,000     Lockheed Martin Corp.     655,830    
  1,000     Microchip Technology, Inc.     35,200    
  32,600     Motorola, Inc.     697,640    
  5,000     National Semiconductor Corp.     140,250    
  1,900     NCR Corp. *      76,171    
  3,400     Nvidia Corp. *      160,242    
  26,400     Oracle Corp. *      327,888    
  400     Pitney Bowes, Inc.     17,096    
  5,400     Qualcomm, Inc.     254,934    
  4,100     Rockwell Automation, Inc.     279,497    
  4,400     Rockwell Collins, Inc.     233,860    
  4,100     SanDisk Corp. *      247,394    
  41,600     Texas Instruments, Inc.     1,241,760    
  2,300     W.W. Grainger, Inc.     170,292    
      17,038,730    

 

See accompanying notes to the financial statements.

8



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Transportation — 1.1%  
  9,500     Burlington Northern Santa Fe Corp.     747,080    
  4,000     C.H. Robinson Worldwide, Inc.     179,280    
  500     FedEx Corp.     53,620    
  1,700     JB Hunt Transport Services, Inc.     40,222    
  3,100     Union Pacific Corp.     274,505    
      1,294,707    
    Utility — 9.8%  
  17,800     AES Corp. (The) *      307,940    
  9,700     Alltel Corp.     612,555    
  9,500     American Electric Power Co., Inc.     346,750    
  116,763     AT&T, Inc.     3,221,491    
  22,900     BellSouth Corp.     723,182    
  9,700     Centerpoint Energy, Inc.     125,809    
  1,400     Centurytel, Inc.     50,372    
  2,700     Constellation Energy Group, Inc.     158,598    
  7,900     Duke Energy Corp.     224,360    
  4,300     Edison International     190,748    
  12,000     El Paso Corp.     156,960    
  9,400     Exelon Corp.     536,834    
  4,400     FirstEnergy Corp.     224,752    
  5,600     FPL Group, Inc.     234,808    
  5,400     Kinder Morgan, Inc.     501,012    
  6,100     Nextel Partners, Inc.-Class A *      171,166    
  2,400     NII Holdings, Inc.-Class B *      122,928    
  300     Progress Energy, Inc.     13,314    
  1,800     Public Service Enterprise Group, Inc.     124,902    
  1,600     Questar Corp.     117,200    
  3,300     TXU Corp.     172,887    
  105,442     Verizon Communications, Inc.     3,553,395    
  800     Xcel Energy, Inc.     14,848    
      11,906,811    
    TOTAL COMMON STOCKS (COST $108,411,405)     119,109,979    

 

See accompanying notes to the financial statements.

9



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    SHORT-TERM INVESTMENT(S) — 1.8%  
  2,151,882     Citigroup Global Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $2,152,062 and an effective yield of
3.01%, collateralized by a U.S. Treasury Bond with a rate of 4.50%,
maturity date of 02/15/36 and a market value, including accrued interest,
of $2,194,920.
    2,151,882    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $2,151,882)     2,151,882    
    TOTAL INVESTMENTS — 99.9%
(Cost $110,563,287)
    121,261,861    
    Other Assets and Liabilities (net) — 0.1%     77,493    
    TOTAL NET ASSETS — 100.0%   $ 121,339,354    

 

Notes to Schedule of Investments:

*  Non-income producing security.

See accompanying notes to the financial statements.

10




GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value (cost $110,563,287) (Note 2)   $ 121,261,861    
Dividends and interest receivable     158,025    
Receivable for expenses reimbursed by Manager (Note 3)     6,103    
Total assets     121,425,989    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     30,624    
Shareholder service fee     13,920    
Trustees and Chief Compliance Officer fees     141    
Accrued expenses     41,950    
Total liabilities     86,635    
Net assets   $ 121,339,354    
Net assets consist of:  
Paid-in capital   $ 114,889,089    
Accumulated undistributed net investment income     215,608    
Accumulated net realized loss     (4,463,917 )  
Net unrealized appreciation     10,698,574    
    $ 121,339,354    
Net assets attributable to:  
Class III shares   $ 121,339,354    
Shares outstanding:  
Class III     9,458,131    
Net asset value per share:  
Class III   $ 12.83    

 

See accompanying notes to the financial statements.

11



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends   $ 1,902,988    
Interest     41,429    
Total investment income     1,944,417    
Expenses:  
Management fee (Note 3)     301,431    
Shareholder service fee – Class III (Note 3)     137,014    
Custodian, fund accounting agent and transfer agent fees     25,755    
Audit and tax fees     43,626    
Legal fees     1,410    
Trustees fees and related expenses (Note 3)     1,688    
Registration fees     1,398    
Miscellaneous     1,578    
Total expenses     513,900    
Fees and expenses reimbursed by Manager (Note 3)     (72,985 )  
Net expenses     440,915    
Net investment income (loss)     1,503,502    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     2,538,684    
Closed futures contracts     1,989    
Net realized gain (loss)     2,540,673    
Change in net unrealized appreciation (depreciation) on investments     2,939,967    
Net realized and unrealized gain (loss)     5,480,640    
Net increase (decrease) in net assets resulting from operations   $ 6,984,142    

 

See accompanying notes to the financial statements.

12



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 1,503,502     $ 1,308,839    
Net realized gain (loss)     2,540,673       7,043,189    
Change in net unrealized appreciation (depreciation)     2,939,967       (1,829,315 )  
Net increase (decrease) in net assets from operations     6,984,142       6,522,713    
Distributions to shareholders from:  
Net investment income  
Class III     (1,452,459 )     (1,236,900 )  
Net share transactions (Note 7):  
Class III     34,433,458       14,061,792    
Total increase (decrease) in net assets     39,965,141       19,347,605    
Net assets:  
Beginning of period     81,374,213       62,026,608    
End of period (including accumulated undistributed net
investment income of $215,608 and $168,428,
respectively)
  $ 121,339,354     $ 81,374,213    

 

See accompanying notes to the financial statements.

13




GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 12.14     $ 11.58     $ 8.62     $ 11.24     $ 12.08    
Income (loss) from investment operations:  
Net investment income (loss)†     0.20       0.16       0.14       0.14       0.16    
Net realized and unrealized gain (loss)     0.69       0.54       2.96       (2.64 )     (0.86 )  
Total from investment operations     0.89       0.70       3.10       (2.50 )     (0.70 )  
Less distributions to shareholders:  
From net investment income     (0.20 )     (0.14 )     (0.14 )     (0.12 )     (0.14 )  
Total distributions     (0.20 )     (0.14 )     (0.14 )     (0.12 )     (0.14 )  
Net asset value, end of period   $ 12.83     $ 12.14     $ 11.58     $ 8.62     $ 11.24    
Total Return(a)      7.46 %     6.12 %(b)      36.21 %     (22.33 )%     (5.78 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 121,339     $ 81,374     $ 62,027     $ 40,347     $ 27,495    
Net expenses to average daily net assets     0.48 %     0.48 %     0.48 %     0.49 %     0.48 %  
Net investment income to average daily
net assets
    1.65 %     1.39 %     1.34 %     1.41 %     1.36 %  
Portfolio turnover rate     62 %     87 %     70 %     63 %     45 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.08 %     0.08 %     0.13 %     0.16 %     0.36 %  

 

†  Calculated using average shares outstanding throughout the period.

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(b)  The effect of losses in the amount of $15,989 resulting from compliance violations and the Manager's reimbursement of such losses had no effect on total return.

See accompanying notes to the financial statements.

14




GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Tax-Managed U.S. Equities Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high after-tax total return primarily through investment in U.S. equity securities. The Fund's benchmark is the S&P 500 Index (after-tax), which is computed by the Manager by applying the maximum historical applicable individual federal tax rate to the S&P 500 Index's dividend yield and to its estimated short-term and long-term realized capital gains (losses) (arising from changes in the constituents of the S&P 500 Index).

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with a futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets

15



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. As of February 28, 2006, the Fund did not enter into any futures contracts.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these

16



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the price of the security or index underlying these transactions. As of February 28, 2006, the Fund did not enter into any swap agreements.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. See the Schedule of Investments for open repurchase agreements entered into by the Fund as of February 28, 2006.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 28, 2006, the Fund did not participate in securities lending.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, quarterly, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

17



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $1,452,459 and $1,236,900, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $215,608 of undistributed ordinary income.

As of February 28, 2006, the Fund had capital loss carryforwards available to offset future capital gains, if any, to the extent permitted by the Code, of $2,626,902 and $1,837,015 expiring in 2011 and 2012, respectively. Utilization of the capital loss carryforwards above could be subject to limitations imposed by the Code related to share ownership activity.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 110,563,287     $ 13,140,092     $ (2,441,518 )   $ 10,698,574    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to redemption in-kind transactions. Net gains resulting from in-kind transactions were $850,888. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ (3,863 )   $ (847,025 )   $ 850,888    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities

18



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.33% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.33% of the average daily net assets.

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $939 and $552, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $88,392,150 and $56,239,384, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be

19



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related party

As of February 28, 2006, 70.9% of the outstanding shares of the Fund were held by three shareholders, each holding in excess of 10% of the Fund's outstanding shares. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, less than 0.1% of the Fund's shares were held by one related party comprised of a certain GMO employee account, and 2.4% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     3,129,868     $ 39,103,839       3,788,864     $ 43,065,447    
Shares issued to shareholders
in reinvestment of distributions
    72,670       886,419       48,491       557,513    
Shares repurchased     (447,033 )     (5,556,800 )     (2,488,925 )     (29,561,168 )  
Net increase (decrease)     2,755,505     $ 34,433,458       1,348,430     $ 14,061,792    

 

20




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Tax-Managed U.S. Equities Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Tax-Managed U.S. Equities Fund (the "Fund") (a series of GMO Trust) at February 28, 2006 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

21



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.48 %   $ 1,000.00     $ 1,054.80     $ 2.45    
2) Hypothetical     0.48 %   $ 1,000.00     $ 1,022.41     $ 2.41    

 

*  Expenses are calculated using the Class's annualized net expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

22



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

For taxable, non-corporate shareholders, 97.94% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 100.00% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 28, 2006 of $8,960 or if determined to be different, the qualified interest income of such year.

23



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

24



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003)     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

25



Principal Officers:

Name, Address,
and DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002;Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

26



Principal Officers — (Continued)

Name, Address,
and DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003– present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

27




GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the International Quantitative team at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Tax-Managed International Equities Fund returned +20.0% for the fiscal year ended February 28, 2006, as compared to +17.4% for the MSCI EAFE Index. On an after-tax basis, the Fund returned +19.6% compared to the benchmark's +16.3% for the same period. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in international equity securities throughout the period.

Country selection was a moderate positive factor for the year. The portfolio's allocation to emerging equities continued to add to relative performance, as emerging equities outpaced developed international equities for yet another year. The portfolio also benefited from overweights in resource-heavy Norway and Canada. An underweight in Switzerland, which posted strong returns for the fiscal year, worked against the portfolio.

Sector selection was also a positive factor for the fiscal year. An underweight in telecommunication services was the primary positive factor, as these stocks suffered during the year. An underweight in financial services stocks was a moderate detractor for the period.

Stock selection was the primary contributor to performance for the year, as the portfolio benefited from strong selection within both the developed and emerging markets. The momentum-based stock selection strategy posted the year's strongest results. The quality-adjusted value strategy posted negative relative returns, but was balanced by positive relative returns by the intrinsic value stock selection strategy.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.

*  Returns do not reflect the tax effect a shareholder would pay on Fund distributions or the redemption of Fund shares.



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     96.1 %  
Preferred Stocks     1.1    
Debt Obligation(s)     0.1    
Futures     0.0    
Swaps     0.0    
Short-Term Investment(s)     0.6    
Other     2.1    
      100.0 %  
Industry Sector Summary   % of Investments*  
Financials     25.8 %  
Consumer Discretionary     14.2    
Energy     11.7    
Health Care     11.4    
Industrials     8.9    
Materials     8.9    
Consumer Staples     6.4    
Utilities     6.0    
Information Technology     3.9    
Telecommunication Services     2.8    
      100.0 %  

 

*  The table excludes short-term investment(s).

1



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Country Summary   % of Investments*  
Japan     25.9 %  
United Kingdom     21.1    
Germany     8.6    
France     8.0    
Netherlands     6.1    
Switzerland     4.5    
Italy     3.1    
Finland     2.8    
Australia     2.3    
Norway     1.6    
Canada     1.6    
South Korea     1.5    
Belgium     1.5    
Spain     1.4    
Sweden     1.3    
Taiwan     1.1    
Austria     1.1    
Brazil     1.1    
Singapore     0.9    
Hong Kong     0.8    
Ireland     0.8    
China     0.6    
Russia     0.5    
Mexico     0.5    
South Africa     0.4    
Denmark     0.2    
Greece     0.2    
Israel     0.2    
United States     0.1    
Thailand     0.1    
Turkey     0.1    
Malaysia     0.0    
India     0.0    
Poland     0.0    
Philippines     0.0    
      100.0 %  

 

*  The table excludes short-term investment(s).

2




GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  

 

    COMMON STOCKS — 96.1%  
    Australia — 2.2%  
  84,857     Australia and New Zealand Banking Group Ltd     1,613,913    
  127,516     BHP Billiton Ltd     2,294,557    
  104,004     Boral Ltd     675,029    
  45,208     Commonwealth Bank of Australia     1,500,734    
  156,685     General Property Trust Units     481,549    
  30,192     Macquarie Bank Ltd     1,428,090    
  135,109     National Australia Bank Ltd     3,667,110    
  85,756     Rinker Group Ltd     1,126,626    
  130,965     Santos Ltd     1,100,774    
  437,095     Telstra Corp Ltd     1,243,779    
  49,785     Woodside Petroleum Ltd     1,494,462    
  141,450     Woolworths Ltd     1,926,440    
      18,553,063    
    Austria — 1.1%  
  5,938     Boehler Uddeholm (Bearer)     1,113,981    
  5,929     Flughafen Wien AG     478,181    
  444     Lenzing AG     97,956    
  87,050     OMV AG     5,398,775    
  14,945     Voestalpine AG     1,741,846    
      8,830,739    
    Belgium — 1.5%  
  6,470     Colruyt SA     932,065    
  18,354     Delhaize Group     1,224,420    
  115,924     Dexia     2,879,099    
  147,719     Fortis     5,261,937    
  40,452     UCB SA     1,916,071    
      12,213,592    

 

See accompanying notes to the financial statements.

3



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Brazil — 0.4%  
  8,719     Banco do Brasil SA     225,787    
  40,800     Companhia de Concessoes Rodoviarias     385,232    
  8,000     Compania Vale do Rio Doce     393,501    
  7,992,200     Electrobras (Centro)     169,328    
  35,400     Petroleo Brasileiro SA (Petrobras)     810,191    
  3,200     Petroleo Brasileiro SA (Petrobras) ADR     280,128    
  7,600     Unibanco-Uniao de Bancos Brasileiros SA GDR     668,420    
      2,932,587    
    Canada — 1.5%  
  86,664     Canadian Natural Resources     4,734,892    
  41,864     EnCana Corp     1,731,363    
  15,700     National Bank of Canada     895,209    
  71,200     Petro - Canada     3,261,623    
  24,500     Royal Bank of Canada     2,047,182    
      12,670,269    
    China — 0.6%  
  114,000     Aluminum Corp of China Ltd     116,172    
  340,000     Bank of Communications Co Ltd 144A *      203,928    
  888,000     China Construction Bank Class H 144A *      414,932    
  168,000     China Life Insurance Co Ltd *      190,550    
  234,000     China Mobile Ltd     1,130,604    
  1,310,000     China Petroleum & Chemical Corp Class H     779,374    
  6,300     China Telecom Corp Ltd ADR     231,147    
  288,300     China Telecom Corp Ltd Class H     105,351    
  526,000     CNOOC Ltd     435,905    
  1,108,000     PetroChina Co Ltd Class H     1,077,536    
      4,685,499    
    Denmark — 0.2%  
  210     AP Moller - Maersk A/S Class B     1,924,749    

 

See accompanying notes to the financial statements.

4



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Finland — 2.8%  
  86,600     Fortum Oyj     2,095,120    
  23,000     Kemira Oyj     398,053    
  60,900     Metso Oyj     2,244,104    
  523,550     Nokia Oyj     9,742,200    
  25,300     Orion-Yhtymae Oyj     544,918    
  70,750     Rautaruukki Oyj     2,384,229    
  208,062     Sampo Oyj Class A     4,170,140    
  28,500     Yit Yhtymae Oyj     1,446,024    
      23,024,788    
    France — 7.8%  
  110,301     Arcelor     4,030,544    
  55,125     Axa     1,949,125    
  116,949     BNP Paribas     10,823,267    
  4,173     Bongrain SA     264,693    
  33,351     Business Objects SA *      1,237,825    
  24,046     Carrefour SA     1,193,689    
  5,024     Chargeurs International SA     120,519    
  36,812     Cie de Saint-Gobain     2,455,875    
  693     Elf Gabon     534,739    
  2,228     Esso S.A.F.     473,713    
  21,176     L'Oreal SA     1,872,321    
  21,643     LVMH Moet Hennessy Louis Vuitton SA     1,966,012    
  86,816     Peugeot SA     5,061,146    
  46,569     Renault SA     4,474,957    
  57,493     Sanofi-Aventis     4,894,105    
  20,533     Schneider Electric SA     2,098,121    
  21,654     Societe Generale     3,066,506    
  16,784     Suez Lyon des Eaux VVPR Strip *      200    
  16,784     Suez SA Class B     615,338    
  70,941     Total SA     17,841,574    
      64,974,269    

 

See accompanying notes to the financial statements.

5



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Germany — 8.0%  
  10,784     Adidas-Salomon AG     2,107,494    
  22,500     Allianz AG (Registered)     3,633,865    
  33,857     Altana AG     1,818,357    
  22,888     Bayer AG     923,183    
  93,052     Bayerische Motoren Werke AG     4,473,431    
  67,000     Commerzbank AG     2,448,069    
  78,072     DaimlerChrysler AG (Registered)     4,338,273    
  36,500     Deutsche Bank AG (Registered)     4,038,060    
  24,100     Deutsche Boerse AG     3,027,561    
  71,870     E. On AG     7,970,973    
  12,000     IWKA AG     323,090    
  36,900     MAN AG     2,328,399    
  30,200     Merck KGaA     3,024,299    
  35,800     Muenchener Rueckversicherungs AG (Registered)     4,860,022    
  30,800     RWE AG     2,648,459    
  28,028     Salzgitter AG     1,904,544    
  40,800     Schering AG     2,926,359    
  51,761     Suedzucker AG     1,367,546    
  197,886     ThyssenKrupp AG     5,012,590    
  124,500     TUI AG     2,458,890    
  71,671     Volkswagen AG     5,019,242    
      66,652,706    
    Greece — 0.2%  
  31,935     National Bank of Greece SA     1,640,542    
    Hong Kong — 0.8%  
  168,000     Cheung Kong Holdings Ltd     1,761,002    
  320,400     CLP Holdings Ltd     1,831,829    
  320,000     Hang Lung Group Co Ltd     704,723    
  425,500     Hong Kong Electric Holdings Ltd     1,959,300    
      6,256,854    

 

See accompanying notes to the financial statements.

6



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    India — 0.0%  
  10,400     Reliance Industries Ltd GDR 144A     331,760    
    Ireland — 0.7%  
  84,208     Anglo Irish Bank Corp     1,380,696    
  88,246     Bank of Ireland     1,569,913    
  89,154     CRH Plc     2,924,403    
  79,446     Greencore Group     325,633    
      6,200,645    
    Israel — 0.2%  
  71,000     Bank Hapoalim B.M.     324,935    
  11,000     Check Point Software Technologies Ltd *      233,860    
  24,100     Teva Pharmaceutical Industries ADR     1,011,959    
      1,570,754    
    Italy — 2.9%  
  222,250     Banca Intesa SPA - Di RISP     1,222,002    
  333,754     Banca Monte dei Paschi di Siena SPA     1,726,310    
  83,500     Banca Popolare di Milano     1,055,426    
  222,000     Capitalia SPA     1,676,798    
  482,760     ENI SPA     13,801,195    
  166,303     Fiat SPA *      1,800,287    
  58,812     Mediobanca SPA     1,229,992    
  69,931     Sanpaolo IMI SPA     1,234,073    
      23,746,083    
    Japan — 25.2%  
  16,270     Acom Co Ltd     997,264    
  92,400     Aeon Co Ltd     2,204,375    
  153,000     AIOI Insurance Co Ltd     1,129,091    
  52,000     Chiyoda Corp     1,253,736    
  131,900     Chubu Electric Power Co Inc     3,496,280    
  25,200     Chugoku Electric Power Co Inc     545,828    
  182,000     Cosmo Oil Co Ltd     925,327    

 

See accompanying notes to the financial statements.

7



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  62,350     Daiei Inc *      1,720,113    
  127,941     Daiichi Sankyo Co Ltd *      2,641,605    
  181,000     Daikyo Inc *      952,741    
  28,400     Daito Trust Construction Co Ltd     1,329,925    
  72,000     Daiwa Securities Co Ltd     854,795    
  72,800     Eisai Co Ltd     3,366,807    
  28,300     Fanuc Ltd     2,386,397    
  322,000     Fuji Heavy Industries Ltd     1,744,816    
  268,000     Furukawa Electric Co Ltd *      2,091,341    
  713,000     Haseko Corp *      2,484,391    
  212,500     Honda Motor Co Ltd     12,412,187    
  57,000     Hoya Corp     2,261,427    
  47,000     Ibiden Co Ltd     2,202,395    
  675,000     Ishikawajima-Harima Heavy Industries Co Ltd *      2,046,903    
  426,000     Isuzu Motors Ltd     1,466,910    
  595,000     Itochu Corp     4,945,354    
  66,000     JACCS Co Ltd     652,090    
  158,000     Japan Steel Works Ltd     977,547    
  187     Japan Tobacco Inc     3,212,715    
  58,000     Kamigumi Co Ltd     442,627    
  34,000     Kandenko Co     244,860    
  93,700     Kansai Electric Power Co Inc     2,180,382    
  100,000     Kao Corp     2,716,246    
  658,000     Kobe Steel Ltd     2,500,583    
  193,000     Komatsu Ltd     3,422,774    
  36,000     Kyudenko Corp     227,294    
  74,300     Kyushu Electric Power Co Inc     1,792,244    
  566,000     Marubeni Corp     2,807,176    
  93,000     Matsushita Electric Industrial Co Ltd     1,955,736    
  473,000     Mazda Motor Corp     2,690,077    
  312,400     Mitsubishi Corp     7,248,037    
  100,000     Mitsubishi Estate Co Ltd     2,108,880    
  173,000     Mitsubishi Heavy Industries     812,540    
  1,219,000     Mitsubishi Motors Corp *      2,520,726    

 

See accompanying notes to the financial statements.

8



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  288     Mitsubishi Tokyo Financial Group Inc     4,276,037    
  162,000     Mitsui & Co     2,216,398    
  158,000     Mitsui OSK Lines Ltd     1,152,050    
  308,284     Mitsui Trust Holding Inc     4,519,980    
  670     Mizuho Financial Group Inc     5,340,716    
  47,000     Nagase & Co     600,540    
  76,000     Nikon Corp     1,292,482    
  43,000     Nippon Corp     339,225    
  146,000     Nippon Shinpan Co Ltd     1,401,332    
  499,000     Nippon Steel Corp     1,988,675    
  904     Nippon Telegraph & Telephone Corp     3,903,399    
  228,000     Nippon Yusen KK     1,483,190    
  107,000     Nissan Chemical Industries Ltd     1,760,687    
  710,700     Nissan Motor Co     8,158,649    
  78,100     Nisshin Seifun Group Inc     792,704    
  37,400     Nitto Denko Corp     3,209,500    
  381     NTT Data Corp     1,761,562    
  845     NTT Docomo Inc     1,250,227    
  21,000     Ono Pharmaceutical Co Ltd     939,256    
  13,100     ORIX Corp     3,448,845    
  22,700     Promise Co Ltd     1,369,865    
  1,663     Resona Holdings Inc *      5,864,086    
  78,000     Ricoh Company Ltd     1,444,197    
  13,800     Ryosan Co     376,456    
  22,500     Secom Co     1,116,379    
  192,000     Shimizu Corp     1,347,788    
  24,700     Shin-Etsu Chemical Co Ltd     1,315,100    
  11,600     Shinko Electric Industries     849,622    
  9,400     SMC Corp     1,327,865    
  49,300     Softbank Corp.     1,507,548    
  213,000     Sumitomo Heavy Industries Ltd     1,904,901    
  886,000     Sumitomo Metal Industries Ltd     3,933,366    
  259,000     Taiheiyo Cement Co Ltd     1,114,452    
  63,000     Taisho Pharmaceutical Co Ltd     1,333,568    

 

See accompanying notes to the financial statements.

9



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  313,900     Takeda Pharmaceutical Co Ltd     17,485,631    
  79,800     Tohoku Electric Power Co Inc     1,805,671    
  87,000     Tokuyama Corp     1,297,992    
  68,400     Tokyo Electric Power Co Inc     1,846,412    
  127,000     Tokyu Land Corp     1,107,740    
  108,000     TonenGeneral Sekiyu KK     1,079,433    
  174,300     Toyota Motor Corp     9,291,488    
  451,000     Ube Industries Ltd     1,330,770    
  150,000     Urban Corp     2,197,880    
  23,900     Yamada Denki Co Ltd     2,560,521    
  73,000     Yaskawa Electric Corp *      795,063    
      209,411,790    
    Malaysia — 0.0%  
  49,000     Malakoff Berhad     115,908    
  54,700     Maxis Communications Berhad     128,033    
  55,120     MISC Berhad     143,790    
      387,731    
    Mexico — 0.5%  
  19,000     America Movil SA de CV Class L ADR     659,870    
  195,320     Cemex SA de CV CPO     1,209,026    
  51,000     Fomento Economico Mexicano SA de CV     440,621    
  86,000     Grupo Financiero Banorte SA de CV     209,848    
  120,000     Grupo Mexico SA Class B     307,589    
  44,000     Grupo Televisa SA (Participating Certificates)     174,782    
  30,500     Telefonos de Mexico SA de CV Class L ADR     682,895    
  70,000     Wal-Mart de Mexico SA de CV Class V     199,943    
      3,884,574    
    Netherlands — 5.9%  
  491,287     ABN Amro Holdings NV     14,316,479    
  370,837     Aegon NV     6,115,265    
  43,981     Akzo Nobel NV     2,232,721    

 

See accompanying notes to the financial statements.

10



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Netherlands — continued  
  5,579     Boskalis Westminster NV     353,382    
  45,860     DSM NV     1,907,262    
  2,671     Gamma Holdings NV     119,370    
  60,607     Heineken NV     2,282,112    
  532,822     ING Groep NV     20,026,626    
  2,252     Koninklijke Ten Cate     253,312    
  19,535     Koninklijke Wessanen NV     307,302    
  19,206     Van Ommeren Vopak NV     611,112    
  7,608     Wereldhave NV     811,066    
      49,336,009    
    Norway — 1.6%  
  40,860     DnB NOR ASA     495,761    
  21,304     Frontline Ltd     819,737    
  45,861     Norsk Hydro ASA     5,371,837    
  61,600     Orkla ASA     2,685,012    
  138,865     Statoil ASA     3,556,162    
      12,928,509    
    Philippines — 0.0%  
  4,240     Philippine Long Distance Telephone     145,548    
    Poland — 0.0%  
  9,300     Polski Koncern Naftowy Orlen SA     171,029    
    Russia — 0.5%  
  6,400     JSC Mining & Smelting Co ADR     569,600    
  26,700     Lukoil ADR     2,136,000    
  5,000     Mobile Telesystems ADR     180,350    
  5,300     OAO Gazprom ADR     448,380    
  5,600     Polyus Gold Co ZAO ADR *      201,600    
  6,900     Unified Energy Systems GDR     475,755    
      4,011,685    

 

See accompanying notes to the financial statements.

11



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Singapore — 0.9%  
  529,000     Capitaland Ltd     1,362,750    
  304,000     DBS Group Holdings Ltd     3,057,612    
  53,500     Fraser & Neave Ltd     627,126    
  130,000     Keppel Corp Ltd     1,117,231    
  610,380     Singapore Telecommunications     978,489    
      7,143,208    
    South Africa — 0.4%  
  43,900     AVI Ltd     118,964    
  119,696     FirstRand Ltd     360,840    
  3,000     Impala Platinum Holdings Ltd     509,369    
  6,492     Imperial Holdings Ltd *      162,414    
  9,219     Nedcor Ltd     177,946    
  13,600     Remgro Ltd     285,243    
  99,300     Sanlam Ltd     257,058    
  12,100     Sasol Ltd     414,362    
  29,995     Standard Bank Group Ltd     382,940    
  60,300     Steinhoff International Holdings     197,358    
  10,300     Telkom SA Ltd     270,997    
  9,480     Tiger Brands Ltd     234,994    
      3,372,485    
    South Korea — 1.5%  
  24     Dong-A Pharm     1,692    
  7,500     Dongkuk Steel Mill     145,518    
  2,660     GS Engineering & Construction Corp     144,452    
  14,428     Hana Financial Group Inc     616,645    
  8,400     Hanjin Shipping     196,629    
  2,200     Honam Petrochemical Co     129,152    
  12,200     Hynix Semiconductor Inc *      411,541    
  6,150     Hyundai Development Co     279,104    
  4,800     Hyundai Mobis     403,569    
  9,600     Hyundai Motor Co     815,901    
  700     KCC Corporation     139,437    
  13,500     KIA Motors Corp     289,826    

 

See accompanying notes to the financial statements.

12



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    South Korea — continued  
  12,200     Kookmin Bank     924,726    
  17,200     Korea Electric Power Corp     733,958    
  600     Korea Express Co Ltd *      49,814    
  13,800     KT Corp ADR     281,796    
  7,900     KT Freetel Co Ltd     210,169    
  7,300     KT&G Corp     432,749    
  4,600     LG Chemicals Ltd     230,808    
  23,800     LG Corp     826,770    
  3,200     LG Electronics Inc     262,773    
  3,490     Samsung Electronics Co Ltd     2,446,748    
  2,700     Samsung SDI Co Ltd     238,572    
  14,000     Shinhan Financial Group Co Ltd     546,956    
  600     Shinsegae Co Ltd     284,345    
  8,300     SK Corp     511,430    
  700     SK Telecom Co Ltd     145,465    
  13,900     SK Telecom Co Ltd ADR     335,685    
  10,200     Woori Finance Holdings Co Ltd     200,363    
      12,236,593    
    Spain — 1.4%  
  37,706     ACS Actividades de Construccion y Servicios SA     1,406,181    
  64,911     Endesa SA     2,173,561    
  148,722     Iberdrola SA     4,690,707    
  114,883     Repsol YPF SA     3,211,155    
      11,481,604    
    Sweden — 1.2%  
  67,900     Electrolux AB     1,877,944    
  53,150     Hennes & Mauritz AB Class B     1,936,638    
  21,200     Holmen AB Class B     822,422    
  58,800     Nordea AB     664,651    
  130,100     Skanska AB Class B     2,094,574    
  87,000     Swedish Match AB     1,164,998    
  156,300     Tele2 AB Class B     1,686,954    
      10,248,181    

 

See accompanying notes to the financial statements.

13



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Switzerland — 4.3%  
  227,028     ABB Ltd *      2,720,166    
  6,497     Bobst Group AG (Registered)     277,408    
  57,600     Credit Suisse Group     3,190,187    
  257     Movenpick Holdings (Bearer) *      63,671    
  22,360     Nestle SA (Registered)     6,573,922    
  80,668     Roche Holding AG (Non Voting)     11,918,450    
  2,548     Swisscom AG (Registered)     765,192    
  1,603     Valora Holding AG *      325,739    
  43,238     Zurich Financial Services AG *      10,210,384    
      36,045,119    
    Taiwan — 1.1%  
  135,940     Acer Inc     300,796    
  173,800     Asustek Computer Inc     489,814    
  363,580     AU Optronics Corp     580,900    
  249,000     Chi Mei Optoelectronics Corp     376,589    
  307,000     China Bills Finance Corp     100,061    
  632,000     China Development Financial Holding Corp *      241,989    
  492,000     Chunghwa Picture Tubes Ltd     127,768    
  177,000     Chunghwa Telecom Co Ltd     322,238    
  264,259     Compal Electronics Inc     245,803    
  83,547     Delta Electronics Inc     198,881    
  266,760     Far Eastern Textile Co Ltd     196,338    
  119,000     Far Eastone Telecommunications Co Ltd     145,610    
  231,000     Formosa Chemicals & Fibre Co     363,158    
  85,452     Formosa Petrochemical Corp     152,500    
  288,850     Formosa Plastics Corp     457,077    
  18,640     High Tech Computer Corp     399,278    
  136,334     Hon Hai Precision Industry Co Ltd     862,076    
  220,604     Lite-On Technology Corp     297,300    
  585,000     Mega Financial Holdings Co Ltd     443,737    
  261,000     Powerchip Semiconductor Corp     158,687    
  151,200     Quanta Computer Inc     230,320    
  93,400     Realtek Semiconductor Corp     102,413    

 

See accompanying notes to the financial statements.

14



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Taiwan — continued  
  206,099     Shin Kong Financial Holdings     178,155    
  156,000     Siliconware Precision Industries Co     197,729    
  396,390     Taishin Financial Holdings Co Ltd     240,824    
  287,000     Taiwan Cellular Corp     264,840    
  687,545     Taiwan Semiconductor Manufacturing Co Ltd     1,273,992    
  5,432     Taiwan Semiconductor Manufacturing Co Ltd ADR     52,853    
  167,159     Wan Hai Lines Ltd     102,702    
      9,104,428    
    Thailand — 0.1%  
  22,000     Bangkok Dusit Medical Service Pcl (Foreign Registered) (a)      13,294    
  107,950     Kasikornbank Pcl NVDR (a)      183,840    
  51,000     Ptt Pcl (Foreign Registered) (a)      324,886    
      522,020    
    Turkey — 0.1%  
  40,928     Akbank TAS     414,310    
    United Kingdom — 20.5%  
  54,716     Alliance & Leicester Plc     1,025,719    
  77,806     Anglo American Plc     2,898,483    
  309,600     AstraZeneca Plc     14,298,202    
  316,479     Aviva Plc     4,378,800    
  274,355     BAE Systems Plc     2,019,549    
  74,552     Barclays Plc     873,228    
  210,891     Barratt Developments Plc     3,820,463    
  226,977     BBA Group Plc     1,065,742    
  68,876     Berkeley Group Holdings Plc *      1,345,509    
  91,471     BG Group Plc     1,071,384    
  138,731     BHP Billiton Plc     2,331,469    
  128,174     Boots Group Plc     1,593,887    
  432,894     BP Plc     4,788,698    
  152,830     British American Tobacco Plc     3,641,184    
  2,022,113     BT Group Plc     7,293,318    

 

See accompanying notes to the financial statements.

15



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United Kingdom — continued  
  271,490     Cadbury Schweppes Plc     2,757,936    
  940,196     Centrica Plc     4,789,270    
  654,853     DSG International Plc     1,974,692    
  100,042     Gallaher Group Plc     1,550,188    
  938,431     GlaxoSmithKline Plc     23,835,225    
  131,350     GUS Plc     2,417,137    
  149,232     Hanson Plc     1,821,800    
  503,763     HBOS Plc     9,381,631    
  164,980     Imperial Tobacco Group Plc     4,961,761    
  26,429     Inchcape Plc     1,115,771    
  323,002     J Sainsbury Plc     1,813,616    
  87,537     Kelda Group Plc     1,222,462    
  402,607     Kingfisher Plc     1,610,307    
  552,310     Lloyds TSB Group Plc     5,365,253    
  92,250     Next Plc     2,668,179    
  312,802     Northern Foods Plc     755,376    
  236,740     Rio Tinto Plc     11,141,494    
  1,126,088     Royal & Sun Alliance Insurance Group     2,567,655    
  213,654     Royal Bank of Scotland Group     7,146,498    
  327,792     Royal Dutch Shell Group Class A     9,882,107    
  97,023     Royal Dutch Shell Plc B Shares     3,050,451    
  153,945     Scottish & Southern Energy Plc     3,100,622    
  206,775     Scottish Power Plc     2,115,145    
  145,230     Tate & Lyle Plc     1,522,858    
  440,156     Taylor Woodrow Plc     3,207,983    
  30,187     Whitbread Plc     560,487    
  347,714     Wimpey (George) Plc     3,371,178    
  81,137     Wolseley Plc     2,012,809    
      170,165,526    
    TOTAL COMMON STOCKS (COST $600,004,261)     797,219,248    

 

See accompanying notes to the financial statements.

16



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    PREFERRED STOCKS — 1.1%  
    Brazil — 0.7%  
  21,700     Banco Bradesco SA 3.66%     895,182    
  18,950     Banco Itau Holding Financeira SA 2.79%     613,075    
  6,477,900     Companhia Energetica de Minas Gerais 4.11%     332,513    
  17,919,400     Companhia Paranaense de Energia 2.89%     196,620    
  9,000     Companhia Vale do Rio Doce Class A 0.36%     383,141    
  9,364,000     Electrobras (Centro) SA Class B 8.09%     205,713    
  4,800     Empresa Brasileira de Aeronautica (Embraer) SA ADR 2.72%     190,800    
  9,900     Gerdau Metalurgica SA 4.62     277,256    
  120,754     Investimentos Itau SA 4.28%     526,006    
  859,307     Net Servicos de Comunicacoa SA *      457,272    
  70,224     Petroleo Brasileiro SA (Petrobras) 0.44%     1,479,879    
      5,557,457    
    Germany — 0.3%  
  7,491     RWE AG 2.70%     589,793    
  20,411     Villeroy & Boch AG (Non Voting) 5.64%     318,569    
  40,841     Volkswagen AG 2.82%     2,104,530    
      3,012,892    
    Italy — 0.1%  
  348,897     Compagnia Assicuratrice Unipol 5.02%     913,527    
    TOTAL PREFERRED STOCKS (COST $4,623,638)     9,483,876    
    DEBT OBLIGATION(S) — 0.1%  
    United States — 0.1%  
  798,113     U.S. Treasury Inflation Indexed Note, 3.88%, due 01/15/09 (b)      844,410    
    TOTAL DEBT OBLIGATION(S) (COST $844,138)     844,410    

 

See accompanying notes to the financial statements.

17



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    SHORT-TERM INVESTMENT(S) — 0.6%  
  4,400,000     Bank of Montreal Time Deposit, 4.64%, due 03/01/06     4,400,000    
  300,000     U.S. Treasury Bill, 4.64%, due 08/24/06 (c) (d)      293,404    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $4,693,371)     4,693,404    
    TOTAL INVESTMENTS — 97.9%
(Cost $610,165,408)
    812,240,938    
    Other Assets and Liabilities (net) — 2.1%     17,341,934    
    TOTAL NET ASSETS — 100.0%   $ 829,582,872    

 

See accompanying notes to the financial statements.

18



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Futures Contracts

Number of
Contracts
  Type   Expiration Date   Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  8     CAC 40   March 2006   $ 477,173     $ 3,888    
  3     DAX   March 2006     518,921       32,401    
  13     FTSE 100   March 2006     1,314,496       19,907    
  2     IBEX 35   March 2006     280,609       7,723    
  9     OMXS 30   March 2006     113,058       (279 )  
  1     S&P/MIB   March 2006     224,788       8,387    
  4     SPI 200   March 2006     365,607       10,678    
  3     TOPIX   March 2006     429,701       21,122    
    $ 103,827    

 

As of February 28, 2006, the Fund has sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Swap Agreements

Total Return Swaps  
Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Net
Unrealized
Appreciation
(Depreciation)
 
  451,825 USD   2/2/2007   Deutsche Bank   1 month LIBOR
+ 0.55%
  Gazprom   $ 2,423    
  372,775 USD   2/2/2007   Deutsche Bank   1 month LIBOR
+ 0.55%
  Gazprom     2,000    
                    $ 4,423    

 

See accompanying notes to the financial statements.

19



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Notes to Schedule of Investments:

144A - Securities exempt from registration under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional investors.

ADR - American Depositary Receipt

Foreign Registered - Shares issued to foreign investors in markets that have foreign ownership limits.

GDR - Global Depository Receipt

*  Non-income producing security.

(a)  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees of GMO Trust (Note 2).

(b)  Indexed security in which price and/or coupon is linked to prices of other securities, securities indices, or other financial indicators (Note 2).

(c)  Rate shown represents yield-to-maturity.

(d)  All or a portion of this security has been segregated to cover collateral requirements on financial futures contracts and open swap contracts (Note 2).

As of February 28, 2006, 92.8% of the Net Assets of the Fund was valued using fair value prices based on tools by a third party vendor (Note 2).

Currency Abbreviations:

USD - United States Dollar

See accompanying notes to the financial statements.

20




GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value (cost $610,165,408) (Note 2)   $ 812,240,938    
Cash     80,587    
Foreign currency, at value (cost $16,094,133) (Note 2)     16,062,807    
Receivable for investments sold     74,657    
Receivable for Fund shares sold     28,754    
Dividends and interest receivable     1,463,629    
Foreign taxes receivable     247,999    
Receivable for open swap contracts (Note 2)     4,423    
Receivable for expenses reimbursed by Manager (Note 3)     59,868    
Total assets     830,263,662    
Liabilities:  
Payable for investments purchased     22,582    
Payable for Fund shares repurchased     10,255    
Payable to affiliate for (Note 3):  
Management fee     342,327    
Shareholder service fee     95,091    
Trustees and Chief Compliance Officer fees     1,123    
Payable for variation margin on open futures contracts (Note 2)     47,455    
Accrued expenses     161,957    
Total liabilities     680,790    
Net assets   $ 829,582,872    
Net assets consist of:  
Paid-in capital   $ 607,556,736    
Distributions in excess of net investment income     (343,423 )  
Accumulated net realized gain     20,213,424    
Net unrealized appreciation     202,156,135    
    $ 829,582,872    
Net assets attributable to:  
Class III shares   $ 829,582,872    
Shares outstanding:  
Class III     45,311,704    
Net asset value per share:  
Class III   $ 18.31    

 

See accompanying notes to the financial statements.

21



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends (net of withholding taxes of $1,595,758)   $ 17,620,965    
Interest     606,777    
Total investment income     18,227,742    
Expenses:  
Management fee (Note 3)     3,524,660    
Shareholder service fee – Class III (Note 3)     979,072    
Custodian and fund accounting agent fees     554,775    
Transfer agent fees     29,119    
Audit and tax fees     55,921    
Legal fees     10,041    
Trustees fees and related expenses (Note 3)     11,973    
Registration fees     18,798    
Miscellaneous     16,728    
Total expenses     5,201,087    
Fees and expenses reimbursed by Manager (Note 3)     (677,234 )  
Net expenses     4,523,853    
Net investment income (loss)     13,703,889    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments (net of CPMF tax of $1,261) (Note 2)     36,102,975    
Closed futures contracts     1,715,877    
Foreign currency, forward contracts and foreign currency related transactions     (1,620,809 )  
Net realized gain (loss)     36,198,043    
Change in net unrealized appreciation (depreciation) on:  
Investments     80,252,435    
Open futures contracts     99,642    
Open swap contracts     4,423    
Foreign currency, forward contracts and foreign currency related transactions     (188,252 )  
Net unrealized gain (loss)     80,168,248    
Net realized and unrealized gain (loss)     116,366,291    
Net increase (decrease) in net assets resulting from operations   $ 130,070,180    

 

See accompanying notes to the financial statements.

22



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 13,703,889     $ 7,528,584    
Net realized gain (loss)     36,198,043       7,597,234    
Change in net unrealized appreciation (depreciation)     80,168,248       78,977,448    
Net increase (decrease) in net assets from operations     130,070,180       94,103,266    
Distributions to shareholders from:  
Net investment income  
Class III     (12,608,317 )     (8,725,523 )  
Net realized gains  
Class III     (11,477,247 )        
      (24,085,564 )     (8,725,523 )  
Net share transactions (Note 7):  
Class III     163,686,368       183,173,856    
Total increase (decrease) in net assets     269,670,984       268,551,599    
Net assets:  
Beginning of period     559,911,888       291,360,289    
End of period (including distributions in excess of net
investment income of $343,423 and $809,833,
respectively)
  $ 829,582,872     $ 559,911,888    

 

See accompanying notes to the financial statements.

23




GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 15.78     $ 13.19     $ 8.73     $ 9.70     $ 10.79    
Income (loss) from investment operations:  
Net investment income (loss)      0.35       0.26       0.21       0.19       0.25    
Net realized and unrealized gain (loss)     2.77       2.61       4.55       (0.90 )     (1.03 )  
Total from investment operations     3.12       2.87       4.76       (0.71 )     (0.78 )  
Less distributions to shareholders:  
From net investment income     (0.31 )     (0.28 )     (0.30 )     (0.26 )     (0.31 )  
From net realized gains     (0.28 )                          
Total distributions     (0.59 )     (0.28 )     (0.30 )     (0.26 )     (0.31 )  
Net asset value, end of period   $ 18.31     $ 15.78     $ 13.19     $ 8.73     $ 9.70    
Total Return(a)      20.04 %     21.94 %     54.99 %     (7.47 )%     (7.16 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 829,583     $ 559,912     $ 291,360     $ 94,709     $ 75,287    
Net expenses to average daily net assets     0.69 %     0.69 %     0.69 %     0.70 %     0.69 %  
Net investment income to average
daily net assets
    2.10 %     1.91 %     1.87 %     1.98 %     2.49 %  
Portfolio turnover rate     39 %     44 %     36 %     48 %     50 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.10 %     0.16 %     0.26 %     0.45 %     0.41 %  

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

24




GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Tax-Managed International Equities Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high after-tax total return primarily through investment in non-U.S. equity securities. The Fund's benchmark is the MSCI EAFE Index (after-tax). The Fund's benchmark is computed by the Manager by applying the maximum historical applicable individual federal tax rate to the MSCI EAFE Index's dividend yield and to its estimated short-term and long-term realized capital gains and losses (arising from changes in the constituents of the MSCI EAFE Index).

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. For other assets, and in cases where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's investments will be valued at "fair value", as determined in good faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close but before the close of the NYSE. As a result, foreign equity securities held

25



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

by the Fund are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. As of February 28, 2006, the Fund did not enter into any forward currency contracts.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with a futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the

26



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. As of February 28, 2006, the Fund did not enter into any purchased option contracts.

27



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Indexed Securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. See the Schedule of Investments for indexed securities held by the Fund as of February 28, 2006.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the

28



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

price of the security or index underlying these transactions. See the Schedule of Investments for a summary of open swap agreements entered into by the Fund as of February 28, 2006.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 28, 2006, the Fund did not participate in securities lending.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary. Taxes on foreign interest and dividend income are generally withheld in accordance with the applicable country's tax treaty with the United States.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Dividends received by shareholders of the Fund which are derived from foreign source income and foreign taxes paid by the Fund may be treated, to the extent allowable under the Code, as if received and paid by the shareholders of the Fund.

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests. The Fund is subject to a Contribuição Provisória sobre Movimentações Financiera ("CPMF") tax which is applied to foreign exchange transactions representing capital inflows or outflows to the Brazilian market. During the year ended February 28, 2006, the Fund incurred $1,261 in CPMF tax which is included in the net realized gain (loss) on investments in the Statement of Operations.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005,

29



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

the tax basis of distributions paid were as follows: ordinary income – $12,608,317 and $8,725,523, respectively and long-term capital gains – $11,477,247 and $0, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $5,020,105 and $17,808,612 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to passive foreign investment company transactions.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 613,122,335     $ 202,405,916     $ (3,287,313 )   $ 199,118,603    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to passive foreign investment company and foreign currency transactions. The financial highlights exclude these adjustments.

Distributions
In Excess of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ (629,162 )   $ 629,162     $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

30



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

Investment risks

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times may be more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.54% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for Class III shares.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and the independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.54% of the average daily net assets.

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $7,218 and $4,324, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $425,610,594 and $246,833,352, respectively.

31



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related parties

As of February 28, 2006, 21.3% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's shares outstanding. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, 2.8% of the Fund's shares were held by five related parties comprised of certain GMO employee accounts, and 0.1% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     11,270,432     $ 188,430,360       14,350,468     $ 197,448,337    
Shares issued to shareholders
in reinvestment of distributions
    924,678       15,871,319       229,800       3,400,258    
Shares repurchased     (2,369,116 )     (40,615,311 )     (1,191,283 )     (17,674,739 )  
Net increase     9,825,994     $ 163,686,368       13,388,985     $ 183,173,856    

 

32




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Tax-Managed International Equities Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Tax-Managed International Equities Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

33



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
  1 ) Actual     0.69 %   $ 1,000.00     $ 1,151.20     $ 3.68    
2) Hypothetical     0.69 %   $ 1,000.00     $ 1,021.37     $ 3.46    

 

*  Expenses are calculated using the Class's annualized net expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

34



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year ended February 28, 2006

The Fund's distributions to shareholders include $11,477,247 from long-term capital gains.

During the year ended February 28, 2006, the Fund paid foreign taxes of $1,595,758 and recognized foreign source income of $19,214,414.

For taxable, non-corporate shareholders, 96.77% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 28, 2006 of $123,069 or if determined to be different, the qualified interest income of such year.

35



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

36



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004) ; and Providence Journal (a newspaper publisher) (December 1986 – December 2003)     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

37



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002;Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

38



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

39




GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the U.S. Quantitative Team at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO U.S. Quality Equity Fund returned +5.3% for the fiscal year ended February 28, 2006, as compared to +8.4% for the S&P 500 Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in U.S. equity securities throughout the period.

The portfolio's underformance for the fiscal year is primarily due to the fact that high quality stocks lagged their low quality stock brethren by a substantial margin. For example, the return of GMO's 200-stock High Quality Universe, from which we make selections for this fund, gained 3.6%, while the universe of very low quality, or 'junk' stocks, returned over 18% for the twelve month period.

At the broad sector level, performance was hindered for the fiscal year. While there were some modest gains made from GMO's underweighting in oil & gas and manufacturing, these gains were negated by the overweighting in retail and autos, along with underweighting financials.

Versus the S&P 500, stock selection was disappointing for the period as well. While selections in health care and retail were very strong, selections in technology wiped out these gains.

The Fund uses one investment tool – price to intrinsic value – to make selections from the quality-only large cap universe.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Performance for Class IV shares may vary due to different fees. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     94.2 %  
Short-Term Investment(s)     5.0    
Futures     0.0    
Other     0.8    
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Health Care     32.6 %  
Retail Stores     24.7    
Utility     15.1    
Food & Beverage     10.1    
Technology     4.2    
Consumer Goods     4.1    
Oil & Gas     4.1    
Automotive     2.1    
Financial     1.8    
Services     1.2    
      100.0 %  

 

1




GMO U.S. Quality Equity Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    COMMON STOCKS — 94.2%  

 

    Automotive — 1.9%  
  28,200     Genuine Parts Co.     1,255,464    
  1,129,600     Harley-Davidson, Inc.     59,315,296    
      60,570,760    
    Consumer Goods — 3.9%  
  573,100     Colgate-Palmolive Co.     31,222,488    
  193,400     Kimberly Clark Corp.     11,445,412    
  258,700     Liz Claiborne, Inc.     9,320,961    
  1,006,800     Procter & Gamble Co.     60,337,524    
  160,100     VF Corp.     8,773,480    
      121,099,865    
    Financial — 1.7%  
  346,100     Brown & Brown, Inc.     10,822,547    
  69,500     Chubb Corp.     6,654,625    
  189,800     First American Corp.     8,001,968    
  34,000     Jefferson Pilot Corp.     2,048,500    
  245,900     Progressive Corp. (The)     26,421,955    
      53,949,595    
    Food & Beverage — 9.6%  
  184,100     Anheuser Busch Cos., Inc.     7,647,514    
  43,700     Brown-Forman Corp.-Class B     3,074,732    
  4,638,500     Coca-Cola Co. (The)     194,677,845    
  153,900     HJ Heinz Co.     5,828,193    
  1,081,000     PepsiCo, Inc.     63,897,910    
  1,258,000     Sara Lee Corp.     22,228,860    
      297,355,054    
    Health Care — 30.7%  
  13,100     Cigna Corp.     1,608,025    
  908,800     Forest Laboratories, Inc. *      41,713,920    

 

See accompanying notes to the financial statements.

2



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Health Care — continued  
  2,632,300     Johnson & Johnson     151,752,095    
  6,000     Lincare Holdings, Inc. *      245,400    
  222,000     McKesson Corp.     12,016,860    
  5,550,100     Merck & Co., Inc.     193,476,486    
  7,773,100     Pfizer, Inc.     203,577,489    
  3,435,000     UnitedHealth Group, Inc.     200,020,050    
  3,022,400     Wyeth     150,515,520    
      954,925,845    
    Oil & Gas — 3.8%  
  2,016,900     Exxon Mobil Corp.     119,743,353    
    Retail Stores — 23.3%  
  9,100     Abercrombie & Fitch Co.-Class A     612,612    
  203,300     Bed Bath & Beyond, Inc. *      7,326,932    
  525,000     Best Buy, Inc.     28,276,500    
  5,040,900     Home Depot, Inc.     212,473,935    
  1,481,000     Kroger Co. *      29,679,240    
  3,125,400     Lowe's Cos., Inc.     213,089,772    
  634,000     Supervalu, Inc.     20,034,400    
  3,354,500     Walgreen Co.     150,482,870    
  1,399,700     Wal-Mart Stores, Inc.     63,490,392    
      725,466,653    
    Services — 1.1%  
  131,000     Darden Restaurants, Inc.     5,494,140    
  580,400     McDonald's Corp.     20,261,764    
  88,700     Moody's Corp.     5,942,900    
  106,100     Starbucks Corp. *      3,853,552    
      35,552,356    
    Technology — 4.0%  
  308,800     Affiliated Computer Services, Inc.-Class A *      19,429,696    
  424,400     Dell, Inc. *      12,307,600    

 

See accompanying notes to the financial statements.

3



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    Technology — continued  
  190,600     First Data Corp.     8,601,778    
  201,100     Fiserv, Inc. *      8,345,650    
  20,300     Intuit, Inc. *      986,174    
  1,609,200     Microsoft Corp.     43,287,480    
  708,300     Pitney Bowes, Inc.     30,272,742    
      123,231,120    
    Utility — 14.2%  
  1,224,400     Alltel Corp.     77,320,860    
  6,602,700     AT&T Inc.     182,168,493    
  1,451,000     BellSouth Corp.     45,822,580    
  4,079,800     Verizon Communications, Inc.     137,489,260    
      442,801,193    
    TOTAL COMMON STOCKS (COST $2,800,225,653)     2,934,695,794    
    SHORT-TERM INVESTMENT(S) — 5.0%  
  148,513,341     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $148,525,758 and an effective yield of
3.01%, collateralized by a U.S. Treasury Bond with a rate of 4.50%,
maturity date of 02/15/36 and a market value, including accrued interest,
of $151,483,608.
    148,513,341    
  6,300,000     U.S. Treasury Bill, 3.81%, due 03/23/06 (a) (b)      6,285,658    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $154,798,999)     154,798,999    
    TOTAL INVESTMENTS — 99.2%
(Cost $2,955,024,652)
    3,089,494,793    
        Other Assets and Liabilities (net) — 0.8%     24,010,094    
    TOTAL NET ASSETS — 100.0%   $ 3,113,504,887    

 

See accompanying notes to the financial statements.

4



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Futures Contracts

Number of
Contracts
  Type   Expiration Date   Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
  Buys                    
  65     S&P 500   March 2006   $ 20,839,000     $ 239,401    

 

As of February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

*  Non-income producing security.

(a)  Rate shown represents yield-to-maturity.

(b)  All or a portion of this security has been segregated to cover margin requirements on open financial futures contracts (Note 2).

See accompanying notes to the financial statements.

5




GMO U.S. Quality Equity Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value (cost $2,955,024,652) (Note 2)   $ 3,089,494,793    
Receivable for investments sold     11,186,589    
Receivable for Fund shares sold     9,000,000    
Dividends and interest receivable     5,736,255    
Receivable for expenses reimbursed by Manager (Note 3)     113,722    
Total assets     3,115,531,359    
Liabilities:  
Payable for Fund shares repurchased     495,902    
Payable to affiliate for (Note 3):  
Management fee     775,057    
Shareholder service fee     285,951    
Trustees and Chief Compliance Officer fees     6,955    
Payable for variation margin on open futures contracts (Note 2)     188,500    
Accrued expenses     274,107    
Total liabilities     2,026,472    
Net assets   $ 3,113,504,887    
Net assets consist of:  
Paid-in capital   $ 2,967,837,222    
Accumulated undistributed net investment income     11,716,758    
Distributions in excess of net realized gain     (758,635 )  
Net unrealized appreciation     134,709,542    
    $ 3,113,504,887    
Net assets attributable to:  
Class III shares   $ 1,108,087,674    
Class IV shares   $ 2,005,417,213    
Shares outstanding:  
Class III     53,245,835    
Class IV     96,312,160    
Net asset value per share:  
Class III   $ 20.81    
Class IV   $ 20.82    

 

See accompanying notes to the financial statements.

6



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends   $ 40,539,090    
Interest     3,368,517    
Total investment income     43,907,607    
Expenses:  
Management fee (Note 3)     7,026,992    
Shareholder service fee – Class III (Note 3)     1,160,240    
Shareholder service fee – Class IV (Note 3)     1,423,693    
Custodian, fund accounting agent and transfer agent fees     253,325    
Audit and tax fees     29,962    
Legal fees     35,365    
Trustees fees and related expenses (Note 3)     36,147    
Registration fees     169,968    
Miscellaneous     37,874    
Total expenses     10,173,566    
Fees and expenses reimbursed by Manager (Note 3)     (504,337 )  
Net expenses     9,669,229    
Net investment income (loss)     34,238,378    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     (1,009,468 )  
Closed futures contracts     3,221,891    
Net realized gain (loss)     2,212,423    
Change in net unrealized appreciation (depreciation) on:  
Investments     119,913,386    
Open futures contracts     182,468    
Net unrealized gain (loss)     120,095,854    
Net realized and unrealized gain (loss)     122,308,277    
Net increase (decrease) in net assets resulting from operations   $ 156,546,655    

 

See accompanying notes to the financial statements.

7



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 34,238,378     $ 14,725,475    
Net realized gain (loss)     2,212,423       762,866    
Change in net unrealized appreciation (depreciation)     120,095,854       15,109,205    
Net increase (decrease) in net assets from operations     156,546,655       30,597,546    
Distributions to shareholders from:  
Net investment income  
Class III     (8,981,477 )     (3,766,730 )  
Class IV     (15,500,649 )     (9,021,810 )  
Total distributions from net investment income     (24,482,126 )     (12,788,540 )  
Net realized gains  
Class III     (1,546,552 )        
Class IV     (2,159,897 )        
Total distributions from net realized gains     (3,706,449 )        
      (28,188,575 )     (12,788,540 )  
Net share transactions (Note 7):  
Class III     593,814,070       437,911,989    
Class IV     988,898,698       789,912,468    
Increase (decrease) in net assets resulting from net share transactions     1,582,712,768       1,227,824,457    
Total increase (decrease) in net assets     1,711,070,848       1,245,633,463    
Net assets:  
Beginning of period     1,402,434,039       156,800,576    
End of period (including accumulated undistributed
net investment income of $11,716,758 and
$1,960,506, respectively)
  $ 3,113,504,887     $ 1,402,434,039    

 

See accompanying notes to the financial statements.

8




GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004(a)   
Net asset value, beginning of period   $ 20.03     $ 19.93     $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)      0.32       0.39       0.01    
Net realized and unrealized gain (loss)     0.72       (0.05 )     (0.08 )  
Total from investment operations     1.04       0.34       (0.07 )  
Less distributions to shareholders:  
From net investment income     (0.22 )     (0.24 )        
From net realized gains     (0.04 )              
Total distributions     (0.26 )     (0.24 )        
Net asset value, end of period   $ 20.81     $ 20.03     $ 19.93    
Total Return(b)      5.28 %     1.72 %     (0.35 )%**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,108,088     $ 463,848     $ 18,966    
Net expenses to average daily net assets     0.48 %     0.48 %     0.47 %*   
Net investment income to average daily net assets     1.58 %     1.98 %     1.22 %*   
Portfolio turnover rate     52 %     66 %     2 %**   
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.02 %     0.04 %     1.59 %*   

 

(a)  Period from February 6, 2004 (commencement of operations) through February 29, 2004.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

9



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class IV share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004(a)   
Net asset value, beginning of period   $ 20.03     $ 19.93     $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)      0.32       0.38       0.01    
Net realized and unrealized gain (loss)     0.74       (0.03 )     (0.08 )  
Total from investment operations     1.06       0.35       (0.07 )  
Less distributions to shareholders:  
From net investment income     (0.23 )     (0.25 )        
From net realized gains     (0.04 )              
Total distributions     (0.27 )     (0.25 )        
Net asset value, end of period   $ 20.82     $ 20.03     $ 19.93    
Total Return(b)      5.37 %     1.75 %     (0.35 )%**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 2,005,417     $ 938,586     $ 137,835    
Net expenses to average daily net assets     0.44 %     0.44 %     0.44 %*   
Net investment income to average daily net assets     1.62 %     1.92 %     0.99 %*   
Portfolio turnover rate     52 %     66 %     2 %**   
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.02 %     0.04 %     1.59 %*   

 

(a)  Period from February 6, 2004 (commencement of operations) through February 29, 2004.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

10




GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO U.S. Quality Equity Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return primarily through investment in U.S. equity securities. The Fund's benchmark is the S&P 500 Index.

Throughout the year ended February 28, 2006, the Fund had two classes of shares outstanding: Class III and Class IV. The principal economic difference between the classes of shares is the level of shareholder service fees borne by the classes. Eligibility for and automatic conversion between the classes of shares is generally based on the total amount of assets invested in the Fund or with GMO, as more fully outlined in the Fund's prospectus.

2.  Significant Accounting Policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument

11



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with a futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements

12



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the price of the security or index underlying these transactions. As of February 28, 2006, the Fund did not enter into any swap agreements.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. See the Schedule of Investments for open repurchase agreements entered into by the Fund as of February 28, 2006.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 28, 2006, the Fund did not participate in securities lending.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, quarterly, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in

13



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $27,076,640 and $12,788,540, respectively and long-term capital gains – $1,111,935 and $0, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $14,340,831 and $848,051 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to losses on wash sale transactions.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:



Aggregate Cost
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net Unrealized
Appreciation
(Depreciation)
 
$ 2,959,016,011     $ 160,662,594     $ (30,183,812 )   $ 130,478,782    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Allocation of operating activity

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. Investment income, common expenses and realized and unrealized gains and losses are allocated pro rata between the classes of shares of the Fund based on the relative net assets of each class. Shareholder service fees, which are directly attributable to a class of shares, are charged to that class's operations.

14



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.33% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets of each class at the annual rate of 0.15% for Class III shares and 0.105% for Class IV shares.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.33% of the average daily net assets.

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $22,759 and $16,542, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $2,494,902,630 and $1,042,253,328, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholder and related parties

As of February 28, 2006, 22.4% of the outstanding shares of the Fund were held by one shareholder. Investment activities of this shareholder may have a material effect on the Fund.

15



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, 0.2% of the Fund's shares were held by nine related parties, comprised of certain GMO employee accounts, and 56.2% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     43,846,709     $ 874,138,746       23,897,887     $ 471,705,564    
Shares issued to shareholders
in reinvestment of distributions
    457,932       9,093,758       140,086       2,814,184    
Shares repurchased     (14,220,768 )     (289,418,434 )     (1,827,592 )     (36,607,759 )  
Net increase (decrease)     30,083,873     $ 593,814,070       22,210,381     $ 437,911,989    
    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     49,970,954     $ 999,519,390       39,507,112     $ 781,349,114    
Shares issued to shareholders
in reinvestment of distributions
    843,645       16,747,719       449,463       9,021,810    
Shares repurchased     (1,350,936 )     (27,368,411 )     (23,078 )     (458,456 )  
Net increase (decrease)     49,463,663     $ 988,898,698       39,933,497     $ 789,912,468    

 

16




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO U.S. Quality Equity Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO U.S. Quality Equity Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

17



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual Expenses

The first line of the table for each class 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.48 %   $ 1,000.00     $ 1,053.00     $ 2.44    
2) Hypothetical     0.48 %   $ 1,000.00     $ 1,022.41     $ 2.41    
Class IV  
1) Actual     0.44 %   $ 1,000.00     $ 1,053.20     $ 2.24    
2) Hypothetical     0.44 %   $ 1,000.00     $ 1,022.61     $ 2.21    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

18



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $1,111,935 from long-term capital gains.

For taxable, non-corporate shareholders, 94.27% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 99.69% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 28, 2006 of $1,512,156 or if determined to be different, the qualified interest income of such year.

19



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W. Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

20



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston,
MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston,
MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003)     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

21



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002;Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

22



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

23




GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the U.S. Quantitative team at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Tobacco-Free Core Fund returned +5.4% for the fiscal year ended February 28, 2006, as compared to +8.4% for the S&P 500. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in U.S. equity securities throughout the period.

Sector selection detracted from the portfolio's relative performance for the fiscal year. Underweight positions in manufacturing and services, and an overweight position in utility provided the bulk of positive performance. Meanwhile, an overweight position in automotive proved costly.

The portfolio's underperformance for the period is primarily attributed to stock selection, and, more specifically, picks made among technology issues. Some positive performance came from selections made in health care and retail store securities.

For the year, the portfolio's valuation stock selection strategies detracted from overall performance, while price momentum provided a positive impact for the period.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Performance for Class IV shares will vary due to different fees. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     97.0 %  
Short-Term Investment(s)     11.6    
Futures     0.0    
Other     (8.6 )  
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Health Care     23.0 %  
Financial     16.7    
Technology     15.4    
Retail Stores     14.0    
Utility     9.6    
Oil & Gas     5.7    
Services     3.1    
Food & Beverage     2.7    
Construction     2.5    
Consumer Goods     2.3    
Automotive     2.0    
Machinery     1.3    
Transportation     1.1    
Manufacturing     0.4    
Primary Process Industry     0.2    
      100.0 %  

 

1




GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    COMMON STOCKS — 97.0%  
    Automotive — 2.0%  
  225,093     Ford Motor Co. (a)      1,793,991    
  10,313     General Motors Corp. (a)      209,457    
  3,500     Genuine Parts Co.     155,820    
  50,400     Harley-Davidson, Inc. (a)      2,646,504    
  22,800     Johnson Controls, Inc.     1,624,956    
  12,800     Paccar, Inc.     894,336    
      7,325,064    
    Construction — 2.4%  
  26,000     Centex Corp.     1,757,860    
  45,000     D.R. Horton, Inc.     1,534,950    
  5,200     Fluor Corp.     448,760    
  24,400     KB Home     1,635,532    
  23,200     Lennar Corp.-Class A     1,388,752    
  300     NVR, Inc. * (a)      225,900    
  39,200     Pulte Homes, Inc.     1,505,672    
  3,300     Ryland Group, Inc.     230,175    
  2,100     Vulcan Materials Co.     165,900    
      8,893,501    
    Consumer Goods — 2.3%  
  3,000     Black & Decker Corp.     256,740    
  12,900     Colgate-Palmolive Co.     702,792    
  70,300     Eastman Kodak Co. (a)      1,971,915    
  25,700     Jones Apparel Group, Inc.     743,244    
  30,000     Liz Claiborne, Inc. (a)      1,080,900    
  15,700     Mattel Co.     264,545    
  19,500     Mohawk Industries, Inc. *      1,686,945    
  6,200     Newell Rubbermaid, Inc.     154,194    
  17,400     Whirlpool Corp.     1,562,346    
      8,423,621    

 

See accompanying notes to the financial statements.

2



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Financial — 16.2%  
  89,100     Aflac, Inc.     4,120,875    
  10,000     Allstate Corp. (The)     547,800    
  25,100     AMBAC Financial Group, Inc.     1,886,265    
  66,800     American International Group, Inc.     4,432,848    
  18,800     AON Corp.     744,668    
  70,188     Bank of America Corp.     3,218,120    
  4,500     BB&T Corp.     177,885    
  138,600     Charles Schwab Corp. (The)     2,246,706    
  9,600     Chubb Corp.     919,200    
  58,700     Citigroup, Inc.     2,721,919    
  11,900     Comerica, Inc. (a)      682,108    
  8,000     E*Trade Financial Corp. *      204,640    
  10,800     Equifax, Inc.     395,712    
  131,000     Fannie Mae     7,163,080    
  45,655     Fidelity National Financial, Inc.     1,723,933    
  3,100     First American Corp.     130,696    
  4,800     First Horizon National Corp.     187,728    
  19,200     Franklin Resources, Inc.     1,971,456    
  25,700     Freddie Mac     1,731,923    
  6,700     Goldman Sachs Group, Inc.     946,643    
  9,200     Hartford Financial Services Group, Inc.     757,896    
  8,700     Legg Mason, Inc.     1,136,133    
  15,300     Lehman Brothers Holdings, Inc.     2,233,035    
  22,400     Lincoln National Corp.     1,271,648    
  24,100     Marsh & McLennan Cos., Inc.     744,931    
  2,400     MBIA, Inc. (a)      140,976    
  17,700     Metlife, Inc. (a)      887,124    
  25,100     MGIC Investment Corp.     1,600,125    
  38,600     National City Corp. (a)      1,343,280    
  37,125     Old Republic International Corp.     790,391    
  8,500     PMI Group (The), Inc. (a)      368,050    
  6,200     PNC Financial Services Group, Inc.     436,170    
  4,300     Principal Financial Group     209,496    
  14,200     Progressive Corp. (The)     1,525,790    

 

See accompanying notes to the financial statements.

3



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Financial — continued  
  14,500     Prudential Financial, Inc.     1,117,080    
  10,100     Radian Group, Inc.     573,175    
  31,100     St. Paul Travelers Cos. (The), Inc. (a)      1,336,678    
  13,000     State Street Corp.     812,240    
  22,600     TD Ameritrade Holding Corp.     491,776    
  19,800     Torchmark Corp.     1,082,466    
  62,600     UnumProvident Corp. (a)      1,295,194    
  4,100     Wachovia Corp.     229,887    
  97,166     Washington Mutual, Inc.     4,148,988    
      60,686,734    
    Food & Beverage — 2.6%  
  22,700     Archer-Daniels-Midland Co.     720,044    
  116,400     Coca-Cola Co. (The)     4,885,308    
  12,100     Dean Foods Co. *      453,387    
  2,900     General Mills Co.     142,825    
  23,500     PepsiCo, Inc.     1,389,085    
  88,100     Sara Lee Corp.     1,556,727    
  56,300     Tyson Foods, Inc.-Class A     761,739    
      9,909,115    
    Health Care — 22.3%  
  63,000     Abbott Laboratories     2,783,340    
  53,000     Aetna, Inc.     2,703,000    
  3,600     Allergan, Inc.     389,736    
  44,800     AmerisourceBergen Corp.     2,060,352    
  2,000     Amgen, Inc. *      150,980    
  4,800     Barr Pharmaceuticals, Inc. *      322,464    
  67,200     Bristol-Myers Squibb Co.     1,552,320    
  24,600     Cardinal Health, Inc. (a)      1,785,960    
  25,400     Cigna Corp.     3,117,850    
  600     DENTSPLY International, Inc.     34,194    
  23,000     Express Scripts, Inc. *      2,007,210    
  40,600     Forest Laboratories, Inc. * (a)     1,863,540    

 

See accompanying notes to the financial statements.

4



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Health Care — continued  
  24,800     Genentech, Inc. *      2,125,112    
  30,100     HCA, Inc.     1,441,790    
  8,800     Health Net, Inc. *      421,960    
  12,900     Humana, Inc. *      666,543    
  180,420     Johnson & Johnson     10,401,213    
  32,200     Lincare Holdings, Inc. *      1,316,980    
  88,000     McKesson Corp.     4,763,440    
  17,400     Medco Health Solutions, Inc. *      969,528    
  25,000     Medtronic, Inc.     1,348,750    
  239,600     Merck & Co., Inc.     8,352,456    
  577,390     Pfizer, Inc.     15,121,844    
  13,100     Stryker Corp.     605,482    
  8,800     Tenet Healthcare Corp. *      69,432    
  216,224     UnitedHealth Group, Inc.     12,590,724    
  22,362     WellPoint, Inc. *      1,717,178    
  53,300     Wyeth     2,654,340    
      83,337,718    
    Machinery — 1.2%  
  7,200     Baker Hughes, Inc.     489,384    
  3,500     BJ Services Co.     109,585    
  50,300     Caterpillar, Inc.     3,675,924    
  3,600     Halliburton Co.     244,800    
      4,519,693    
    Manufacturing — 0.3%  
  6,000     ITT Industries, Inc.     315,000    
  3,500     Textron, Inc.     308,385    
  11,900     United Technologies Corp.     696,150    
      1,319,535    
    Oil & Gas — 5.5%  
  1,400     Amerada Hess Corp. (a)      193,634    
  13,300     Anadarko Petroleum Corp.     1,318,828    

 

See accompanying notes to the financial statements.

5



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Oil & Gas — continued  
  7,000     Apache Corp.     468,440    
  24,100     Burlington Resources, Inc.     2,173,338    
  74,266     ConocoPhillips     4,527,255    
  22,900     Devon Energy Corp.     1,342,627    
  87,200     Exxon Mobil Corp.     5,177,064    
  14,000     Marathon Oil Corp.     988,400    
  35,600     Occidental Petroleum Corp.     3,258,824    
  12,700     Patterson-UTI Energy, Inc.     349,885    
  10,200     Sunoco, Inc. (a)      755,820    
      20,554,115    
    Primary Process Industry — 0.2%  
  12,600     Air Products & Chemicals, Inc.     808,416    
    Retail Stores — 13.6%  
  5,000     Abercrombie & Fitch Co.-Class A     336,600    
  10,800     Advance Auto Parts *      446,580    
  36,076     Albertson's, Inc.     917,774    
  35,900     Autonation, Inc. * (a)     750,669    
  4,600     Autozone, Inc. *      444,728    
  56,100     Bed Bath & Beyond, Inc. *      2,021,844    
  2,900     Best Buy, Inc.     156,194    
  20,400     Chico's FAS, Inc. *      959,820    
  13,100     CVS Corp.     371,123    
  10,600     Dollar General Corp.     184,652    
  19,500     Federated Department Stores, Inc.     1,385,280    
  324,600     Home Depot, Inc.     13,681,890    
  111,500     Kroger Co. *      2,234,460    
  137,900     Lowe's Cos., Inc. (a)      9,402,022    
  20,700     Nordstrom, Inc.     786,600    
  28,400     Office Depot, Inc. *      1,013,312    
  13,200     Ross Stores, Inc.     373,824    
  102,000     Safeway, Inc. (a)      2,479,620    
  27,700     Supervalu, Inc.     875,320    

 

See accompanying notes to the financial statements.

6



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Retail Stores — continued  
  6,600     Target Corp.     359,040    
  8,800     Tiffany & Co.     326,744    
  40,700     TJX Cos., Inc.     996,743    
  113,000     Walgreen Co.     5,069,180    
  114,100     Wal-Mart Stores, Inc.     5,175,576    
  2,000     Whole Foods Market, Inc.     127,760    
      50,877,355    
    Services — 3.0%  
  33,000     Darden Restaurants, Inc.     1,384,020    
  9,000     Gannett Co., Inc. (a)      559,440    
  33,500     Marriott International, Inc.-Class A     2,291,400    
  16,500     McDonald's Corp.     576,015    
  24,100     MGM Mirage *      890,977    
  6,300     Moody's Corp.     422,100    
  19,000     Omnicom Group     1,516,580    
  1,900     Outback Steakhouse, Inc.     79,439    
  25,100     Sysco Corp.     755,259    
  2,900     Weight Watchers International, Inc. * (a)     152,163    
  20,900     Wendy's International, Inc.     1,210,110    
  25,800     Yum! Brands, Inc. (a)      1,230,660    
      11,068,163    
    Technology — 15.0%  
  62,500     Adobe Systems, Inc.     2,413,750    
  5,400     Affiliated Computer Services, Inc.-Class A * (a)     339,768    
  10,500     Agilent Technologies, Inc. *      378,000    
  24,900     American Power Conversion Corp.     508,707    
  7,000     Applera Corp.-Applied Biosystems Group     197,890    
  7,100     Autodesk, Inc.     267,315    
  6,400     BMC Software, Inc. *      139,968    
  11,500     Boeing Co.     835,935    
  8,700     Broadcom Corp.-Class A *      392,283    
  73,300     Corning, Inc. *      1,789,253    

 

See accompanying notes to the financial statements.

7



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Technology — continued  
  226,200     Dell, Inc. *      6,559,800    
  4,300     Diebold, Inc.     172,000    
  2,600     DST Systems, Inc. *      146,198    
  72,200     EMC Corp. *      1,012,244    
  4,600     Emerson Electric Co.     376,326    
  66,400     First Data Corp.     2,996,632    
  3,400     General Dynamics Corp.     419,118    
  11,200     Goodrich Corp.     468,608    
  3,800     Google, Inc.-Class A *      1,377,956    
  309,300     Hewlett-Packard Co.     10,148,133    
  440,000     Intel Corp.     9,064,000    
  12,100     Intuit, Inc. *      587,818    
  4,900     Jabil Circuit, Inc. *      185,465    
  16,600     Lexmark International, Inc. *      781,694    
  35,100     Lockheed Martin Corp.     2,557,737    
  3,900     Microchip Technology, Inc.     137,280    
  83,700     Motorola, Inc.     1,791,180    
  5,300     National Semiconductor Corp.     148,665    
  2,300     Northrop Grumman Corp.     147,430    
  12,400     Nvidia Corp. * (a)     584,412    
  123,500     Oracle Corp. *      1,533,870    
  3,900     Paychex, Inc.     156,195    
  20,100     Qualcomm, Inc.     948,921    
  22,200     Rockwell Automation, Inc.     1,513,374    
  7,700     Rockwell Collins, Inc.     409,255    
  134,800     Texas Instruments, Inc.     4,023,780    
  5,900     W.W. Grainger, Inc.     436,836    
      55,947,796    
    Transportation — 1.1%  
  31,400     Burlington Northern Santa Fe Corp.     2,469,296    
  6,200     C.H. Robinson Worldwide, Inc.     277,884    
  13,600     JB Hunt Transport Services, Inc. (a)      321,776    
  10,400     Union Pacific Corp.     920,920    
      3,989,876    

 

See accompanying notes to the financial statements.

8



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares/
Par Value ($)
  Description   Value ($)  
    Utility — 9.3%  
  28,800     AES Corp. (The) *      498,240    
  14,500     Alltel Corp.     915,675    
  21,200     American Electric Power Co., Inc.     773,800    
  361,187     AT&T, Inc.     9,965,149    
  107,300     BellSouth Corp.     3,388,534    
  19,500     Centerpoint Energy, Inc.     252,915    
  13,800     Constellation Energy Group, Inc.     810,612    
  12,600     Duke Energy Corp.     357,840    
  19,000     Edison International     842,840    
  36,600     El Paso Corp.     478,728    
  4,700     Entergy Corp.     340,797    
  39,400     Exelon Corp.     2,250,134    
  11,700     FirstEnergy Corp.     597,636    
  7,800     FPL Group, Inc.     327,054    
  16,400     Kinder Morgan, Inc.     1,521,592    
  18,100     Nextel Partners, Inc.-Class A *      507,886    
  7,900     Public Service Enterprise Group, Inc.     548,181    
  6,800     Questar Corp.     498,100    
  11,400     TXU Corp.     597,246    
  275,284     Verizon Communications, Inc.     9,277,071    
      34,750,030    
    TOTAL COMMON STOCKS (COST $335,683,565)     362,410,732    
    SHORT-TERM INVESTMENT(S) — 11.6%  
  1,103,345     American Beacon Money Market Select Fund (b)      1,103,345    
  3,585,870     BGI Institutional Money Market Fund (b)      3,585,870    
  9,393,827     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $9,394,613 and an effective yield of
3.01%, collateralized by U.S. Treasury Bonds with a rate of 4.50%,
maturity date of 02/15/36 and a market value, with accrued interest,
of $9,581,704.
    9,393,827    

 

See accompanying notes to the financial statements.

9



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares/
Par Value ($)
  Description   Value ($)  
    SHORT-TERM INVESTMENT(S) — continued  
  1,655,017     Fortis Bank Eurodollar Term Fixed Rate Yankee Certificate of Deposit,
4.53%, due 03/23/06 (b) 
    1,655,017    
  5,516,724     Goldman Sachs Group Inc. Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $5,517,429 and an effective yield of
4.60%, collateralized by various corporate debt obligations with an
aggregate market value of $5,627,058. (b) 
    5,516,724    
  4,965,051     Merrill Lynch & Co. Tri Party Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $4,965,679 and an effective yield of
4.55%, collateralized by various U.S. government obligations with an
aggregate market value of $5,093,460. (b) 
    4,965,051    
  1,103,345     Merrimac Cash Series - Premium Class (b)      1,103,345    
  4,023,028     Morgan Stanley & Co. Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $4,023,537 and an effective yield of
4.55%, collateralized by various U.S. government obligations with an
aggregate market value of $4,103,513. (b) 
    4,023,028    
  3,310,034     National Australia Bank Eurodollar Overnight Time Deposit, 4.56%, due
03/01/06 (b) 
    3,310,034    
  2,206,689     Rabobank Nederland Eurodollar Overnight Time Deposit, 4.52%, due
03/01/06 (b) 
    2,206,689    
  1,655,017     Royal Bank of Scotland Eurodollar Term Fixed Rate Yankee Certificate of
Deposit, 4.55%, due 03/31/06 (b) 
    1,655,017    
  3,391,617     Svenska Handlesbanken Eurodollar Overnight Time Deposit, 4.57%,
due 03/01/06 (b) 
    3,391,617    
  1,500,000     U.S. Treasury Bill, 3.81%, due 03/23/06 (c) (d)      1,496,622    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $43,406,186)     43,406,186    
    TOTAL INVESTMENTS — 108.6%
(Cost $379,089,751)
    405,816,918    
        Other Assets and Liabilities (net) — (8.6%)     (32,095,458 )  
    TOTAL NET ASSETS — 100.0%   $ 373,721,460    

 

See accompanying notes to the financial statements.

10



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Futures Contracts

Number of
Contracts
  Type   Expiration Date   Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
  Buys                    
  17     S&P 500   March 2006   $ 5,450,200     $ 38,215    

 

As of February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

*  Non-income producing security.

(a)  All or a portion of this security is out on loan (Note 2).

(b)  All or a portion of this security represents investment of security lending collateral (Note 2).

(c)  Rate shown represents yield-to-maturity.

(d)  All or a portion of this security has been segregated to cover margin requirements on open financial futures contracts (Note 2).

See accompanying notes to the financial statements.

11




GMO Tobacco-Free Core Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value, including securities on loan of $31,027,326
(cost $379,089,751) (Note 2)
  $ 405,816,918    
Cash     125,515    
Dividends and interest receivable     527,180    
Receivable for expenses reimbursed by Manager (Note 3)     11,142    
Total assets     406,480,755    
Liabilities:  
Collateral on securities loaned (Note 2)     32,515,737    
Payable for Fund shares repurchased     11,630    
Payable to affiliate for (Note 3):  
Management fee     94,494    
Shareholder service fee     37,814    
Trustees and Chief Compliance Officer fees     456    
Payable for variation margin on open futures contracts (Note 2)     49,300    
Accrued expenses     49,864    
Total liabilities     32,759,295    
Net assets   $ 373,721,460    
Net assets consist of:  
Paid-in capital   $ 359,826,006    
Accumulated undistributed net investment income     2,430,916    
Accumulated net realized loss     (15,300,844 )  
Net unrealized appreciation     26,765,382    
    $ 373,721,460    
Net assets attributable to:  
Class III shares   $ 224,097,066    
Class IV shares   $ 149,624,394    
Shares outstanding:  
Class III     18,001,266    
Class IV     12,012,033    
Net asset value per share:  
Class III   $ 12.45    
Class IV   $ 12.46    

 

See accompanying notes to the financial statements.

12



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends   $ 7,541,438    
Interest (including securities lending income of $44,585)     289,428    
Total investment income     7,830,866    
Expenses:  
Management fee (Note 3)     1,193,570    
Shareholder service fee – Class III (Note 3)     328,535    
Shareholder service fee – Class IV (Note 3)     149,797    
Custodian, fund accounting agent and transfer agent fees     83,836    
Audit and tax fees     47,801    
Legal fees     7,826    
Trustees fees and related expenses (Note 3)     7,413    
Registration fees     3,896    
Miscellaneous     9,306    
Total expenses     1,831,980    
Fees and expenses reimbursed by Manager (Note 3)     (149,075 )  
Net expenses     1,682,905    
Net investment income (loss)     6,147,961    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     20,095,010    
Closed futures contracts     109,830    
Net realized gain (loss)     20,204,840    
Change in net unrealized appreciation (depreciation) on:  
Investments     (7,011,960 )  
Open futures contracts     (26,757 )  
Net unrealized gain (loss)     (7,038,717 )  
Net realized and unrealized gain (loss)     13,166,123    
Net increase (decrease) in net assets resulting from operations   $ 19,314,084    

 

See accompanying notes to the financial statements.

13



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 6,147,961     $ 5,723,625    
Net realized gain (loss)     20,204,840       37,458,622    
Change in net unrealized appreciation (depreciation)     (7,038,717 )     (26,591,641 )  
Net increase (decrease) in net assets from operations     19,314,084       16,590,606    
Distributions to shareholders from:  
Net investment income  
Class III     (2,769,665 )     (3,121,454 )  
Class IV     (1,840,585 )     (2,764,012 )  
Total distributions from net investment income     (4,610,250 )     (5,885,466 )  
Net realized gains  
Class III     (4,972,971 )     (961,765 )  
Class IV     (3,238,317 )     (620,323 )  
Total distributions from net realized gains     (8,211,288 )     (1,582,088 )  
      (12,821,538 )     (7,467,554 )  
Net share transactions (Note 7):  
Class III     (1,410,664 )     24,518,394    
Class IV     5,078,901       (252,904,685 )  
Increase (decrease) in net assets resulting from net share transactions     3,668,237       (228,386,291 )  
Total increase (decrease) in net assets     10,160,783       (219,263,239 )  
Net assets:  
Beginning of period     363,560,677       582,823,916    
End of period (including accumulated undistributed net
investment income of $2,430,916 and $918,893,
respectively)
  $ 373,721,460     $ 363,560,677    

 

See accompanying notes to the financial statements.

14




GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 12.24     $ 11.76     $ 8.69     $ 11.23     $ 12.29    
Income (loss) from investment operations:  
Net investment income (loss)      0.20       0.17       0.13       0.12       0.15    
Net realized and unrealized gain (loss)     0.44       0.54       3.07       (2.55 )     (1.07 )  
Total from investment operations     0.64       0.71       3.20       (2.43 )     (0.92 )  
Less distributions to shareholders:  
From net investment income     (0.15 )     (0.18 )     (0.13 )     (0.11 )     (0.14 )  
From net realized gains     (0.28 )     (0.05 )                    
Total distributions     (0.43 )     (0.23 )     (0.13 )     (0.11 )     (0.14 )  
Net asset value, end of period   $ 12.45     $ 12.24     $ 11.76     $ 8.69     $ 11.23    
Total Return(a)      5.40 %     6.16 %     37.06 %     (21.69 )%     (7.53 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 224,097     $ 221,661     $ 188,370     $ 163,025     $ 133,203    
Net expenses to average daily net assets     0.48 %     0.48 %     0.48 %     0.48 %     0.48 %  
Net investment income to average daily
net assets
    1.68 %     1.43 %     1.26 %     1.26 %     1.24 %  
Portfolio turnover rate     63 %     68 %     63 %     62 %     85 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.04 %     0.04 %     0.04 %     0.04 %     0.03 %  

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

15



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Financial Highlights — (Continued)
(For a Class IV share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002(a)   
Net asset value, beginning of period   $ 12.25     $ 11.76     $ 8.69     $ 11.23     $ 12.32    
Income (loss) from investment operations:  
Net investment income (loss)      0.21       0.16       0.13       0.13       0.10    
Net realized and unrealized gain (loss)     0.44       0.56       3.07       (2.55 )     (1.08 )  
Total from investment operations     0.65       0.72       3.20       (2.42 )     (0.98 )  
Less distributions to shareholders:  
From net investment income     (0.16 )     (0.18 )     (0.13 )     (0.12 )     (0.11 )  
From net realized gains     (0.28 )     (0.05 )                    
Total distributions     (0.44 )     (0.23 )     (0.13 )     (0.12 )     (0.11 )  
Net asset value, end of period   $ 12.46     $ 12.25     $ 11.76     $ 8.69     $ 11.23    
Total Return(b)      5.44 %     6.25 %     37.12 %     (21.65 )%     (8.00 )%**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 149,624     $ 141,900     $ 394,454     $ 308,001     $ 248,095    
Net expenses to average daily net assets     0.44 %     0.44 %     0.44 %     0.44 %     0.44 %*   
Net investment income to average daily
net assets
    1.72 %     1.37 %     1.31 %     1.35 %     1.37 %*   
Portfolio turnover rate     63 %     68 %     63 %     62 %     85 %††  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.04 %     0.04 %     0.04 %     0.04 %     0.04 %*   

 

(a)  Period from July 2, 2001 (commencement of operations) through February 28, 2002.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

†  Calculated using average shares outstanding throughout the period.

††  Calculation represents portfolio turnover of the Fund for the year ended February 28, 2002.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

16




GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Tobacco-Free Core Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return. The Fund seeks to achieve this objective primarily through investment in U.S. equity securities, excluding those companies that are tobacco-producing issuers (as listed within the Tobacco Producing Issuer industry classification maintained by Ford Investor Services). The Fund's benchmark is the S&P 500 Index.

Throughout the year ended February 28, 2006, the Fund offered two classes of shares: Class III and Class IV. The principal economic difference between the classes of shares is the level of shareholder service fees borne by the classes. Eligibility for and automatic conversion between the various classes of shares is generally based on the total amount of assets invested in the Fund and with GMO, as more fully outlined in the Fund's prospectus.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction.

17



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with a futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based

18



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the price of the security or index underlying these transactions. As of February 28, 2006, the Fund did not enter into any swap agreements.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. See the Schedule of Investments for open repurchase agreements entered into by the Fund as of February 28, 2006.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. As of February 28, 2006, the Fund had loaned securities having a market value of $31,027,326, collateralized by cash in the amount of $32,515,737, which was invested in short-term instruments.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

19



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

The Fund's policy is to declare and pay distributions from net investment income, if any, quarterly, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $11,064,022 and $5,885,466, respectively and long-term capital gains – $1,757,516 and $1,582,088, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $2,430,917 of undistributed ordinary income.

As of February 28, 2006, the Fund had capital loss carryforwards available to offset future capital gains, if any, to the extent permitted by the Code, of $11,651,632 expiring in 2011. Utilization of the capital loss carryforwards above could be subject to limitations imposed by the Code related to share ownership activity.

As of February 28, 2006, the Fund elected to defer to March 1, 2006 post-October capital losses of $706,692.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 381,994,056     $ 37,718,678     $ (13,895,816 )   $ 23,822,862    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to certain differences in the computation of distributable income and capital gains under U.S. federal tax rules versus U.S. GAAP. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ (25,688 )   $ 25,688     $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

20



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Allocation of operating activity

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. Investment income, common expenses and realized and unrealized gains and losses are allocated pro rata between the classes of shares of the Fund based on the relative net assets of each class. Shareholder service fees, which are directly attributable to a class of shares, are charged to that class's operations.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.33% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets of each class at the annual rate of 0.15% for Class III shares and 0.105% for Class IV shares.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.33% of the average daily net assets.

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $3,945 and $2,250, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $221,986,745 and $225,897,347, respectively.

21



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders

As of February 28, 2006, 53.8% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, 0.9% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     777,388     $ 9,327,972       2,042,934     $ 23,836,926    
Shares issued to shareholders
in reinvestment of distributions
    583,997       6,995,119       291,187       3,423,015    
Shares repurchased     (1,470,266 )     (17,733,755 )     (237,049 )     (2,741,547 )  
Net increase (decrease)     (108,881 )   $ (1,410,664 )     2,097,072     $ 24,518,394    

 

22



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold         $           $    
Shares issued to shareholders
in reinvestment of distributions
    423,945       5,078,901       288,504       3,384,335    
Shares repurchased                 (22,237,483 )     (256,289,020 )  
Net increase (decrease)     423,945     $ 5,078,901       (21,948,979 )   $ (252,904,685 )  

 

23




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Tobacco-Free Core Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Tobacco-Free Core Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

24



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual Expenses

The first line of the table for each class 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.48 %   $ 1,000.00     $ 1,051.60     $ 2.44    
2) Hypothetical     0.48 %   $ 1,000.00     $ 1,022.41     $ 2.41    
Class IV  
1) Actual     0.44 %   $ 1,000.00     $ 1,051.60     $ 2.24    
2) Hypothetical     0.44 %   $ 1,000.00     $ 1,022.61     $ 2.21    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

25



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $1,757,516 from long-term capital gains.

For taxable, non-corporate shareholders, 43.88% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 73.92% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income and qualified short-term captial gains with respect to its taxable year ended February 28, 2006, $540,479 and $0, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

26



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005) ; Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

27



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004) ; and Providence Journal (a newspaper publisher) (December 1986 – December 2003)     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

28



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002;Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo,
Van Otterloo & Co. LLC.
 
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo,
Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

29



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003– present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer,October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo,
Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).
 
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

30




GMO Taiwan Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.




GMO Taiwan Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Emerging Markets Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Taiwan Fund returned +9.1% for the fiscal year ended February 28, 2006, as compared to +6.2% for the MSCI Taiwan Index. Consistent with the Fund's investment objectives and policies, throughout the period the Fund was invested substantially in emerging market equities tied economically to Taiwan.

Good stock selection in the information technology sector accounted for the outperformance. Stock selection in the financial and industrial sectors detracted from performance.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Each performance figure assumes a purchase at the beginning and a redemption at the end of the stated period and reflects a transaction fee of .15% on the purchase and .45% on the redemption. Transaction fees are retained by the Fund to cover trading costs. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted.



GMO Taiwan Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     98.3 %  
Rights and Warrants     0.0    
Short-Term Investment(s)     1.5    
Other     0.2    
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Information Technology     62.7 %  
Materials     11.5    
Financials     10.4    
Telecommunication Services     5.7    
Industrials     5.0    
Consumer Discretionary     3.1    
Energy     1.4    
Consumer Staples     0.2    
      100.0 %  

 

1




GMO Taiwan Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    COMMON STOCKS — 98.3%  
    Taiwan — 98.3%  
  1,010,000     Accton Technology Corp *     529,867    
  4,518,746     Acer Inc     9,998,668    
  2,358,000     Arima Computer Corp *     539,294    
  3,055,761     Asia Cement Corp     2,015,255    
  67,385     Asia Optical Co Inc     300,377    
  10,016,490     Asustek Computer Inc     28,229,121    
  3,000,450     AU Optronics Corp     4,793,887    
  61,000     Catcher Technology Co     477,579    
  2,846,180     Cheng Loong Corp     887,538    
  7,702,000     China Bills Finance Corp     2,510,315    
  16,858,037     China Development Financial Holding Corp *     6,454,840    
  969,000     China Manmade Fibers *     239,042    
  2,246,677     Chinatrust Financial Holding Co     1,884,452    
  1,850,770     Chung Hung Steel Corp     597,188    
  1,389,200     Chung HWA Pulp Corp     515,687    
  1,223,000     Chunghwa Picture Tubes Ltd     317,602    
  4,581,000     Chunghwa Telecom Co Ltd     8,339,946    
  5,300     Chunghwa Telecom Co Ltd ADR     100,170    
  1,981,122     Compal Electronics Inc     1,842,757    
  1,264,000     Compeq Manufacturing Co Ltd *     569,099    
  890,000     Continental Engineering Corp     375,094    
  378,000     Coretronic Corp     696,581    
  2,965,203     Delta Electronics Inc     7,058,555    
  634,000     Elitegroup Computer Systems *     402,055    
  3,000,500     Evergreen Marine Corp     1,942,519    
  3,570,772     Far Eastern International Bank     1,558,813    
  4,108,573     Far Eastern Textile Co Ltd     3,023,952    
  1,053,000     Far Eastone Telecommunications Co Ltd     1,288,469    
  4,782,750     Federal Corp     2,031,348    
  4,576,592     Formosa Chemicals & Fibre Co     7,194,926    
  2,238,755     Formosa Petrochemical Corp     3,995,354    
  6,113,917     Formosa Plastics Corp     9,674,687    

 

See accompanying notes to the financial statements.

2



GMO Taiwan Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
  3,213,000     Formosa Taffeta Co Ltd     1,654,348    
  147,000     Foxconn Technology Co Ltd     712,375    
  2,328,000     Fubon Financial Holding Co Ltd     2,079,622    
  108,000     Giant Manufacturing Inc     201,951    
  1,777,862     Gigabyte Technology Co Ltd     1,497,693    
  4,962,080     Goldsun Development & Construction Co Ltd *     1,278,377    
  2,593,000     Grand Pacific Petrochem *     596,053    
  536,760     High Tech Computer Corp     11,497,672    
  4,113,396     Hon Hai Precision Industry Co Ltd     26,010,104    
  123,000     Hotai Motor Company Ltd     298,674    
  1,271,395     Hua Nan Financial Holdings Co Ltd     897,368    
  7,092,453     Inventec Co Ltd     4,323,707    
  6,553,920     KGI Securities Co Ltd     2,021,565    
  2,727,702     Kinpo Electronics     1,046,009    
  86,000     Largan Precision Co Ltd     1,600,134    
  496,000     Lee Chang Yung Chem Industries     349,212    
  165,665     Les Enphants Co Ltd     102,173    
  2,462,040     Lite-On Technology Corp     3,317,997    
  4,725,000     Macronix International *     611,343    
  510,325     MediaTek Inc     5,223,281    
  7,251,000     Mega Financial Holdings Co Ltd     5,500,061    
  1,802,500     Micro-Star International Co Ltd     1,019,966    
  2,322,252     Mitac International Corp     3,264,635    
  297,000     Nien Hsing Textile Co Ltd     192,106    
  193,000     Nien Made Enterprise     245,065    
  677,587     Novatek Microelectronics     4,670,818    
  1,396,690     Oriental Union Chemical     901,056    
  342,000     Phoenix Precision Technology Corp     688,110    
  104,000     Powertech Technology Inc     333,754    
  607,520     Premier Image Technology Corp     755,043    
  1,615,555     Quanta Computer Inc     2,460,943    
  1,959,300     Realtek Semiconductor Corp     2,148,368    
  5,562,000     Sampo Corp *     684,998    
  1,078,588     Shin Kong Financial Holdings     932,348    
  1,705,200     Silicon Integrated Systems *     877,426    

 

See accompanying notes to the financial statements.

3



GMO Taiwan Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
  1,173,831     Siliconware Precision Industries Co     1,487,820    
  3,897,473     Sinopac Holdings Co     2,061,798    
  2,570,516     Systex Corp     705,911    
  1,003,000     Taichung Commercial Bank *     206,349    
  3,911,634     Taishin Financial Holdings Co Ltd     2,376,489    
  7,200,000     Taiwan Cellular Corp     6,644,067    
  8,035,205     Taiwan Cement Corp     6,055,356    
  159,000     Taiwan FU Hsing Ind Co Ltd     172,252    
  24,744,891     Taiwan Semiconductor Manufacturing Co Ltd     45,851,233    
  235,409     Taiwan Semiconductor Manufacturing Co Ltd ADR     2,290,530    
  3,235,000     Taiwan TEA Corp *     484,924    
  3,104,000     Tatung Co *     763,811    
  285,720     Tsann Kuen Enterprises Co Ltd     498,706    
  1,060,000     TSRC Corp     643,640    
  704,000     Tung Ho Steel Enterprise     466,000    
  1,313,000     U-Ming Marine Transport Co     1,321,606    
  143,000     Waffer Technology Co Ltd     137,928    
  9,356,578     Walsin Lihwa Corp     3,042,903    
  2,447,463     Wan Hai Lines Ltd     1,503,707    
  4,167,000     Waterland Financial Holdings     1,356,315    
  1,364,090     Wintek Corp     1,918,453    
  1,276,330     WUS Printed Circuit Co Ltd     523,279    
  877,296     Ya Hsin Industrial Co Ltd     806,835    
  4,118,252     Yang Ming Marine Transport     2,520,243    
  3,780,000     Yieh Phui Enterprise     1,541,692    
  299,475     Yulon Motor Co Ltd     307,655    
  168,720     Zyxel Communications Corp     267,456    
      286,336,350    
    TOTAL COMMON STOCKS (COST $246,788,895)     286,336,350    

 

See accompanying notes to the financial statements.

4



GMO Taiwan Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    RIGHTS AND WARRANTS — 0.0%  
    Taiwan — 0.0%  
  7,621     Waffer Technology Corp Rights, Expires 03/22/06 *     387    
    TOTAL RIGHTS AND WARRANTS (COST $1,397)     387    
    SHORT-TERM INVESTMENT(S) — 1.5%  
  4,200,000     Dresdner Bank AG Time Deposit, 4.55%, due 03/01/06     4,200,000    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $4,200,000)     4,200,000    
    TOTAL INVESTMENTS — 99.8%
(Cost $250,990,292)
    290,536,737    
    Other Assets and Liabilities (net) — 0.2%     713,736    
    TOTAL NET ASSETS — 100.0%   $ 291,250,473    

 

Notes to Schedule of Investments:

ADR - American Depositary Receipt

*  Non-income producing security.

As of February 28, 2006, 97.3% of the Net Assets of the Fund was valued using fair value prices based on tools by a third party vendor (Note 2).

See accompanying notes to the financial statements.

5




GMO Taiwan Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value (cost $250,990,292) (Note 2)   $ 290,536,737    
Cash     29,896    
Foreign currency, at value (cost $1,078,584) (Note 2)     1,075,981    
Interest receivable     531    
Total assets     291,643,145    
Liabilities:  
Payable for investments purchased     2,486    
Payable to affiliate for (Note 3):  
Management fee     186,602    
Shareholder service fee     34,557    
Trustees and Chief Compliance Officer fees     665    
Accrued expenses     168,362    
Total liabilities     392,672    
Net assets   $ 291,250,473    
Net assets consist of:  
Paid-in capital   $ 245,933,613    
Distributions in excess of net investment income     (241,192 )  
Accumulated net realized gain     6,014,210    
Net unrealized appreciation     39,543,842    
    $ 291,250,473    
Net assets attributable to:  
Class III shares   $ 291,250,473    
Shares outstanding:  
Class III     10,276,489    
Net asset value per share:  
Class III   $ 28.34    

 

See accompanying notes to the financial statements.

6



GMO Taiwan Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends (net of withholding taxes of $2,019,057)   $ 8,262,902    
Interest     92,602    
Total investment income     8,355,504    
Expenses:  
Management fee (Note 3)     2,098,026    
Shareholder service fee – Class III (Note 3)     388,523    
Custodian and fund accounting agent fees     719,736    
Transfer agent fees     27,798    
Audit and tax fees     56,503    
Legal fees     6,741    
Trustees fees and related expenses (Note 3)     4,845    
Miscellaneous     8,310    
Total expenses     3,310,482    
Net investment income (loss)     5,045,022    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     11,198,207    
Foreign currency, forward contracts and foreign currency related transactions     (346,710 )  
Net realized gain (loss)     10,851,497    
Change in net unrealized appreciation (depreciation) on:  
Investments     8,763,713    
Foreign currency, forward contracts and foreign currency related transactions     (2,689 )  
Net unrealized gain (loss)     8,761,024    
Net realized and unrealized gain (loss)     19,612,521    
Net increase (decrease) in net assets resulting from operations   $ 24,657,543    

 

See accompanying notes to the financial statements.

7



GMO Taiwan Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 5,045,022     $ 828,376    
Net realized gain (loss)     10,851,497       (1,500,671 )  
Change in net unrealized appreciation (depreciation)     8,761,024       (4,257,920 )  
Net increase (decrease) in net assets from operations     24,657,543       (4,930,215 )  
Distributions to shareholders from:  
Net investment income  
Class III     (5,967,696 )        
Net realized gains  
Class III     (2,977,161 )     (9,930,750 )  
      (8,944,857 )     (9,930,750 )  
Net share transactions (Note 7):  
Class III     50,702,181       57,688,207    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     369,510       325,785    
Total increase (decrease) in net assets resulting from
net share transactions and net purchase premiums and  
redemption fees
    51,071,691       58,013,992    
Total increase (decrease) in net assets     66,784,377       43,153,027    
Net assets:  
Beginning of period     224,466,096       181,313,069    
End of period (including distributions in excess of net
investment income of $241,192 and accumulated
undistributed net investment income of $205,510,
respectively)
  $ 291,250,473     $ 224,466,096    

 

See accompanying notes to the financial statements.

8




GMO Taiwan Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003(a)   
Net asset value, beginning of period   $ 26.79     $ 29.67     $ 20.28     $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)      0.52       0.13       (0.10 )     (0.12 )  
Net realized and unrealized gain (loss)     1.91       (1.45 )     10.03       0.40    
Total from investment operations     2.43       (1.32 )     9.93       0.28    
Less distributions to shareholders:  
From net investment income     (0.59 )           (0.02 )        
From net realized gains     (0.29 )     (1.56 )     (0.52 )        
Total distributions     (0.88 )     (1.56 )     (0.54 )        
Net asset value, end of period   $ 28.34     $ 26.79     $ 29.67     $ 20.28    
Total Return(b)      9.13 %     (3.82 )%     49.53 %     1.40 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 291,250     $ 224,466     $ 181,313     $ 41,167    
Net expenses to average daily net assets     1.28 %     1.34 %     1.36 %     1.76 %*   
Net investment income to average daily net assets     1.95 %     0.53 %     (0.40 )%     (1.43 )%*   
Portfolio turnover rate     31 %     88 %     86 %     50 %**   
Purchase premiums and redemption fees consisted of the
following per share amounts: 
  $ 0.04     $ 0.05     $ 0.04     $ 0.01    

 

(a)  Period from October 4, 2002 (commencement of operations) through February 28, 2003.

(b)  Calculation excludes purchase premiums and redemption fees which are borne by the shareholders.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

9




GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Taiwan Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return through investment in equity securities traded in the Taiwan securities markets. The Fund's benchmark is the MSCI Taiwan Index.

Shares of the Fund are not publicly offered and principally available to other GMO funds and certain accredited investors.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. For other assets, and in cases where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's investments will be valued at "fair value", as determined in good faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close but before the close of the NYSE. As a results, foreign equity securities held by the Fund are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

10



GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. As of February 28, 2006, the Fund did not enter into any forward currency contracts.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with a futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the

11



GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. As of February 28, 2006, the Fund did not enter into any futures contracts.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. As of February 28, 2006, the Fund did not enter into any purchased option contracts.

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

12



GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. As of February 28, 2006, the Fund did not hold any indexed securities.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the price of the security or index underlying these transactions. As of February 28, 2006, the Fund did not enter into any swap agreements.

13



GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 28, 2006, the Fund did not participate in securities lending.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryover for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary. Taxes on foreign interest and dividend income are withheld in accordance with the applicable country's tax treaty with the United States.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Dividends received by shareholders of the Fund which are derived from foreign source income and foreign taxes paid by the Fund may be treated, to the extent allowable under the Code, as if received and paid by the shareholders of the Fund.

The Fund is currently subject to Taiwan security sale transaction tax of 0.3% on equities and 0.1% on mutual fund shares of the transaction amount.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income - $5,967,696 and $6,098,201, respectively and long-term capital gains - $2,977,161 and $3,832,549, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $945,027 and $5,510,824 of undistributed ordinary income and undistributed long-term capital gains, respectively.

14



GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 251,673,124     $ 54,173,878     $ (15,310,265 )   $ 38,863,613    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to certain differences in the computation of distributable income and capital gains under U.S. federal tax rules versus U.S. GAAP. The financial highlights exclude these adjustments.

Distributions in
Excess of net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 475,972     $ (475,972 )   $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Taiwanese companies typically declare dividends in the Fund's third fiscal quarter of each year. As a result, the Fund receives substantially less dividend income in the first half of its year.

Dividend and interest income generated in Taiwan is subject to a 20% withholding tax. Stock dividends received (except those which have resulted from capitalization of capital surplus) are taxable at 20% of the par value of the stock dividends received.

15



GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

Purchases and redemptions of Fund shares

As of the date of this report, the premium on cash purchases of Fund shares were 0.15% of the amount invested. In the case of cash redemptions, the fee is currently 0.45% of the amount redeemed. If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. For the years ended February 28, 2006 and February 28, 2005, the Fund received $139,679 and $136,441 in purchase premiums and $229,831 and $189,344 in redemption fees, respectively. There is no premium for reinvested distributions or in-kind transactions.

Investment risks

Investments in emerging countries, such as Taiwan, present certain risks that are not inherent in many other securities. Many emerging countries present elements of political and/or economic instability. The securities markets of emerging countries are generally smaller and less developed than the securities markets of the U.S. and developed foreign markets. Further, countries may impose various types of foreign currency regulations or controls which may impede the Fund's ability to repatriate amounts it receives. The Fund may acquire interests in securities in anticipation of improving conditions in the related countries. These factors may result in significant volatility in the values of its holdings. The Taiwanese markets are relatively illiquid. Accordingly, the Fund may not be able to realize in an actual sale amounts approximating those used to value its holdings. The Fund may concentrate investments in the securities of a small number of issuers. As a result, the value of the Fund's shares can be expected to change in light of factors affecting those issuers and may fluctuate more widely than the value of shares of a portfolio that invests in a broader range of securities.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.81% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for class III shares.

The Fund's portion of the fees paid by the Trust to the independent Trustees and the Chief Compliance Officer ("CCO") during the year ended February 28, 2006 was $2,921 and $1,819, respectively. No remuneration was paid to any other officer of the Trust.

16



GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

4.  Purchases and sales of securities

Cost of purchase and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $119,031,367 and $77,513,341, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders

As of February 28, 2006, 98.9% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, 100.0% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     3,548,047     $ 94,235,742       4,079,726     $ 101,952,796    
Shares issued to shareholders
in reinvestment of distributions
    321,086       8,944,857       412,923       9,885,373    
Shares repurchased     (1,970,363 )     (52,478,418 )     (2,226,255 )     (54,149,962 )  
Purchase premiums and redemption fees           369,510             325,785    
Net increase (decrease)     1,898,770     $ 51,071,691       2,266,394     $ 58,013,992    

 

17




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Taiwan Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Taiwan Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

18



GMO Taiwan Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred*
 
Class III  
  1 ) Actual     1.30 %   $ 1,000.00     $ 1,126.60     $ 6.85    
2) Hypothetical     1.30 %   $ 1,000.00     $ 1,018.35     $ 6.51    

 

*  Expenses are calculated using the Class's annualized net expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

19



GMO Taiwan Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Year Ended February 28, 2006

The Fund's distributions to shareholders include $2,977,161 from long-term capital gains.

During the year ended February 28, 2006, the Fund paid foreign taxes of $2,019,057 and recognized foreign source income of $10,281,959.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 28, 2006 of $0 or if determined to be different, the qualified interest income of such year.

20



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

21



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003)     54     Director of Courier Corporation
(a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.
 

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

22



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

23



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

24




GMO Global Growth Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Global Growth Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the International Quantitative team at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Global Growth Fund returned +13.6% for the fiscal year ended February 28, 2006, as compared to +11.7% for the S&P/Citigroup PMI World Growth Style Index. Consistent with the Fund's investment objectives and policies, the Fund was substantially invested throughout the period in equity securities with higher than average expected growth drawn from the world's developed markets.

Stock selection had a positive impact on performance relative to the benchmark. Among the Fund's holdings with the largest contribution to relative returns were Apple Computer Inc., Mitsubishi Corp of Japan, and two oil companies – Canadian Natural Resources and OMV of Austria. Less successful holdings included Toyota Motor, Pfizer, and Dell.

The Fund benefited from country selection. Overweighting Canada and Norway and underweighting the U.S. made the largest contributions.

Industry weightings contributed to relative returns in most sectors, particularly overweights in energy and utility stocks and underweights in consumer staples and information technology stocks.

Currency forwards had a negative impact. The Fund's underweight position in the U.S. dollar and overweight in the Japanese yen both detracted from returns, partly mitigated by underweighting in the British pound and the euro.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Each performance figure assumes a purchase at the beginning and a redemption at the end of the stated period and reflects a transaction fee of .30% on the purchase and .30% on the redemption. Transaction fees are retained by the Fund to cover trading costs. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Global Growth Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     98.1 %  
Preferred Stocks     0.3    
Forward Currency Contracts     0.1    
Futures     0.0    
Short-Term Investment(s)     2.1    
Other     (0.6 )  
      100.0 %  
Country Summary   % of Equity Investments  
United States     43.8 %  
Japan     14.3    
United Kingdom     7.5    
Canada     5.9    
Switzerland     3.9    
Australia     2.8    
France     2.6    
Belgium     2.2    
Sweden     2.0    
Netherlands     2.0    
Italy     1.9    
Spain     1.8    
Singapore     1.5    
Austria     1.5    
Norway     1.4    
Hong Kong     1.3    
Germany     1.2    
Ireland     1.2    
Finland     1.0    
Greece     0.2    
      100.0 %  

 

1



GMO Global Growth Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Financials     19.6 %  
Health Care     17.5    
Energy     16.6    
Information Technology     10.5    
Consumer Discretionary     9.2    
Industrials     9.2    
Consumer Staples     5.8    
Utilities     5.3    
Materials     3.6    
Telecommunication Services     2.7    
      100.0 %  

 

2




GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  

 

    COMMON STOCKS — 98.1%  
    Australia — 2.8%  
  5,119     Australia and New Zealand Banking Group Ltd     97,359    
  13,680     BHP Billiton Ltd     246,162    
  3,176     Commonwealth Bank of Australia     105,431    
  2,610     CSL Ltd     101,740    
  2,798     Macquarie Bank Ltd     132,346    
  3,586     QBE Insurance Group Ltd     54,854    
  12,276     Rinker Group Ltd     161,277    
  1,482     Rio Tinto Ltd     77,642    
  5,845     Suncorp-Metway Ltd     88,493    
  31,229     Telstra Corp Ltd     88,864    
  5,372     Westpac Banking Corp     93,811    
  6,749     Woodside Petroleum Ltd     202,594    
      1,450,573    
    Austria — 1.5%  
  888     Erste Bank Der Oesterreichischen Sparkassen AG     53,979    
  254     Oesterreichische Elektrizitaetswirtschafts AG Class A     118,136    
  6,688     OMV AG     414,785    
  8,257     Telekom Austria AG     188,865    
      775,765    
    Belgium — 2.2%  
  539     Colruyt SA     77,648    
  7,228     Dexia     179,515    
  12,442     Fortis     443,200    
  1,226     Inbev     56,676    
  1,394     KBC Groep NV     145,529    
  5,054     UCB SA     239,391    
      1,141,959    

 

See accompanying notes to the financial statements.

3



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Canada — 5.8%  
  900     Bank of Montreal     54,620    
  6,800     Bombardier Inc *      17,472    
  2,200     Cameco Corp     81,790    
  5,200     Canadian National Railway Co     243,425    
  10,800     Canadian Natural Resources     590,059    
  600     Canadian Pacific Railway Ltd     30,727    
  4,200     EnCana Corp     173,699    
  2,400     Husky Energy Inc     146,900    
  3,800     Imperial Oil Ltd     366,475    
  3,400     Nexen Inc     177,771    
  6,000     Petro - Canada     274,856    
  800     Potash Corporation of Saskatchewan Inc     76,723    
  2,500     Rogers Communications Inc     100,092    
  2,900     Royal Bank of Canada     242,319    
  1,500     Suncor Energy Inc     112,191    
  3,300     Talisman Energy Inc     173,385    
  1,900     Teck Corp Class B     118,787    
  1,800     Telus Corp     70,815    
      3,052,106    
    Finland — 1.0%  
  8,600     Fortum Oyj     208,060    
  13,150     Nokia Oyj     244,695    
  2,800     Sampo Oyj Class A     56,120    
      508,875    
    France — 2.6%  
  1,371     BNP Paribas     126,882    
  2,692     Peugeot SA     156,937    
  6,270     Sanofi-Aventis     533,735    
  2,574     Suez SA     94,538    
  1,531     Total SA     385,045    
  566     Vinci SA     52,245    
      1,349,382    

 

See accompanying notes to the financial statements.

4



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Germany — 0.9%  
  1,563     Altana AG     83,944    
  603     RWE AG     51,851    
  2,419     Schering AG     173,502    
  2,044     Volkswagen AG     143,145    
      452,442    
    Greece — 0.2%  
  1,805     National Bank of Greece SA     92,725    
    Hong Kong — 1.2%  
  29,000     CLP Holdings Ltd     165,802    
  10,000     Esprit Holdings Ltd     76,479    
  90,000     Hong Kong & China Gas     215,078    
  34,500     Hong Kong Electric Holdings Ltd     158,862    
  20,000     Li & Fung Ltd     40,280    
      656,501    
    Ireland — 1.1%  
  5,452     Allied Irish Banks Plc     130,244    
  6,896     Anglo Irish Bank Corp     113,069    
  15,676     Bank of Ireland     278,879    
  1,984     CRH Plc     65,079    
      587,271    
    Italy — 1.9%  
  28,999     Enel SPA     241,283    
  26,473     ENI SPA     756,813    
      998,096    
    Japan — 14.1%  
  1,900     Aeon Co Ltd     45,328    
  2,100     Astellas Pharma Inc     81,071    
  7,000     Bank of Yokohama     56,448    
  1,100     Benesse Corp     37,723    

 

See accompanying notes to the financial statements.

5



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  1,800     Canon Inc     112,385    
  6,000     Chiba Bank     50,538    
  8,800     Chubu Electric Power Co Inc     233,262    
  2,400     Daito Trust Construction Co Ltd     112,388    
  8,000     Daiwa Securities Co Ltd     94,977    
  2,500     Denso Corp     91,201    
  10     East Japan Railway Co     71,139    
  4,200     Eisai Co Ltd     194,239    
  17,000     Fuji Heavy Industries Ltd     92,118    
  2,300     Hitachi Chemical Co Ltd     63,798    
  17,000     Hokuhoku Financial Group Inc     73,177    
  2,600     Hoya Corp     103,153    
  22,000     Itochu Corp     182,853    
  12     Japan Tobacco Inc     206,164    
  2,000     Kaneka Corp     26,322    
  2,000     Kao Corp     54,325    
  200     Keyence Corp     54,635    
  4,000     Komatsu Ltd     70,938    
  39,000     Marubeni Corp     193,427    
  5,000     Matsushita Electric Industrial Co Ltd     105,147    
  28,000     Mazda Motor Corp     159,243    
  26,100     Mitsubishi Corp     605,550    
  24     Mitsubishi Tokyo Financial Group Inc     356,336    
  19,000     Mitsui & Co     259,948    
  3,000     Mitsui Fudosan Co Ltd     62,317    
  13,000     Mitsui OSK Lines Ltd     94,789    
  700     Nidec Corp     55,524    
  3,000     Nikko Cordial Corp     47,227    
  35,000     Nippon Steel Corp     139,486    
  24     Nippon Telegraph & Telephone Corp     103,630    
  3,200     Nissin Food Products Co Ltd     97,619    
  3,900     Nomura Securities Co Ltd     74,424    
  3,000     Olympus Optical Co Ltd     86,375    
  1,000     ORIX Corp     263,271    

 

See accompanying notes to the financial statements.

6



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  39,000     Osaka Gas Co Ltd     149,318    
  51     Rakuten Inc     43,989    
  2,000     Seven & I Holdings Co Ltd     81,810    
  1,000     Shimano Inc     28,836    
  3,200     Shin-Etsu Chemical Co Ltd     170,377    
  4,700     Softbank Corp.     143,722    
  19,000     Sumitomo Corp     256,683    
  35,000     Sumitomo Metal Industries Ltd     155,381    
  13     Sumitomo Mitsui Financial Group Inc     141,978    
  3,000     Sumitomo Realty & Development Co Ltd     69,721    
  10,200     Takeda Pharmaceutical Co Ltd     568,186    
  10,000     Teijin Ltd     67,477    
  1,400     Terumo Corp     42,741    
  7,000     Tokyu Land Corp     61,057    
  9,000     TonenGeneral Sekiyu KK     89,953    
  6,200     Toyota Motor Corp     330,506    
  4,000     Yakult Honsha Co Ltd     92,486    
  400     Yamada Denki Co Ltd     42,854    
      7,349,570    
    Netherlands — 2.0%  
  10,074     ABN Amro Holdings NV     293,564    
  2,540     Heineken NV     95,642    
  16,915     ING Groep NV     635,766    
      1,024,972    
    Norway — 1.4%  
  5,700     DnB NOR ASA     69,159    
  1,760     Norsk Hydro ASA     206,154    
  1,750     Orkla ASA     76,279    
  14,400     Statoil ASA     368,766    
      720,358    

 

See accompanying notes to the financial statements.

7



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Singapore — 1.5%  
  3,000     Keppel Corp Ltd     25,782    
  129,000     Singapore Technologies Engineering Ltd     241,081    
  320,860     Singapore Telecommunications     514,365    
      781,228    
    Spain — 1.7%  
  726     Acciona SA     101,208    
  3,716     Acesa Infraestructuras SA     96,218    
  2,406     ACS Actividades de Construccion y Servicios SA     89,728    
  1,608     Antena 3 de Television     42,654    
  1,310     Grupo Ferrovial SA     98,072    
  8,238     Iberdrola SA     259,827    
  3,270     Indra Sistemas SA     65,072    
  3,013     Sacyr Vallehermoso SA     84,713    
  2,017     Union Fenosa SA     75,690    
      913,182    
    Sweden — 2.0%  
  3,400     Atlas Copco AB Class A     83,739    
  8,150     Hennes & Mauritz AB Class B     296,963    
  16,500     Nordea AB     186,509    
  2,200     Sandvik AB     118,434    
  10,100     Swedish Match AB     135,247    
  9,700     Tele2 AB Class B     104,693    
  30,000     Telefonaktiebolaget LM Ericsson     102,225    
      1,027,810    
    Switzerland — 3.8%  
  19,776     ABB Ltd *      236,949    
  2,400     Alcon Inc     276,384    
  2,871     Compagnie Financiere Richemont AG     125,021    
  1,196     Credit Suisse Group     66,241    
  3,458     Roche Holding AG (Non Voting)     510,909    
  247     Serono SA     175,260    

 

See accompanying notes to the financial statements.

8



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Switzerland — continued  
  32     Societe Generale de Surveillance Holding SA (Registered)     29,536    
  365     Swisscom AG (Registered)     109,614    
  813     UBS AG (Registered)     86,377    
  1,659     Zurich Financial Services AG *      391,762    
      2,008,053    
    United Kingdom — 7.4%  
  3,197     AstraZeneca Plc     147,646    
  13,356     Barclays Plc     156,439    
  7,722     BG Group Plc     90,446    
  9,879     BHP Billiton Plc     166,023    
  12,019     British American Tobacco Plc     286,353    
  14,187     Cadbury Schweppes Plc     144,119    
  40,966     Centrica Plc     208,677    
  19,909     DSG International Plc     60,035    
  13,344     GlaxoSmithKline Plc     338,924    
  8,232     HBOS Plc     153,305    
  8,548     Imperial Tobacco Group Plc     257,080    
  13,889     National Grid Plc     146,032    
  4,003     Next Plc     115,780    
  3,467     Rio Tinto Plc     163,164    
  20,855     Royal Bank of Scotland Group     697,577    
  19,567     Royal Dutch Shell Group Class A     589,896    
  6,111     Scottish & Southern Energy Plc     123,082    
      3,844,578    
    United States — 43.0%  
  2,200     Adobe Systems, Inc     84,964    
  5,000     Aetna, Inc     255,000    
  3,700     Allstate Corp (The)     202,686    
  1,300     AMBAC Financial Group, Inc     97,695    
  2,000     American International Group, Inc     132,720    
  2,000     American Tower Corp-Class A *      63,660    
  5,100     AmerisourceBergen Corp     234,549    

 

See accompanying notes to the financial statements.

9



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United States — continued  
  1,300     Amgen, Inc *      98,137    
  3,600     Apple Computer, Inc *      246,744    
  4,500     Archer-Daniels-Midland Co     142,740    
  1,700     Autodesk, Inc     64,005    
  1,200     Baker Hughes, Inc     81,564    
  600     Bear Stearns Cos (The), Inc     80,664    
  4,200     Bed Bath & Beyond, Inc *      151,368    
  2,250     Broadcom Corp-Class A *      101,452    
  3,800     Burlington Northern Santa Fe Corp     298,832    
  2,000     Burlington Resources, Inc     180,360    
  3,700     Capital One Financial Corp     324,120    
  2,300     Cardinal Health, Inc     166,980    
  3,900     Caremark Rx, Inc *      194,025    
  3,600     Caterpillar, Inc     263,088    
  800     Centex Corp     54,088    
  3,100     Chevron Corp     175,088    
  12,400     Cisco Systems, Inc *      250,976    
  3,100     Coach, Inc *      110,732    
  12,200     ConocoPhillips     743,712    
  12,700     Corning, Inc *      310,007    
  5,600     CVS Corp     158,648    
  3,000     D.R. Horton, Inc     102,330    
  19,400     Dell, Inc *      562,600    
  2,000     Devon Energy Corp     117,260    
  1,600     EOG Resources, Inc     107,840    
  800     Everest RE Group Ltd     79,232    
  2,300     Exelon Corp     131,353    
  1,400     Express Scripts, Inc *      122,178    
  10,700     Exxon Mobil Corp     635,259    
  8,700     Fannie Mae     475,716    
  1,200     FedEx Corp     128,688    
  3,900     Fidelity National Financial, Inc     147,264    
  2,500     Franklin Resources, Inc     256,700    
  6,300     Freddie Mac     424,557    
  5,900     Genentech, Inc *      505,571    

 

See accompanying notes to the financial statements.

10



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United States — continued  
  1,000     General Dynamics Corp     123,270    
  700     Genzyme Corp     48,538    
  2,100     Gilead Sciences, Inc *      130,767    
  900     Goldman Sachs Group, Inc     127,161    
  800     Google, Inc-Class A *      290,096    
  1,900     Halliburton Co     129,200    
  4,600     Harley-Davidson, Inc     241,546    
  600     Hartford Financial Services Group, Inc     49,428    
  1,100     HCA, Inc     52,690    
  700     Hershey Co (The)     35,805    
  17,600     Hewlett-Packard Co     577,456    
  22,200     Home Depot, Inc     935,730    
  18,800     Intel Corp     387,280    
  3,800     International Business Machines Corp     304,912    
  3,000     JC Penney Corp     175,920    
  11,200     Johnson & Johnson     645,680    
  1,300     Johnson Controls, Inc     92,651    
  2,700     Juniper Networks, Inc *      49,653    
  5,300     King Pharmaceuticals, Inc *      86,125    
  1,500     Lehman Brothers Holdings, Inc     218,925    
  2,600     Lockheed Martin Corp     189,462    
  3,600     Lowe's Cos, Inc     245,448    
  1,300     Marathon Oil Corp     91,780    
  1,700     McGraw-Hill, Inc     90,253    
  2,200     McKesson Corp     119,086    
  1,200     Medco Health Solutions, Inc *      66,864    
  2,300     Medtronic, Inc     124,085    
  1,500     Merrill Lynch & Co, Inc     115,815    
  3,400     Metlife, Inc     170,408    
  1,600     MGIC Investment Corp     102,000    
  700     Monsanto Co     58,716    
  1,800     Moody's Corp     120,600    
  19,200     Motorola, Inc     410,880    
  1,900     National Semiconductor Corp     53,295    

 

See accompanying notes to the financial statements.

11



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United States — continued  
  1,200     Newmont Mining Corp     63,504    
  1,200     NII Holdings, Inc-Class B *      61,464    
  500     Nike, Inc. Class B     43,390    
  2,500     Nordstrom, Inc     95,000    
  1,000     Norfolk Southern Corp     51,180    
  2,600     Occidental Petroleum Corp     238,004    
  5,400     Oracle Corp *      67,068    
  1,400     Peabody Energy Corp     67,578    
  4,300     PepsiCo, Inc     254,173    
  62,900     Pfizer, Inc     1,647,351    
  6,465     Procter & Gamble Co     387,447    
  3,100     Prudential Financial, Inc     238,824    
  3,600     Qualcomm, Inc     169,956    
  1,700     Radian Group, Inc     96,475    
  800     Rockwell Automation, Inc.     54,536    
  1,000     SanDisk Corp *      60,340    
  3,700     Schlumberger Ltd     425,500    
  1,600     SPX Corp     78,800    
  2,600     Target Corp     141,440    
  13,000     Texas Instuments, Inc     388,050    
  900     Transocean, Inc *      66,762    
  2,800     TXU Corp     146,692    
  2,600     United Technologies Corp     152,100    
  8,300     UnitedHealth Group, Inc     483,309    
  1,500     United Parcel Service-Class B     112,065    
  4,200     Valero Energy Corp     225,918    
  3,800     Walgreen Co     170,468    
  1,168     Weatherford International Ltd *      50,364    
  3,500     WellPoint, Inc *      268,765    
  2,200     Whole Foods Market, Inc     140,536    
  3,700     Wyeth     184,260    
  3,600     Yahoo! Inc *      115,416    
      22,473,412    
    TOTAL COMMON STOCKS (COST $42,924,987)     51,208,858    

 

See accompanying notes to the financial statements.

12



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006


  Shares /
Par Value ($)
  Description   Value ($)  

 

    PREFERRED STOCKS — 0.3%  
    Germany — 0.3%  
  3,215     Volkswagen AG 2.82%     165,668    
    TOTAL PREFERRED STOCKS (COST $89,428)     165,668    
    SHORT-TERM INVESTMENT(S) — 2.1%  
  1,100,000     Dresdner Bank AG - Time Deposit 4.55% due 3/01/06     1,100,000    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $1,100,000)     1,100,000    
    TOTAL INVESTMENTS — 100.5%
(Cost $44,114,415)
    52,474,526    
    Other Assets and Liabilities (net) — (0.5%)     (279,103 )  
    TOTAL NET ASSETS — 100.0%   $ 52,195,423    

 

See accompanying notes to the financial statements.

13



GMO Global Growth Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/Receive   Units of Currency   Value   Net Unrealized
Appreciation
(Depreciation)
 
Buys  
    5/26/06   CAD 315,296     $ 278,080     $ 3,670    
    5/26/06   CHF 1,176,080       904,335       (5,337 )  
    5/26/06   HKD 1,241,488       160,242       (72 )  
    5/26/06   JPY 351,061,200       3,067,294       59,779    
    5/26/06   NOK 8,057,928       1,200,640       6,831    
    5/26/06   NZD 493,006       324,470       (1,592 )  
    5/26/06   SEK 9,227,259       1,173,695       (2,896 )  
    5/26/06   SGD 2,305,560       1,425,392       9,201    
    $ 69,584    
Sales  
    5/26/06   AUD 1,662,141     $ 1,231,987     $ (9,316 )  
    5/26/06   EUR 1,967,683       2,357,740       (8,043 )  
    5/26/06   GBP 872,301       1,531,299       (15,516 )  
    5/26/06   HKD 5,307,592       685,064       (46 )  
    5/26/06   JPY 99,178,440       866,543       (11,888 )  
    $ (44,809 )  

 

See accompanying notes to the financial statements.

14



GMO Global Growth Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Futures Contracts

Number of
Contracts
  Type   Expiration Date   Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
    Buys  
  1     S&P 500   March 2006   $ 320,600     $ 2,896    
  2     TOPIX   March 2006     286,467       6,503    
            $ 9,399    
    Sales  
  1     DAX   March 2006   $ 172,974     $ (14,339 )  
  5     FTSE   March 2006     505,575       (779 )  
            $ (15,118 )  

 

As of February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

*  Non-income producing security.

As February 28, 2006, 49.0% of the Net Assets of the Fund was valued using fair value prices based on tools by a third party vendor (Note 2).

Currency Abbreviations:

AUD - Australian Dollar

CAD - Canadian Dollar

CHF - Swiss Franc

EUR - Euro

GBP - British Pound

HKD - Hong Kong Dollar

JPY - Japanese Yen

NOK - Norwegian Krone

NZD - New Zealand Dollar

SEK - Swedish Krona

SGD - Singapore Dollar

See accompanying notes to the financial statements.

15




GMO Global Growth Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value (cost $44,114,415) (Note 2)   $ 52,474,526    
Foreign currency, at value (cost $31,127) (Note 2)     31,302    
Dividends and interest receivable     74,766    
Foreign taxes receivable     8,398    
Unrealized appreciation on open forward currency and cross currency contracts (Note 2)     79,481    
Receivable for variation margin on open futures contracts (Note 2)     9,939    
Receivable for expenses reimbursed by Manager (Note 3)     14,598    
Total assets     52,693,010    
Liabilities:  
Due to custodian     345,131    
Payable to affiliate for (Note 3):  
Management fee     18,688    
Shareholder service fee     5,964    
Trustees and Chief Compliance Officer fees     77    
Unrealized depreciation on open forward currency and cross currency contracts (Note 2)     54,706    
Accrued expenses     73,021    
Total liabilities     497,587    
Net assets   $ 52,195,423    
Net assets consist of:  
Paid-in capital   $ 38,514,753    
Distributions in excess of net investment income     (106,243 )  
Accumulated net realized gain     5,407,808    
Net unrealized appreciation     8,379,105    
    $ 52,195,423    
Net assets attributable to:  
Class III shares   $ 52,195,423    
Shares outstanding:  
Class III     2,076,927    
Net asset value per share:  
Class III   $ 25.13    

 

See accompanying notes to the financial statements.

16



GMO Global Growth Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends (net of withholding taxes of $94,067)   $ 1,255,996    
Interest (including securities lending income of $18,043)     63,518    
Total investment income     1,319,514    
Expenses:  
Management fee (Note 3)     306,328    
Shareholder service fee – Class III (Note 3)     97,764    
Custodian and fund accounting agent fees     123,716    
Transfer agent fees     27,550    
Audit and tax fees     53,655    
Legal fees     1,056    
Trustees fees and related expenses (Note 3)     1,571    
Registration fees     7,426    
Miscellaneous     7,071    
Total expenses     626,137    
Fees and expenses reimbursed by Manager (Note 3)     (219,840 )  
Net expenses     406,297    
Net investment income (loss)     913,217    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     6,819,150    
Closed futures contracts     (134,576 )  
Foreign currency, forward contracts and foreign currency related transactions     (688,883 )  
Net realized gain (loss)     5,995,691    
Change in net unrealized appreciation (depreciation) on:  
Investments     1,796,355    
Open futures contracts     (25,993 )  
Foreign currency, forward contracts and foreign currency related transactions     (53,872 )  
Net unrealized gain (loss)     1,716,490    
Net realized and unrealized gain (loss)     7,712,181    
Net increase (decrease) in net assets resulting from operations   $ 8,625,398    

 

See accompanying notes to the financial statements.

17



GMO Global Growth Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Period from
July 20, 2004
(commencement of
operations) through
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 913,217     $ 379,276    
Net realized gain (loss)     5,995,691       398,821    
Change in net unrealized appreciation (depreciation)     1,716,490       6,662,615    
Net increase (decrease) in net assets from operations     8,625,398       7,440,712    
Distributions to shareholders from:  
Net investment income  
Class III     (295,069 )     (678,209 )  
Net realized gains  
Class III     (1,412,162 )        
      (1,707,231 )     (678,209 )  
Net share transactions (Note 7):  
Class III     (12,748,277 )     51,197,188    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     65,842          
Total increase (decrease) in net assets resulting from net share
transactions and net purchase premiums and redemption fees
    (12,682,435 )     51,197,188    
Total increase (decrease) in net assets     (5,764,268 )     57,959,691    
Net assets:  
Beginning of period     57,959,691          
End of period (including distributions in excess of net
investment income of $106,243 and $62,457, respectively)
  $ 52,195,423     $ 57,959,691    

 

See accompanying notes to the financial statements.

18




GMO Global Growth Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28,  
    2006   2005(a)   
Net asset value, beginning of period   $ 22.67     $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)      0.33       0.15    
Net realized and unrealized gain (loss)     2.72       2.79    
Total from investment operations     3.05       2.94    
Less distributions to shareholders:  
From net investment income     (0.10 )     (0.27 )  
From net realized gains     (0.49 )        
Total distributions     (0.59 )     (0.27 )  
Net asset value, end of period   $ 25.13     $ 22.67    
Total Return(b)      13.61 %     14.72 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 52,195     $ 57,960    
Net expenses to average daily net assets     0.62 %     0.62 %*   
Net investment income to average daily net assets     1.40 %     1.17 %*   
Portfolio turnover rate     53 %     40 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.34 %     0.51 %*   
Purchase premiums and redemption fees consisted of the following
per share amounts: 
  $ 0.02       (c)   

 

(a)  Period from July 20, 2004 (commencement of operations) through February 28, 2005.

(b)  The total return would have been lower had certain expenses not been reimbursed during the period shown. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(c)  For the period ended February 28, 2005, the Fund received no purchase premiums or redemption fees.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

19




GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Global Growth Fund (the "Fund"), which commenced operations on July 20, 2004, is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks a high total return through investing primarily in equity securities of both U.S. and non-U.S. issuers. The Fund's benchmark is the S&P/Citigroup (f/k/a Salomon Smith Barney) Primary Market Index ("PMI") World Growth Style Index.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. For other assets, and in cases where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's investments will be valued at "fair value", as determined in good faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close but before the close of the NYSE. As a result, foreign equity securities held by the Fund are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

20



GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. The value of the currencies the Fund has committed to buy or sell is shown in the Schedule of Investments and represents the currency exposure the Fund has acquired or hedged through forward currency contracts as of February 28, 2006.

Futures Contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with a futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the

21



GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. As of February 28, 2006, the Fund did not enter into any purchased option contracts.

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

22



GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the price of the security or index underlying these transactions. As of February 28, 2006, the Fund did not enter into any swap agreements.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. As of February 28, 2006, the Fund did not enter into any repurchase agreements.

23



GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. As of February 28, 2006, the Fund had no securities on loan.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary. Taxes on foreign interest and dividend income are generally withheld in accordance with the applicable country's tax treaty with the United States. The foreign withholding tax rates applicable to a Fund's investments in certain foreign jurisdictions may be higher if a significant portion of the Fund is held by non-U.S. shareholders. As of February 28, 2006, 99.9% of the Fund was held by a non-U.S. shareholder.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Dividends received by shareholders of the Fund which are derived from foreign source income and foreign taxes paid by the Fund may be treated, to the extent allowable under the Code, as if received and paid by the shareholders of the Fund.

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $1,128,306 and $678,209, respectively and long-term capital gains – $578,925 and $0, respectively.

24



GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $682,710 and $4,787,628 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to passive foreign investment company transactions.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 44,264,278     $ 9,474,506     $ (1,264,258 )   $ 8,210,248    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to foreign currency transactions. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ (661,934 )   $ 661,934     $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

25



GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Purchase and redemption of Fund shares

As of the date of this report, the premium on cash purchases and fee on redemptions of Fund shares were each 0.30% of the amount invested or redeemed. If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transactions costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in-capital. For the periods ended February 28, 2006 and February 28, 2005, the Fund received $280 and $0 in purchase premiums and $65,562 and $0 in redemption fees, respectively.

Investment risks

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

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.47% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for Class III shares.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.47% of average daily net assets.

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $1,167 and $431, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $33,149,136 and $47,414,234, respectively.

26



GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholder and related party

As of February 28, 2006, 99.9% of the outstanding shares of the Fund were held by one shareholder. Investment activities of this shareholder may have a material effect on the Fund.

As of February 28, 2006, less than 0.1% of the Fund's shares were held by one related party comprised of a certain GMO employee account, and 99.9% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Period from July 20, 2004
(commencement of operations)
through
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     332,529     $ 7,529,187       2,530,994     $ 50,620,710    
Shares issued to shareholders
in reinvestment of distributions
    69,037       1,642,031       26,085       576,478    
Shares repurchased     (881,718 )     (21,919,495 )              
Purchase premiums and
redemption fees
          65,842                
Net increase (decrease)     (480,152 )   $ (12,682,435 )     2,557,079     $ 51,197,188    

 

27




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Global Growth Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Global Growth Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

28



GMO Global Growth Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred * 
 
Class III  
  1 ) Actual     0.62 %   $ 1,000.00     $ 1,089.20     $ 3.21    
2) Hypothetical     0.62 %   $ 1,000.00     $ 1,021.72     $ 3.11    

 

*  Expenses are calculated using the Class's annualized expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

29



GMO Global Growth Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

During the year ended February 28, 2006, the Fund paid foreign taxes of $94,067 and recognized foreign source income of $959,398.

The Fund's distributions to shareholders include $578,925 from long-term capital gains.

For taxable, non-corporate shareholders, 75.98% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 37.85% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006, $16,169 and $677,407, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

30



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq.
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March
2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

31



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005) , Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present) ; Putnam Funds (December 1992 – June 2004) ; and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

32



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and Treasurer   Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

33



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham,
Mayo, Van Otterloo & Co. LLC (2000 – present).
 
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co.
LLC (February 1999 – present).
 

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

34




GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Fixed Income Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Inflation Indexed Bond Fund returned +2.6% for the fiscal year ended February 28, 2006, as compared to +3.2% for the Lehman Brothers U.S. Treasury TIPS Index.

The Fund underperformed the benchmark by 0.6% during the fiscal year. Curve positioning was attributable for much of the underperformance during the time period.

Real (inflation-adjusted) yields on Treasury Inflation-Protected Securities (TIPS) as of February 28, 2006 are around 2%. In addition to inflation-indexed bonds issued by the U.S. Treasury Department, the Fund holds inflation-indexed bonds issued by various U.S. Government agencies. While the Fund is permitted to own securities of foreign countries that are not in the benchmark, as of February 28, 2006, the portfolio is entirely invested in the United States. In addition, the Fund maintained an interest rate exposure quite similar to that of its benchmark. At fiscal year end, approximately 98% of the debt obligations held are AAA-rated and the remaining 2% are A-rated.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligation(s)     113.0 %  
Short-Term Investment(s)     0.5    
Mutual Fund     0.1    
Call Options Purchased     0.0    
Forward Currency Contracts     0.0    
Swaps     0.0    
Futures     0.0    
Reverse Repurchase Agreements     (14.0 )  
Other     0.4    
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

1




GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Par Value   Description   Value ($)  
    DEBT OBLIGATION(S) — 96.5%  
    United States — 96.5%  
    Corporate Debt — 1.9%  
  13,850,000     JP Morgan & Co. Series MTN, Variable Rate, CPI + 4.00%,
6.80%, due 02/15/12
    14,424,775    
    U.S. Government — 94.6%  
  21,433,400     U.S. Treasury Inflation Indexed Bond, 1.88%, due 07/15/13 (a)      21,282,696    
  41,155,135     U.S. Treasury Inflation Indexed Bond, 2.00%, due 01/15/16 (a)      41,148,705    
  31,734,080     U.S. Treasury Inflation Indexed Bond, 2.00%, due 01/15/26 (a)      31,922,501    
  34,682,790     U.S. Treasury Inflation Indexed Bond, 3.63%, due 04/15/28 (a)      45,309,814    
  19,755,450     U.S. Treasury Inflation Indexed Bond, 3.88%, due 04/15/29 (a)      26,978,536    
  17,178,594     U.S. Treasury Inflation Indexed Note, 3.63%, due 01/15/08 (a)      17,785,213    
  11,401,615     U.S. Treasury Inflation Indexed Note, 3.88%, due 01/15/09 (a)      12,062,552    
  1,754,835     U.S. Treasury Inflation Indexed Note, 4.25%, due 01/15/10 (a)      1,910,302    
  113,247,730     U.S. Treasury Inflation Indexed Note, 0.88%, due 04/15/10 (a)      108,558,566    
  237,362,103     U.S. Treasury Inflation Indexed Note, 2.00%, due 01/15/14 (a) (b)      237,399,191    
  21,406,100     U.S. Treasury Inflation Indexed Note, 2.00%, due 07/15/14 (a)      21,422,824    
  63,910,220     U.S. Treasury Inflation Indexed Note, 1.63%, due 01/15/15 (a)      61,972,942    
  28,333,760     U.S. Treasury Inflation Indexed Note, 1.88%, due 07/15/15 (a)      28,059,277    
  63,591,780     U.S. Treasury Inflation Indexed Note, 2.38%, due 01/15/25 (a)      67,566,266    
      723,379,385    
    Total United States     737,804,160    
    TOTAL DEBT OBLIGATION(S) (COST $744,872,329)     737,804,160    

 

See accompanying notes to the financial statements.

2



GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Shares   Description   Value ($)  
    MUTUAL FUNDS — 17.1%  
    Affiliated Issuer(s) — 17.1%  
  5,104,995     GMO Short-Duration Collateral Fund     130,687,876    
  28,918     GMO Special Purpose Holding Fund     237,997    
    TOTAL MUTUAL FUNDS (COST $130,675,192)     130,925,873    
    TOTAL INVESTMENTS — 113.6%
(Cost $875,547,521)
    868,730,033    
    Other Assets and Liabilities (net) — (13.6%)     (104,249,732 )  
    TOTAL NET ASSETS — 100.0%   $ 764,480,301    

 

See accompanying notes to the financial statements.

3



GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Reverse Repurchase Agreement

Face Value   Description   Market Value  
$ 106,687,670     Barclays Bank, 4.44%*, dated 2/3/06, to be repurchased on
demand by Barclays Bank, at face value, plus accrued interest.
  $ 107,029,781    
Average balance outstanding       $ 102,260,979    
Average interest rate         3.37 %  
Maximum balance outstanding       $ 174,978,515    
Average shares outstanding         45,820,319    
Average balance per share outstanding         2.23    

 

Average balance outstanding was calculated based on daily balances outstanding during the period that the Fund had entered into reverse repurchase agreements.

* Represents the current interest rate for a variable rate security.

Swap Agreements

Total Return Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Net
Unrealized
Appreciation
(Depreciation)
 
  8,000,000 USD     8/31/2006     JP Morgan Chase Bank     1 month LIBOR–         Lehman TIPS      
   
                  0.08 %     1 Y-10Y   $ 0    

 

Notes to Schedule of Investments:

CPI - Consumer Price Index

LIBOR - London Interbank Offered Rate

MTN - Medium Term Note

TIPS - Treasury Inflation Protected Securities

(a)  Indexed security in which price and/or coupon is linked to the prices of a specific instrument or financial statistic (Note 2).

(b)  All or a portion of this security has been segregated to cover collateral requirements on reverse repurchase agreements (Note 2).

Variable rates - The rates shown on variable rate notes are the current interest rates at February 28, 2006, which are subject to change based on the terms of the security.

See accompanying notes to the financial statements.

4




GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value (cost $744,872,329) (Note 2)   $ 737,804,160    
Investments in affiliated issuers, at value (cost $130,675,192) (Notes 2 and 8)     130,925,873    
Cash     188,032    
Receivable for Fund shares sold     12,220,500    
Interest receivable     2,557,771    
Receivable for expenses reimbursed by Manager (Note 3)     26,290    
Total assets     883,722,626    
Liabilities:  
Payable for investments purchased     12,000,000    
Payable to affiliate for (Note 3):  
Management fee     53,146    
Shareholder service fee     79,719    
Trustees and Chief Compliance Officer fees     1,410    
Payable for reverse repurchase agreements (Note 2)     107,029,781    
Accrued expenses     78,269    
Total liabilities     119,242,325    
Net assets   $ 764,480,301    
Net assets consist of:  
Paid-in capital   $ 773,062,508    
Distributions in excess of net investment income     (6,635,659 )  
Accumulated net realized gain     4,870,940    
Net unrealized depreciation     (6,817,488 )  
    $ 764,480,301    
Net assets attributable to:  
Class III shares   $ 764,480,301    
Shares outstanding:  
Class III     68,849,501    
Net asset value per share:  
Class III   $ 11.10    

 

See accompanying notes to the financial statements.

5



GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Interest   $ 24,411,624    
Dividends from affiliated issuers (Note 8)     2,237,995    
Total investment income     26,649,619    
Expenses:  
Management fee (Note 3)     524,634    
Shareholder service fee – Class III (Note 3)     786,951    
Custodian, fund accounting agent and transfer agent fees     189,688    
Audit and tax fees     37,279    
Legal fees     7,492    
Trustees fees and related expenses (Note 3)     9,848    
Registration fees     4,202    
Interest expense (Note 2)     3,613,441    
Miscellaneous     10,182    
Total expenses     5,183,717    
Fees and expenses reimbursed by Manager (Note 3)     (242,709 )  
Net expenses     4,941,008    
Net investment income (loss)     21,708,611    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers     7,544,550    
Investments in affiliated issuers     453,690    
Realized gains distributions from affiliated issuers (Note 8)     256,478    
Closed futures contracts     878,777    
Closed swap contracts     (239,500 )  
Net realized gain (loss)     8,893,995    
Change in net unrealized appreciation (depreciation) on:  
Investments     (12,504,947 )  
Open futures contracts     (376,470 )  
Net unrealized gain (loss)     (12,881,417 )  
Net realized and unrealized gain (loss)     (3,987,422 )  
Net increase (decrease) in net assets resulting from operations   $ 17,721,189    

 

See accompanying notes to the financial statements.

6



GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 21,708,611     $ 25,845,054    
Net realized gain (loss)     8,893,995       26,250,795    
Change in net unrealized appreciation (depreciation)     (12,881,417 )     (21,893,210 )  
Net increase (decrease) in net assets from operations     17,721,189       30,202,639    
Distributions to shareholders from:  
Net investment income  
Class III     (28,441,726 )     (26,930,343 )  
Net realized gains  
Class III     (8,798,710 )     (27,466,011 )  
Return of capital  
Class III     (685,212 )        
      (37,925,648 )     (54,396,354 )  
Net share transactions (Note 7):  
Class III     76,459,831       316,804,831    
Total increase (decrease) in net assets     56,255,372       292,611,116    
Net assets:  
Beginning of period     708,224,929       415,613,813    
End of period (including distributions in excess of net
investment income of $6,635,659 and $11,331,
respectively)
  $ 764,480,301     $ 708,224,929    

 

See accompanying notes to the financial statements.

7



GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)


Statement of Cash Flows For the Year Ended February 28, 2006

Cash flows from operating activities:  
Net investment income   $ 21,708,611    
Net accretion of investments     (11,058,255 )  
      10,650,356    
Investments purchased     (765,649,885 )  
Investments sold     781,966,208    
Short-term investments, net     2,380,535    
      18,696,858    
Realized gain distributions from affiliated issuers     256,478    
Changes in assets and liabilities:  
(Increase) decrease in interest receivable     199,650    
(Increase) decrease in receivable for fund shares sold     (11,935,500 )  
(Increase) decrease in receivable for variation margin on open futures contracts     187,875    
(Increase) decrease in receivable for expenses reimbursed by Manager     9,942    
Increase (decrease) in payable for Fund shares repurchased     (330,000 )  
Increase (decrease) in payable for securities purchased     12,000,000    
Increase (decrease) in payable to affiliate for:  
Management Fee     (1,603 )  
Trustees and Chief Compliance Officer fees     128    
Shareholder service fee     (2,405 )  
Increase (decrease) in accrued expenses     (48,546 )  
Net realized and unrealized gain on swaps and futures contracts     262,807    
Net cash provided (used in) operating activities     29,946,040    
Cash flows from financing activities*  
Proceeds from shares sold     432,094,002    
Shares redeemed     (391,388,123 )  
Cash distributions paid     (2,171,696 )  
Increase (decrease) in payable for reverse repurchase agreements     (68,292,191 )  
Net cash provided (used in) financing activities     (29,758,008 )  
Net increase in cash     188,032    
Cash and cash equivalents, beginning of period        
Cash and cash equivalents, end of period   $ 188,032    
*Supplemental disclosure of cash flow information:  
Reinvestment of dividends and distributions   $ 35,753,952    

 

See accompanying notes to the financial statements.

8




GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 11.53     $ 12.02     $ 11.72     $ 10.81     $ 10.64    
Income (loss) from investment operations:  
Net investment income (loss)     0.47       0.50       0.30       0.51       0.30    
Net realized and unrealized gain (loss)     (0.16 )     (0.05 )     0.56       1.25       0.29    
Total from investment operations     0.31       0.45       0.86       1.76       0.59    
Less distributions to shareholders:  
From net investment income     (0.56 )     (0.45 )     (0.33 )     (0.56 )     (0.37 )  
From net realized gains     (0.17 )     (0.49 )     (0.23 )     (0.29 )     (0.05 )  
From return of capital     (0.01 )                          
Total distributions     (0.74 )     (0.94 )     (0.56 )     (0.85 )     (0.42 )  
Net asset value, end of period   $ 11.10     $ 11.53     $ 12.02     $ 11.72     $ 10.81    
Total Return(a)      2.64 %     3.83 %     7.54 %     16.67 %     5.66 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 764,480     $ 708,225     $ 415,614     $ 278,088     $ 149,274    
Net operating expenses to average
daily net assets
    0.25 %     0.25 %     0.25 %     0.25 %     0.25 %  
Interest expense to average daily net assets(b)      0.69 %     0.26 %     0.13 %     0.15 %     0.17 %  
Total net expenses to average daily net assets(c)      0.94 %     0.51 %     0.38 %     0.40 %     0.42 %  
Net investment income to average daily
net assets
    4.14 %     4.17 %     3.49 %     4.55 %     4.15 %  
Portfolio turnover rate     118 %     161 %     57 %     75 %     40 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.05 %     0.05 %     0.06 %     0.06 %     0.09 %  

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(b)  Interest expense incurred as a result of entering into reverse repurchase agreements is included in the Fund's net expenses. Income earned on investing proceeds from reverse repurchase agreements is included in interest income.

(c)  Net expenses exclude expenses incurred indirectly through investment in underlying fund(s) (Note 3).

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

9




GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Inflation Indexed Bond Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return through direct and indirect investments in securities that are indexed or otherwise "linked" to general measures of inflation in the country of issue ("inflation indexed bonds") and other funds of the Trust ("underlying fund(s)") primarily GMO Short-Duration Collateral Fund. The Fund's benchmark is the Lehman Brothers U.S. Treasury TIPS Index.

Inflation indexed bonds issued by the U.S. Treasury are fixed income securities whose principal value is periodically adjusted according to the rate of U.S. inflation. Inflation indexed bonds issued by a foreign government are generally adjusted to reflect a comparable local inflation index.

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect). Shares of the GMO Special Purpose Holding Fund and the GMO Short-Duration Collateral Fund are not publicly available for direct purchase.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of the underlying fund(s) and other mutual funds are valued at their net asset value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued

10



GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

at fair value as determined in good faith by the Trustees or other persons acting at their direction. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value.

Some fixed income securities are valued at the closing bid for such securities as supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager is informed of erratic or unusual movements (including unusual inactivity) in the prices supplied for a security and, at its discretion, may override a price supplied by a source (by taking a price supplied by another source).

Certain investments in securities held by the Fund or underlying fund(s) are valued on the basis of a price provided by a principal market maker. The prices provided by the principal market makers may differ from the value that would be realized if the securities were sold and the differences could be material to the Fund or the underlying fund(s). As of February 28, 2006, the total value of these securities represented 7.1% of net assets.

GMO Special Purpose Holding Fund ("SPHF"), a holding of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. In July of 2005, SPHF entered into a settlement agreement with one defendant in the lawsuit and the Fund received $180,361 indirectly in conjunction with the settlement. In April of 2006, SPHF entered into an additional settlement agreement with another defendant and the Fund indirectly received $1,004,016 in conjunction with that settlement. Those settlement proceeds received in April 2006 are not reflected in the net asset value of the Fund as of February 28, 2006. The outcome of the lawsuits against the remaining defendants is not predictable and any potential recoveries are not reflected in the net asset value of the Fund. To the extent additional recoveries are realized, such recoveries may be material to the net asset value of the Fund.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future

11



GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. As of February 28, 2006, the Fund did not enter into any forward currency contracts.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with a futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. As of February 28, 2006, the Fund did not enter into any futures contracts.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. See the Schedule of Investments for indexed securities held by the Fund as of February 28, 2006.

12



GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into interest rate, total return and forward swap spread lock swap agreements. Interest rate swap agreements involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. Forward swap spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreements. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. See the Schedule of Investments for a summary of open swap agreements entered into by the Fund as of February 28, 2006.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. As of February 28, 2006, the Fund did not enter into any repurchase agreements.

13



GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities the Fund has sold but is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. Interest expense incurred as a result of entering into reverse repurchase agreements is included in the Fund's net expense. As of February 28, 2006, the Fund had entered into reverse repurchase agreements having a market value plus accrued interest of $107,029,781, collateralized by securities with a market value of $108,935,590. See the Schedule of Investments for open reverse repurchase agreements entered into by the Fund as of February 28, 2006.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 28, 2006, the Fund did not participate in securities lending.

Statement of cash flows

The cash amounts shown in the Statement of Cash Flows are the amounts reported as cash in the Fund's Statement of Assets and Liabilities and represent cash on hand at its custodian as of February 28, 2006.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund is seeking consent from the Internal Revenue Service to change its tax year-end from February 28/29, to December 31, effective December 31, 2005. The Fund is making this request, in consideration of both the nature of its investments and its above-noted intentions with regard to distributions,

14



GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

as well as coordinating its distributions for excise and income tax purposes. Accordingly the financial statements and related disclosures consider an expected change to the Fund's tax year-end.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended December 31, 2005 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $28,441,726 and $30,834,668, respectively, long-term capital gains – $0 and $23,561,686, respectively, and return of capital – $685,212 and $0, respectively.

The Fund's net investment income distributed to shareholders exceeded net investment income (loss), as disclosed in the Statement of Operations. The Fund made such distributions based on its estimated undistributed taxable ordinary income through December 31, 2005 (of which certain amounts were reversed, due to an absolute decline in the related inflation index), in accordance with the excise tax rules.

As of December 31, 2005, the Fund elected to defer to January 1, 2006 post-October capital losses of $410,720.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 870,124,238     $ 7,292,087     $ (8,686,292 )   $ (1,394,205 )  

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of December 31, 2005. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to certain differences in the computation of distributable income and capital gains under U.S. federal tax rules versus U.S. GAAP. The financial highlights exclude these adjustments.

Distributions in
Excess of Net
Investment Income
  Accumulated Net
Realized Gain
  Paid-in Capital  
$ 108,787     $ (4,924,406 )   $ 4,815,619    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

15



GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Security transactions and related investment income

Security transactions are accounted for on trade date. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities is accrued daily based upon an inflation adjusted principal. Additionally, any increase in the principal or face amount of the securities adjusted for inflation is recorded as interest income. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying fund(s). Because the underlying fund(s) have varied expense and fee levels and the Fund may own different proportions of underlying fund(s) at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.10% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for Class III shares.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.10% of the average daily net assets.

The Fund incurs fees and expenses indirectly as a shareholder in underlying fund(s). For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and
interest expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.001 %     0.000 %     0.002 %     0.003 %  

 

            

16



GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $5,219 and $3,556, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 28, 2006, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $ 610,786,890     $ 649,566,208    
Investments (non-U.S. Government securities)     154,862,995       132,400,000    

 

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholder and related parties

As of February 28, 2006, 49.2% of the outstanding shares of the Fund were held by one shareholder. Investment activities of this shareholder may have a material effect on the Fund.

As of February 28, 2006, 0.1% of the Fund's shares were held by nineteen related parties comprised of certain GMO employee accounts, and 88.8% of the Fund's shares were held by accounts for which the Manager has investment discretion.

17



GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     38,161,008     $ 432,094,002       29,549,567     $ 349,328,487    
Shares issued to shareholders
in reinvestment of distributions
    3,172,282       35,753,952       4,444,888       51,765,262    
Shares repurchased     (33,933,240 )     (391,388,123 )     (7,123,847 )     (84,288,918 )  
Net increase (decrease)     7,400,050     $ 76,459,831       26,870,608     $ 316,804,831    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the securities of affiliated issuers during the year ended February 28, 2006 is set forth below:



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gain
Distributions
  Value, end
of period
 
GMO Short-Duration
Collateral Fund
  $ 107,322,039     $ 154,862,995     $ 132,400,000     $ 2,237,995     $     $ 130,687,876    
GMO Special Purpose
Holding Fund
    448,523                         256,478       237,997 *  
Totals   $ 107,770,562     $ 154,862,995     $ 132,400,000     $ 2,237,995     $ 256,478     $ 130,925,873    

 

* After the effect of return of capital distributions of $159,419 on April 5, 2005 and $40,293 on February 21, 2006, respectively.

18




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Inflation Indexed Bond Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations, of changes in net assets and of cash flows and the financial highlights present fairly, in all material respects, the financial position of GMO Inflation Indexed Bond Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and cash flows and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

19



GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred*
 
Class III  
1) Actual     1.01 %   $ 1,000.00     $ 993.60     $ 4.99    
2) Hypothetical     1.01 %   $ 1,000.00     $ 1,019.79     $ 5.06    

 

*  Expenses are calculated using the Class's annualized expense ratio (including interest expense and indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

20



GMO Inflation Indexed Bond Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended December 31, 2005

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended December 31, 2005, $23,445,461 and $3,254,781, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

Note Concerning Prior Distribution:

Because adjustments on inflation indexed securities affect, for accounting purposes, the amount of income generated by such securities, subsequent changes in relevant inflation indices may result in adjustments of the Fund's income calculated for a given period. This occurred for the Fund when various inflation indices decreased subsequent to when distributions were made for the calendar year 2005. Of the $.434 net dividend income per share distributed on December 27, 2005, subsequent absolute declines in inflation indices now suggest that for accounting purposes $685,212, of such distribution (3.10%) was not derived from net investment income or net profits.

21



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

22



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004) ; and Providence Journal (a newspaper publisher) (December 1986 – December 2003)     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

23



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002;Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

24



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer,October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

25




GMO Foreign Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Foreign Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the International Active Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Foreign Fund returned +19.1% for the fiscal year ended February 28, 2006, as compared to +17.4% for the MSCI EAFE Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in international equity securities throughout the fiscal year.

Fair value pricing of the Fund subtracted 0.1% from returns versus the benchmark, which utilizes local close prices. Using the local close, which we do for attribution, the Fund returned +19.2% for the fiscal year.

Stock selection added 1.6% to returns for the fiscal year. Stock selection was positive in Japan and the United Kingdom.

Country selection outperformed the MSCI EAFE Index by 0.1%. The largest positive contribution to country selection came from an overweight position in Japan, which added 0.2%.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. The Fund commenced operations on June 28, 1996 subsequent to a transaction involving, in essence, the reorganization of the GMO International Equities Pool of the Common Fund for Non-Profit Organizations (the "GMO Pool") as the Foreign Fund. All information relating to the time periods prior to June 28, 1996 relates to the GMO Pool. Performance for Classes II, IV and M will vary due to different fees. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Foreign Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     94.1 %  
Preferred Stocks     0.8    
Rights and Warrants     0.0    
Short-Term Investment(s)     4.1    
Other     1.0    
      100.0 %  
Country Summary   % of Equity Investments  
Japan     28.9 %  
United Kingdom     23.8    
Germany     10.5    
France     5.4    
Netherlands     4.4    
Italy     3.7    
Switzerland     3.4    
Spain     3.2    
Hong Kong     1.9    
Australia     1.9    
Ireland     1.4    
Norway     1.3    
Taiwan     1.3    
Belgium     1.2    
Finland     1.1    
Singapore     1.1    
South Korea     1.1    
Sweden     0.8    
Brazil     0.8    
Austria     0.7    
Denmark     0.5    
New Zealand     0.3    
India     0.3    
Chile     0.2    
Malaysia     0.2    
Thailand     0.2    
Indonesia     0.2    
Canada     0.1    
Philippines     0.1    
Mexico     0.0    
      100.0 %  

 

1



GMO Foreign Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Financials     29.4 %  
Consumer Discretionary     15.9    
Industrials     15.8    
Consumer Staples     6.9    
Energy     6.7    
Telecommunication Services     6.5    
Materials     5.5    
Utilities     5.3    
Health Care     4.4    
Information Technology     3.6    
      100.0 %  

 

2




GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    COMMON STOCKS — 94.1%  
    Australia — 1.8%  
  1,080,000     Amcor Ltd     5,930,050    
  287,000     Commonwealth Bank of Australia     9,527,312    
  5,236,600     Foster's Group Ltd     21,079,355    
  1,054,125     Multiplex Group     2,470,632    
  1,186,650     National Australia Bank Ltd     32,207,894    
  16,477,000     SP AusNet *      16,210,279    
  656,551     TABCORP Holdings Ltd     7,380,926    
  4,005,586     Telstra Corp Ltd     11,398,123    
  514,027     Westpac Banking Corp     8,976,418    
  945,341     Woolworths Ltd     12,874,818    
      128,055,807    
    Austria — 0.7%  
  183,900     Erste Bank Der Oesterreichischen Sparkassen AG     11,178,701    
  29,330     Flughafen Wien AG     2,365,502    
  344,400     OMV AG     21,359,427    
  385,500     Telekom Austria AG     8,817,657    
  131,530     Wienerberger AG     6,098,271    
      49,819,558    
    Belgium — 1.1%  
  192,990     Belgacom SA     5,801,140    
  24,087     CIE Francois d' Enterprises     22,965,519    
  281,495     Fortis     10,027,206    
  52,985     Groupe Bruxelles Lambert SA     5,816,107    
  214,565     KBC Groep NV     22,399,833    
  72,092     Solvay SA     7,976,078    
  103,459     UCB SA     4,900,495    
      79,886,378    

 

See accompanying notes to the financial statements.

3



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Brazil — 0.7%  
  90,800     All America Latina Logistica     4,981,493    
  1,709,500     Companhia de Concessoes Rodoviarias     16,141,029    
  47,700     Gafisa SA GDR 144A *      1,105,209    
  482,300     Tam SA     10,890,645    
  349,500     Tractebel Energia SA     2,872,039    
  116,900     Unibanco-Uniao de Bancos Brasileiros SA GDR     10,281,355    
  71,600     Universo Online SA *      529,371    
      46,801,141    
    Canada — 0.1%  
  220,100     KAP Resources Ltd * (a)      1,937    
  1,209,500     QLT Inc * (b)      8,620,661    
      8,622,598    
    Chile — 0.2%  
  728,000     Inversiones Aguas Metropolitanas SA ADR 144A *      14,123,200    
    Denmark — 0.5%  
  999,200     Danske Bank A/S     35,628,502    
    Finland — 1.1%  
  330,800     Jaakko Poyry Group Oyj     13,784,585    
  1,141,250     Nokian Renkaat Oyj (b)      18,161,103    
  327,900     Ramirent Oyj     10,018,657    
  491,900     UPM-Kymmene Oyj     10,436,112    
  844,300     Uponor Oyj     22,094,972    
      74,495,429    
    France — 5.1%  
  48,260     Accor SA     2,900,367    
  163,400     Arcelor     5,970,852    
  113,340     Assurances Generales de France     11,773,632    
  467,440     Axa     16,527,875    
  107,905     BIC SA     6,582,037    
  382,371     BNP Paribas     35,387,249    

 

See accompanying notes to the financial statements.

4



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    France — continued  
  142,996     Cie de Saint-Gobain     9,539,831    
  189,717     Credit Agricole SA     6,929,570    
  29,410     Etablissements Economiques du Casino Guichard-Perrachon SA (b)      1,833,214    
  596,192     France Telecom SA     13,024,806    
  107,676     Groupe Danone     12,384,227    
  17,475     Guyenne et Gascogne SA (b)      1,779,773    
  94,492     Imerys SA (b)      8,071,038    
  76,278     Lafarge SA     7,979,841    
  128,166     Lagardere S.C.A.     9,907,896    
  118,800     L'Oreal SA     10,503,952    
  83,100     M6-Metropole Television     2,499,204    
  163,104     Michelin SA Class B     9,949,693    
  30,083     Pernod-Ricard     5,148,291    
  265,272     Peugeot SA     15,464,664    
  80,300     Publicis Groupe     3,063,708    
  216,733     Sanofi-Aventis     18,449,448    
  101,964     Schneider Electric SA     10,418,975    
  24,831     Sequana Capital     698,280    
  55,400     Societe Generale     7,845,407    
  137,852     Suez Lyon des Eaux VVPR Strip *      1,643    
  1,355,072     Suez SA     49,768,930    
  102,440     Technip SA     6,155,687    
  108,114     Thales SA     4,925,832    
  197,500     Total SA     49,671,007    
  115,031     Wendel Investissement     13,165,607    
      358,322,536    
    Germany — 9.3%  
  284,895     Adidas-Salomon AG     55,676,422    
  485,791     Allianz AG (Registered)     78,457,730    
  212,900     Bayerische Motoren Werke AG     10,235,068    
  605,510     Commerzbank AG     22,124,331    
  110,820     Continental AG     11,392,748    
  1,254,481     DaimlerChrysler AG (Registered)     69,708,493    
  758,600     Depfa Bank Plc     12,648,551    

 

See accompanying notes to the financial statements.

5



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Germany — continued  
  151,100     Deutsche Bank AG (Registered)     16,716,460    
  2,353,923     Deutsche Lufthansa AG (Registered)     38,784,391    
  915,900     Deutsche Post AG (Registered)     23,831,906    
  3,851,838     Deutsche Telekom (Registered)     60,866,747    
  170,170     Fraport AG (b)      13,002,939    
  311,818     Heidelberger Druckmaschinen (b)      13,388,027    
  525,900     Metro AG     28,013,095    
  476,474     Muenchener Rueckversicherungs AG (Registered)     64,683,632    
  1,024,837     Siemens AG (Registered)     94,252,588    
  594,300     TUI AG (b)      11,737,494    
  348,350     Volkswagen AG (b)      24,395,544    
      649,916,166    
    Hong Kong — 1.8%  
  2,296,600     Bank of East Asia Ltd     7,853,597    
  5,200,500     China Netcom Group     9,233,721    
  7,750,000     China Resources Power Holdings Co     5,164,635    
  7,991,000     Hang Lung Properties Ltd     14,301,788    
  2,585,000     Henderson Land Development Co Ltd     13,765,819    
  6,746,000     Hopewell Highway Infrastructure Ltd     5,341,826    
  2,702,500     Jardine Strategic Holdings Ltd     31,038,483    
  2,385,507     Kerry Properties Ltd     7,596,914    
  812,000     Swire Pacific Ltd Class A     7,752,921    
  7,737,500     Swire Pacific Ltd Class B     14,068,010    
  553,500     Wing Hang Bank Ltd     4,262,718    
  2,488,000     Yue Yuen Industrial Holdings     7,682,048    
      128,062,480    
    India — 0.3%  
  3,066,205     Arvind Mills Ltd     6,825,313    
  2,690,400     India Cements Ltd *      8,524,281    
  1,428,000     Jain Irrigation Systems Ltd *      7,221,197    
  1,897,489     Mirc Electronics Ltd     834,351    
      23,405,142    

 

See accompanying notes to the financial statements.

6



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Indonesia — 0.1%  
  15,605,000     Telekomunikasi Indonesia Tbk PT     10,325,307    
    Ireland — 1.4%  
  1,849,840     Allied Irish Banks Plc     44,191,211    
  1,892,770     Bank of Ireland     33,672,729    
  266,927     CRH Plc     8,755,661    
  425,300     Grafton Group Plc *      5,223,470    
  224,000     Irish Life & Permanent Plc     4,936,377    
      96,779,448    
    Italy — 3.4%  
  675,200     Alleanza Assicurazioni SPA (b)      8,357,580    
  264,531     Assicurazioni Generali SPA     9,489,371    
  1,500,528     Banca Intesa SPA     8,865,727    
  969,623     Banca Intesa SPA - Di RISP     5,331,300    
  941,124     Banca Monte dei Paschi di Siena SPA (b)      4,867,872    
  267,554     Buzzi Unicem SPA     5,535,779    
  3,380,935     Enel SPA     28,130,668    
  2,260,121     ENI SPA     64,612,583    
  833,510     Fiat SPA * (b)      9,023,030    
  460,020     Finmeccanica SPA     10,066,025    
  221,146     Grouppo Editoriale L'Espresso (b)      1,134,893    
  512,470     Italcementi SPA - Di RISP     7,304,167    
  58,000     Pagnossin SPA * (b)      60,160    
  829,300     Snam Rete Gas SPA     3,641,540    
  9,299,276     Telecom Italia Di RISP     21,366,514    
  11,311,498     Telecom Italia SPA     30,383,133    
  3,116,382     UniCredito Italiano SPA     22,666,567    
      240,836,909    
    Japan — 27.4%  
  313,700     Aisin Seiki Co Ltd     11,132,866    
  850,000     Asahi Breweries     11,488,903    
  1,009,600     Astellas Pharma Inc     38,975,895    

 

See accompanying notes to the financial statements.

7



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  956,000     Bridgestone Corp     18,642,916    
  928,000     Canon Inc     57,940,659    
  891     Central Japan Railway Co     8,725,535    
  1,283,700     Chubu Electric Power Co Inc     34,027,105    
  1,079,000     Daikin Industries Ltd     35,903,727    
  1,678,000     Daimaru Inc     22,565,568    
  815,000     Daiwa House Industry Co Ltd     13,043,859    
  3,676,000     Daiwa Securities Co Ltd     43,642,045    
  1,550,600     Denso Corp     56,566,510    
  5,928     East Japan Railway Co     42,171,217    
  719,100     Eisai Co Ltd     33,256,471    
  254,700     Fanuc Ltd     21,477,572    
  3,179,000     Fujitsu Ltd     25,330,532    
  803,900     Honda Motor Co Ltd     46,956,032    
  505,800     Hoya Corp     20,067,189    
  807,700     Isetan Co Ltd (b)      14,616,017    
  2,928,000     Isuzu Motors Ltd (b)      10,082,423    
  5,548,000     Itochu Corp     46,112,308    
  488,200     Japan Synthetic Rubber Co Ltd     14,377,395    
  512     Japan Tobacco Inc     8,796,311    
  1,055,200     JFE Holdings Inc     38,893,564    
  1,037,020     JTEKT Corp     19,643,699    
  616,000     Kaneka Corp     8,107,195    
  1,038,000     Kao Corp     28,194,633    
  7,527     KDDI Corp     38,660,962    
  1,726,000     Komatsu Ltd     30,609,883    
  103,718     Kose Corp     4,251,069    
  3,653,000     Kubota Corp     35,725,731    
  227,200     Lawson Inc     8,483,154    
  4,077,000     Matsushita Electric Industrial Co Ltd     85,736,931    
  2,112,200     Mitsubishi Corp     49,005,454    
  7,980,000     Mitsubishi Electric Corp     63,545,901    
  2,690,000     Mitsubishi Rayon Co Ltd     21,615,188    
  3,712     Mitsubishi Tokyo Financial Group Inc     55,113,365    

 

See accompanying notes to the financial statements.

8



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  1,375,000     Mitsui Fudosan Co Ltd     28,562,167    
  2,881,000     Mitsui Mining & Smelting Co Ltd     19,469,358    
  1,234,000     Mitsui OSK Lines Ltd     8,997,659    
  8,641     Mizuho Financial Group Inc     68,879,294    
  299,000     Mori Seiki Co (b)      5,503,261    
  312,000     Nikko Cordial Corp     4,911,581    
  3,121,500     Nippon Mining Holdings Inc     23,310,830    
  995,000     Nishi Nippon City Bank Ltd     5,099,735    
  4,099,200     Nissan Motor Co     47,057,739    
  331     Nomura Real Estate Office Fund (REIT)     2,686,348    
  1,367,000     NTN Corp     10,134,790    
  245,200     Omron Corp     6,804,642    
  167,100     ORIX Corp     43,992,524    
  506     Sapporo Hokuyo Holdings Inc     5,459,125    
  416,500     Sega Sammy Holdings Inc     16,987,046    
  492,800     Seven & I Holdings Co Ltd     20,158,071    
  675,000     Sharp Corp     11,907,298    
  567,000     Shionogi and Co Ltd     7,818,511    
  2,598,000     Sumitomo Electric Industries Ltd     39,040,202    
  3,604,000     Sumitomo Heavy Industries Ltd     32,231,286    
  11,911     Sumitomo Mitsui Financial Group Inc     130,084,723    
  438,000     Sumitomo Realty & Development Co Ltd     10,179,290    
  534,300     Takeda Pharmaceutical Co Ltd     29,762,895    
  290,000     TDK Corp     20,088,791    
  1,721     The Tokyo Star Bank Ltd * (b)      5,902,440    
  74,900     Tokyo Electron Ltd     4,988,167    
  3,699,000     Tokyo Gas Co Ltd     16,841,598    
  100,600     Tokyo Seimitsu Co Ltd     5,861,275    
  1,230,000     Tokyo Tatemono Co Ltd     11,896,739    
  2,315,000     Toray Industries Inc     17,836,969    
  2,600,000     Tosoh Corp     13,658,471    
  2,224,000     Toyota Motor Corp     118,555,767    
  282,500     Ushio Inc     6,903,563    
      1,925,057,939    

 

See accompanying notes to the financial statements.

9



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Malaysia — 0.2%  
  1,282,000     IOI Corp Berhad     4,764,140    
  3,000,000     MISC Berhad     7,826,003    
      12,590,143    
    Mexico — 0.0%  
  65,400     Ternium SA ADR * (b)      1,540,170    
    Netherlands — 4.2%  
  969,285     ABN Amro Holdings NV     28,245,707    
  1,089,409     Aegon NV     17,964,832    
  481,202     Akzo Nobel NV     24,428,498    
  626,650     Fortis NV     22,403,339    
  134,832     Fugro NV     5,042,426    
  1,244,454     Hagemeyer NV * (b)      5,008,342    
  139,274     Hal Trust (Participating Units) (b)      9,635,948    
  1,504,367     ING Groep NV     56,543,077    
  333,213     Koninklijke Ahold NV *      2,719,668    
  1,100,500     Koninklijke KPN NV     11,393,117    
  253,397     Koninklijke Wessanen NV     3,986,146    
  1,318,532     Philips Electronics NV     42,909,483    
  92,391     Philips Electronics NV ADR     3,004,555    
  359,307     TNT NV     11,687,752    
  102,523     Unilever NV     7,116,918    
  42,734     Univar NV     2,244,104    
  143,310     Van Ommeren Vopak NV     4,559,955    
  388,714     VNU NV     12,595,108    
  72,087     Wereldhave NV     7,684,979    
  648,219     Wolters Kluwer NV     14,221,078    
      293,395,032    
    New Zealand — 0.3%  
  394,477     Air New Zealand     336,454    
  1,073,119     Asian Growth Properties Ltd *      724,708    
  5,540,643     Telecom Corp of New Zealand     19,484,668    
      20,545,830    

 

See accompanying notes to the financial statements.

10



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Norway — 1.3%  
  978,398     Ekornes ASA     19,154,530    
  1,531,000     Norske Skogindustrier AS Class A     22,908,268    
  303,700     Orkla ASA     13,237,633    
  521,720     Prosafe ASA     25,883,101    
  252,700     Statoil ASA     6,471,336    
      87,654,868    
    Philippines — 0.1%  
  6,797,100     First General Corp *      5,916,238    
    Singapore — 1.1%  
  4,390,000     ComfortDelgro Corp Ltd     4,447,361    
  2,248,880     DBS Group Holdings Ltd     22,619,089    
  1,106,000     Keppel Corp Ltd     9,505,056    
  15,664,000     People's Food Holdings Ltd     11,068,583    
  907,000     Singapore Airlines Ltd     8,231,982    
  4,756,220     Singapore Telecommunications     7,624,609    
  6,923,000     Unisteel Technology Ltd     10,680,408    
      74,177,088    
    South Korea — 1.0%  
  19,865     Hansol Paper Co     274,136    
  1,459,100     KT Corp ADR     29,794,822    
  297,000     Samsung Electro Mechanics Co Ltd *      12,213,931    
  221,510     Samsung SDI Co Ltd     19,572,661    
  30,620     SK Telecom Co Ltd     6,363,062    
  147,700     SK Telecom Co Ltd ADR     3,566,955    
      71,785,567    
    Spain — 3.0%  
  446,340     ACS Actividades de Construccion y Servicios SA     16,645,491    
  220,603     Altadis SA     9,250,193    
  1,756,392     Banco Bilbao Vizcaya Argentaria SA     35,719,094    
  684,315     Banco Popular Espanol SA     9,178,413    

 

See accompanying notes to the financial statements.

11



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Spain — continued  
  1,552,932     Banco Santander Central Hispano SA     22,687,627    
  727,527     Endesa SA     24,361,427    
  154,600     Gas Natural SDG SA     4,702,730    
  516,593     Iberdrola SA     16,293,397    
  132,100     Inditex SA     4,741,914    
  124,750     Red Electrica de Espana     4,172,155    
  940,929     Repsol YPF SA     26,300,402    
  2,410,161     Telefonica SA     37,162,509    
      211,215,352    
    Sweden — 0.7%  
  606,090     Autoliv Inc SDR (b)      32,489,794    
  1,044,450     Lundin Mining Corp SDR *      19,199,612    
      51,689,406    
    Switzerland — 3.2%  
  66,900     Adecco SA     3,670,716    
  43,170     Baloise Holding Ltd     2,734,920    
  1,620     Bank Sarasin & Cie AG Class B (Registered)     3,765,472    
  2,822     Banque Cantonale Vaudoise     903,444    
  2,666     Belimo Holding AG (Registered)     1,787,382    
  20,560     Bobst Group AG (Registered)     877,869    
  90,460     Converium Holding AG *      996,636    
  441,250     Credit Suisse Group     24,438,715    
  9,335     Energiedienst Holding AG (Registered)     3,477,433    
  6,697     Forbo Holdings AG (Registered) *      1,692,276    
  8,262     Geberit AG (Registered)     7,495,952    
  141,905     Holcim Ltd     11,175,618    
  880     Jelmoli Holding AG (Bearer)     1,421,952    
  4,836     Jelmoli Holding AG (Registered)     1,569,144    
  102,120     Nestle SA (Registered)     30,023,654    
  408,284     Novartis AG (Registered)     21,970,998    
  93,700     Swatch Group AG     15,202,012    
  19,900     Swiss Life Holding     3,689,237    

 

See accompanying notes to the financial statements.

12



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Switzerland — continued  
  504     Swiss National Insurance Co (Registered)     261,701    
  427,926     Swiss Reinsurance Co (Registered)     30,483,453    
  31,330     Swisscom AG (Registered) (b)      9,408,743    
  344,440     UBS AG (Registered)     36,595,126    
  18,941     Valora Holding AG *      3,848,922    
  42,841     Zurich Financial Services AG *      10,116,635    
      227,608,010    
    Taiwan — 1.2%  
  3,528,000     Benq Corp     3,461,127    
  13,272,000     Chinatrust Financial Holding Co     11,132,194    
  675,000     Chunghwa Telecom Co Ltd ADR     12,757,500    
  689,860     Compal Electronics GDR 144A     3,318,227    
  4,223,465     Compal Electronics Inc     3,928,491    
  7,770,000     E.Sun Financial Holdings Co Ltd     5,206,275    
  3,127,000     Fubon Financial Holding Co Ltd     2,793,375    
  147,300     Fubon Financial Holding Co Ltd GDR (Registered)     1,318,335    
  21,079,000     Sinopac Holdings Co     11,150,976    
  646,070     Standard Foods Corp     267,961    
  645,300     Taiwan Semiconductor Manufacturing Co Ltd ADR     6,278,769    
  41,380,091     United Microelectronics Corp     24,131,936    
      85,745,166    
    Thailand — 0.2%  
  32,380,000     Charoen Pokphand Foods Pcl (Foreign Registered) (a)      4,470,775    
  16,559,000     Sino Thai Engineering & Construction Pcl (Foreign Registered) (a)      4,569,920    
  3,117,000     Thai Airways International Pcl (Foreign Registered) (a)      3,380,554    
      12,421,249    
    United Kingdom — 22.6%  
  860,900     Amvescap Plc     8,132,216    
  513,200     Anglo American Plc     19,118,085    
  767,408     Associated British Foods Plc     11,772,408    
  764,800     AstraZeneca Plc     35,320,622    

 

See accompanying notes to the financial statements.

13



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United Kingdom — continued  
  2,216,616     Aviva Plc     30,669,077    
  209,372     AWG Plc     4,063,689    
  1,421,628     BAA Plc     19,945,432    
  7,388,910     BAE Systems Plc     54,390,362    
  5,772,417     Barclays Plc     67,612,336    
  896,942     BBA Group Plc     4,211,479    
  2,436,846     BG Group Plc     28,542,356    
  579,847     BHP Billiton Plc     9,744,724    
  253,500     BOC Group     6,704,916    
  437,062     Boots Group Plc     5,435,015    
  8,445,151     BP Plc     93,420,735    
  224,100     Brambles Industries Plc     1,619,311    
  501,600     British Energy Plc (Deferred Shares) * (a) (c)         
  804,676     British Sky Broadcasting Plc     7,132,361    
  8,501,501     BT Group Plc     30,663,047    
  414,370     Bunzl Plc     4,643,386    
  229,783     Burberry Group Plc     1,845,139    
  2,765,801     Cable & Wireless Plc     5,166,838    
  718,800     Cadbury Schweppes Plc     7,301,944    
  976,047     Cattle's Plc     5,937,336    
  5,022,457     Centrica Plc     25,583,926    
  3,297,000     Cobham Group Plc     9,820,567    
  2,245,100     Compass Group Plc     8,546,136    
  2,036,297     Diageo Plc     31,250,992    
  1,981,282     DSG International Plc     5,974,503    
  55,095     DX Services Plc     293,676    
  260,981     Filtrona Plc     1,373,040    
  526,698     FKI Plc     1,121,776    
  1,857,345     Gallaher Group Plc     28,780,245    
  3,214,499     GlaxoSmithKline Plc     81,645,115    
  647,914     GUS Plc     11,923,084    
  741,658     Hanson Plc     9,054,038    
  1,132,961     Hays Plc     2,938,064    
  3,510,547     HBOS Plc     65,377,283    

 

See accompanying notes to the financial statements.

14



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United Kingdom — continued  
  4,292,773     HSBC Holdings Plc     73,463,729    
  1,005,670     ICAP Plc     7,835,362    
  755,120     Imperial Chemical Industries Plc     4,453,422    
  1,104,418     Imperial Tobacco Group Plc     33,215,285    
  177,057     Intercontinental Hotels Group Plc     2,721,419    
  1,577,300     International Power Plc *      7,903,198    
  3,918,000     ITV Plc     7,451,921    
  1,483,269     J Sainsbury Plc     8,328,369    
  343,370     Johnson Matthey Plc     8,606,883    
  283,803     Kesa Electricals Plc     1,321,759    
  1,698,210     Kingfisher Plc     6,792,329    
  1,717,091     Ladbrokes Group     11,083,974    
  8,637,744     Legal & General Group Plc     19,724,179    
  4,319,420     Lloyds TSB Group Plc     41,959,735    
  49,738     Lonmin Plc     1,978,508    
  1,255,000     Matalan Plc     4,029,434    
  1,936,500     Misys Plc     7,967,908    
  402,128     Mitchells & Butlers Plc     2,791,724    
  1,781,554     National Grid Plc     18,731,706    
  180,132     Next Plc     5,210,022    
  633,700     Northern Rock Plc     12,519,426    
  1,133,000     Old Mutual Plc     3,730,142    
  1,205,500     Pearson Plc     14,972,618    
  617,017     Peninsular & Oriental Steam Navigation Co     5,583,960    
  1,471,606     Photo-Me International Plc     2,535,138    
  2,440,417     Prudential Plc     25,818,400    
  446,590     Reed Elsevier Plc     4,031,659    
  2,581,620     Rentokil Initial Plc     7,109,619    
  66,311     Resolution Plc     774,433    
  621,169     Reuters Group Plc     4,136,965    
  625,836     Rexam Plc     5,565,080    
  2,239,511     Royal & Sun Alliance Insurance Group     5,106,431    
  3,229,884     Royal Bank of Scotland Group     108,036,173    
  525,440     Royal Dutch Shell Group Class A     15,840,699    

 

See accompanying notes to the financial statements.

15



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United Kingdom — continued  
  489,000     Royal Dutch Shell Plc A Shares     14,701,747    
  1,812,597     Royal Dutch Shell Plc B Shares     56,988,935    
  1,283,000     Sage Group Plc     6,235,714    
  1,534,421     Scottish & Newcastle Plc     13,778,739    
  912,260     Scottish & Southern Energy Plc     18,373,922    
  1,549,700     Scottish Power Plc     15,852,206    
  773,363     Severn Trent Plc     15,637,971    
  665,100     Shire Pharmaceuticals Plc     10,389,035    
  635,595     Slough Estates Plc     6,786,714    
  597,432     Smith (David S.) Holdings Plc     1,862,426    
  1,097,400     South African Breweries Plc     21,812,178    
  100,000     SSL International Plc     572,749    
  282,734     Standard Chartered Plc     7,383,511    
  431,000     Stolt-Nielsen SA     13,367,346    
  1,154,549     Tesco Plc     6,841,917    
  226,228     TI Automotive Ltd Class A * (a)         
  948,246     Tomkins Plc     5,535,856    
  216,525     Travis Perkins Plc     5,634,391    
  340,847     Trinity Mirror Plc     3,448,809    
  1,182,332     Unilever Plc     12,164,835    
  901,112     United Utilities Plc     10,789,769    
  377,082     Viridian Group Plc     6,665,194    
  27,125,890     Vodafone Group Plc     51,973,298    
  280,066     Whitbread Plc     5,200,027    
  1,201,036     William Morrison Supermarkets     4,490,510    
  652,021     Wolseley Plc     16,175,034    
  2,291,250     Wood Group (John) Plc     9,537,683    
  746,400     WPP Group Plc     8,668,219    
      1,589,275,603    
    TOTAL COMMON STOCKS (COST $4,583,105,289)     6,615,698,262    

 

See accompanying notes to the financial statements.

16



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    PREFERRED STOCKS — 0.8%  
    Brazil — 0.1%  
  602,400     Suzano Bahia Sul Papel e Celulose SA 0.64%     4,102,050    
    France — 0.0%  
  21,058     Casino Guichard Perrachon SA 4.55%     1,134,059    
    Germany — 0.7%  
  166,290     Henkel KGaA 1.46%     18,347,002    
  579,099     Volkswagen AG 2.82%     29,840,875    
      48,187,877    
    Italy — 0.0%  
  165,933     Fiat SPA *      1,432,432    
  76,871     IFI Istituto Finanziario Industries *      1,442,711    
      2,875,143    
    TOTAL PREFERRED STOCKS (COST $37,377,645)     56,299,129    
    RIGHTS AND WARRANTS — 0.0%  
    Thailand — 0.0%  
  2,759,833     Sino Thai Engineering & Construction Pcl Warrants, Expires 04/18/08 * (a)      92,914    
    TOTAL RIGHTS AND WARRANTS (COST $215,949)     92,914    

 

See accompanying notes to the financial statements.

17



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    SHORT-TERM INVESTMENT(S) — 4.1%  
  155,184,995     Boston Global Investment Trust (d)      155,184,995    
  131,400,000     Dresdner Bank AG Time Deposit, 4.55%, due 03/01/06     131,400,000    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $286,584,995)     286,584,995    
    TOTAL INVESTMENTS — 99.0%
(Cost $4,907,283,878)
    6,958,675,300    
    Other Assets and Liabilities (net) — 1.0%     67,808,419    
    TOTAL NET ASSETS — 100.0%   $ 7,026,483,719    

 

Notes to Schedule of Investments:

144A - Securities exempt from registration under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional investors.

ADR - American Depositary Receipt

Foreign Registered - Shares issued to foreign investors in markets that have foreign ownership limits.

GDR - Global Depository Receipt

REIT - Real Estate Investment Trust

SDR - Swedish Depository Receipt

Variable rates - The rates shown on variable rate notes are the current interest rates at February 28, 2006, which are subject to change based on the terms of the security.

*  Non-income producing security.

(a)  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees of GMO Trust (Note 2).

(b)  All or a portion of this security is out on loan (Note 2).

(c)  Bankrupt issuer.

(d)  All or a portion of this security represents investment of security lending collateral (Note 2).

As of February 28, 2006, 92.2% of the Net Assets of the Fund was valued using fair valued prices based on tools by a third party vendor (Note 2).

See accompanying notes to the financial statements.

18




GMO Foreign Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value, including securities on loan of $131,918,988
(cost $4,907,283,878) (Note 2)
  $ 6,958,675,300    
Foreign currency, at value (cost $186,443,890) (Note 2)     185,843,992    
Receivable for investments sold     64,590,267    
Receivable for Fund shares sold     172,759    
Dividends and interest receivable     8,824,036    
Foreign taxes receivable     1,079,567    
Receivable for expenses reimbursed by Manager (Note 3)     286,025    
Total assets     7,219,471,946    
Liabilities:  
Payable for investments purchased     25,631,174    
Collateral on securities loaned (Note 2)     155,184,995    
Payable for Fund shares repurchased     6,951,204    
Due to custodian     227,563    
Accrued capital gain and repatriation taxes payable (Note 2)     363,771    
Payable to affiliate for (Note 3):  
Management fee     3,200,716    
Shareholder service fee     788,902    
Administration fee – Class M     849    
Trustees and Chief Compliance Officer fees     9,465    
Payable for 12b-1 fee – Class M     2,184    
Accrued expenses     627,404    
Total liabilities     192,988,227    
Net assets   $ 7,026,483,719    

 

See accompanying notes to the financial statements.

19



GMO Foreign Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006 — (Continued)

Net assets consist of:  
Paid-in capital   $ 4,816,531,795    
Distributions in excess of net investment income     (32,007,207 )  
Accumulated net realized gain     191,804,969    
Net unrealized appreciation     2,050,154,162    
    $ 7,026,483,719    
Net assets attributable to:  
Class II shares   $ 1,213,447,282    
Class III shares   $ 3,800,326,348    
Class IV shares   $ 2,007,037,250    
Class M shares   $ 5,672,839    
Shares outstanding:  
Class II     72,668,355    
Class III     226,736,663    
Class IV     119,704,047    
Class M     338,579    
Net asset value per share:  
Class II   $ 16.70    
Class III   $ 16.76    
Class IV   $ 16.77    
Class M   $ 16.75    

 

See accompanying notes to the financial statements.

20



GMO Foreign Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends (net of withholding taxes of $12,350,000)   $ 154,756,056    
Interest (including securities lending income of $4,471,442)     9,875,723    
Total investment income     164,631,779    
Expenses:  
Management fee (Note 3)     36,583,320    
Shareholder service fee – Class II (Note 3)     2,141,583    
Shareholder service fee – Class III (Note 3)     5,887,748    
Shareholder service fee – Class IV (Note 3)     1,074,908    
12b-1 fee – Class M (Note 3)     10,662    
Administration fee – Class M (Note 3)     8,530    
Custodian and fund accounting agent fees     2,705,594    
Transfer agent fees     77,115    
Audit and tax fees     75,389    
Legal fees     101,830    
Trustees fees and related expenses (Note 3)     114,983    
Registration fees     99,815    
Miscellaneous     170,352    
Total expenses     49,051,829    
Fees and expenses reimbursed by Manager (Note 3)     (3,158,864 )  
Net expenses     45,892,965    
Net investment income (loss)     118,738,814    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments (net of foreign capital gains tax and CPMF
tax of $655,984 and $63,864, respectively) (Note 2)
    406,930,496    
Foreign currency, forward contracts and foreign currency related transactions     (12,335,748 )  
Net realized gain (loss)     394,594,748    
Change in net unrealized appreciation (depreciation) on:  
Investments (net of foreign capital gains tax accrual of $363,771) (Note 2)     628,142,477    
Foreign currency, forward contracts and foreign currency related transactions     (3,093,818 )  
Net unrealized gain (loss)     625,048,659    
Net realized and unrealized gain (loss)     1,019,643,407    
Net increase (decrease) in net assets resulting from operations   $ 1,138,382,221    

 

See accompanying notes to the financial statements.

21



GMO Foreign Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 118,738,814     $ 90,861,700    
Net realized gain (loss)     394,594,748       273,901,994    
Change in net unrealized appreciation (depreciation)     625,048,659       548,944,432    
Net increase (decrease) in net assets from operations     1,138,382,221       913,708,126    
Distributions to shareholders from:  
Net investment income  
Class II     (21,424,856 )     (20,351,355 )  
Class III     (83,505,010 )     (77,653,151 )  
Class IV     (28,114,634 )     (27,096,262 )  
Class M     (87,274 )     (91,041 )  
Total distributions from net investment income     (133,131,774 )     (125,191,809 )  
Net realized gains  
Class II     (54,410,141 )     (21,380,268 )  
Class III     (212,547,994 )     (80,817,446 )  
Class IV     (65,893,966 )     (27,299,080 )  
Class M     (237,365 )     (75,925 )  
Total distributions from net realized gains     (333,089,466 )     (129,572,719 )  
      (466,221,240 )     (254,764,528 )  
Net share transactions (Note 7):  
Class II     293,352,728       (79,831,540 )  
Class III     (282,786,170 )     993,325,125    
Class IV     697,266,022       104,840,700    
Class M     1,658,096       (10,038,565 )  
Increase (decrease) in net assets resulting from net share
transactions
    709,490,676       1,008,295,720    
Total increase (decrease) in net assets     1,381,651,657       1,667,239,318    
Net assets:  
Beginning of period     5,644,832,062       3,977,592,744    
End of period (including distributions in excess of net investment
income of $32,007,207 and $5,020,274, respectively)
  $ 7,026,483,719     $ 5,644,832,062    

 

See accompanying notes to the financial statements.

22




GMO Foreign Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class II share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 15.13     $ 13.29     $ 8.88     $ 9.94     $ 11.21    
Income (loss) from investment operations:  
Net investment income (loss)(a)      0.28       0.26       0.17       0.15       0.16    
Net realized and unrealized gain (loss)     2.46       2.28       4.46       (1.03 )     (1.20 )  
Total from investment operations     2.74       2.54       4.63       (0.88 )     (1.04 )  
Less distributions to shareholders:  
From net investment income     (0.33 )     (0.34 )     (0.22 )     (0.18 )     (0.11 )  
From net realized gains     (0.84 )     (0.36 )                 (0.12 )  
Total distributions     (1.17 )     (0.70 )     (0.22 )     (0.18 )     (0.23 )  
Net asset value, end of period   $ 16.70     $ 15.13     $ 13.29     $ 8.88     $ 9.94    
Total Return(b)      19.01 %     19.40 %     52.49 %     (9.00 )%     (9.37 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,213,447     $ 808,149     $ 781,448     $ 305,423     $ 100,127    
Net expenses to average daily net assets     0.82 %     0.82 %     0.82 %     0.82 %     0.82 %  
Net investment income to average daily net
assets
    1.82 %     1.92 %     1.47 %     1.54 %     1.56 %  
Portfolio turnover rate     25 %     23 %     25 %     22 %     22 %  
Fees and expenses reimbursed by
the Manager to average daily net assets:
    0.05 %     0.06 %     0.08 %     0.09 %     0.09 %  

 

(a)  Calculated using average shares outstanding throughout the period.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

See accompanying notes to the financial statements.

23



GMO Foreign Fund

(A Series of GMO Trust)

Financial Highlights — (Continued)
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 15.18     $ 13.34     $ 8.90     $ 9.95     $ 11.22    
Income (loss) from investment operations:  
Net investment income (loss)(a)      0.30       0.26       0.19       0.17       0.19    
Net realized and unrealized gain (loss)     2.45       2.30       4.47       (1.04 )     (1.23 )  
Total from investment operations     2.75       2.56       4.66       (0.87 )     (1.04 )  
Less distributions to shareholders:  
From net investment income     (0.33 )     (0.36 )     (0.22 )     (0.18 )     (0.11 )  
From net realized gains     (0.84 )     (0.36 )                 (0.12 )  
Total distributions     (1.17 )     (0.72 )     (0.22 )     (0.18 )     (0.23 )  
Net asset value, end of period   $ 16.76     $ 15.18     $ 13.34     $ 8.90     $ 9.95    
Total Return(b)      19.07 %     19.41 %     52.76 %     (8.89 )%     (9.33 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 3,800,326     $ 3,663,370     $ 2,260,046     $ 1,241,562     $ 1,049,456    
Net expenses to average daily net assets     0.75 %     0.75 %     0.75 %     0.75 %     0.75 %  
Net investment income to average daily net
assets
    1.97 %     1.87 %     1.67 %     1.77 %     1.88 %  
Portfolio turnover rate     25 %     23 %     25 %     22 %     22 %  
Fees and expenses reimbursed by
the Manager to average daily net assets:
    0.05 %     0.06 %     0.08 %     0.09 %     0.09 %  

 

(a)  Calculated using average shares outstanding throughout the period.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

See accompanying notes to the financial statements.

24



GMO Foreign Fund

(A Series of GMO Trust)

Financial Highlights — (Continued)
(For a Class IV share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 15.18     $ 13.34     $ 8.90     $ 9.96     $ 11.22    
Income (loss) from investment operations:  
Net investment income (loss)(a)      0.31       0.28       0.19       0.18       0.20    
Net realized and unrealized gain (loss)     2.47       2.28       4.48       (1.05 )     (1.22 )  
Total from investment operations     2.78       2.56       4.67       (0.87 )     (1.02 )  
Less distributions to shareholders:  
From net investment income     (0.35 )     (0.36 )     (0.23 )     (0.19 )     (0.12 )  
From net realized gains     (0.84 )     (0.36 )                 (0.12 )  
Total distributions     (1.19 )     (0.72 )     (0.23 )     (0.19 )     (0.24 )  
Net asset value, end of period   $ 16.77     $ 15.18     $ 13.34     $ 8.90     $ 9.96    
Total Return(b)      19.22 %     19.47 %     52.84 %     (8.92 )%     (9.19 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 2,007,037     $ 1,169,805     $ 923,221     $ 207,858     $ 134,357    
Net expenses to average daily net assets     0.69 %     0.69 %     0.70 %     0.69 %     0.69 %  
Net investment income to average daily net
assets
    1.98 %     2.00 %     1.65 %     1.79 %     1.97 %  
Portfolio turnover rate     25 %     23 %     25 %     22 %     22 %  
Fees and expenses reimbursed by
the Manager to average daily net assets:
    0.05 %     0.06 %     0.09 %     0.09 %     0.09 %  

 

(a)  Calculated using average shares outstanding throughout the period.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

See accompanying notes to the financial statements.

25



GMO Foreign Fund

(A Series of GMO Trust)

Financial Highlights — (Continued)
(For a Class M share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002   
Net asset value, beginning of period   $ 15.19     $ 13.25     $ 8.86     $ 9.93     $ 9.85    
Income (loss) from investment operations:  
Net investment income (loss)(a)      0.24       0.30       0.14       0.05       0.00 (b)   
Net realized and unrealized gain (loss)     2.46       2.21       4.45       (0.93 )     0.08    
Total from investment operations     2.70       2.51       4.59       (0.88 )     0.08    
Less distributions to shareholders:  
From net investment income     (0.30 )     (0.21 )     (0.20 )     (0.19 )        
From net realized gains     (0.84 )     (0.36 )                    
Total distributions     (1.14 )     (0.57 )     (0.20 )     (0.19 )        
Net asset value, end of period   $ 16.75     $ 15.19     $ 13.25     $ 8.86     $ 9.93    
Total Return(c)      18.66 %     19.18 %     52.10 %     (9.09 )%     0.81 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 5,673     $ 3,508     $ 12,878     $ 4,449     $ 1    
Net expenses to average daily net assets     1.05 %     1.05 %     1.05 %     1.06 %     1.05 %*   
Net investment income to average daily net assets     1.56 %     2.24 %     1.23 %     0.55 %     0.35 %*   
Portfolio turnover rate     25 %     23 %     25 %     22 %     22 %††   
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.05 %     0.06 %     0.08 %     0.10 %     0.09 %*   

 

(a)  Calculated using average shares outstanding throughout the period.

(b)  Net investment income earned was less than $.01 per share.

(c)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

†  Period from January 25, 2002 (commencement of operations) to February 28, 2002.

††  Calculation represents portfolio turnover of the Fund for the year ended February 28, 2002.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

26




GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Foreign Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return through investment in equity securities of non-U.S. issuers. The Fund's benchmark is the MSCI EAFE Index (Europe, Australasia, and Far East).

Throughout the year ended February 28, 2006, the Fund had four classes of shares outstanding: Class II, Class III, Class IV, and Class M. Class M shares bear an administration fee and a 12b-1 fee while classes II, III, and IV bear a shareholder service fee (See Note 3). The principal economic difference among the classes of shares is the type and level of fees borne by the classes. Eligibility for and automatic conversion among the various classes of shares, except Class M, is generally based on the total amount of assets invested in the Fund or with GMO, as more fully outlined in the Trust's prospectus.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. For other assets, and in cases where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's investments will be valued at "fair value", as determined in good faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many

27



GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after the close but before the close of the NYSE. As a result, foreign equity securities held by the Fund are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. As of February 28, 2006, the Fund did not enter into any forward currency contracts.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with a futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or

28



GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. As of February 28, 2006, the Fund did not enter into any futures contracts.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. As of February 28, 2006, the Fund did not enter into any purchased option contracts. Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for

29



GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. As of February 28, 2006, the Fund had loaned securities having a market value of $131,918,988, collateralized by cash in the amount of $155,184,995, which was invested in short-term instruments.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary. Taxes on foreign interest and dividend income are generally withheld in accordance with the applicable country's tax treaty with the United States.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Dividends received by shareholders of the Fund which are derived from foreign source income and foreign taxes paid by the Fund may be treated, to the extent allowable under the Code, as if received and paid by the shareholders of the Fund.

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests. The Fund has recorded a deferred tax liability in respect of unrealized appreciation (depreciation) on foreign securities of $363,771 for potential capital gains and repatriation taxes as of February 28, 2006. The accrual for capital gains and repatriation taxes is included in net unrealized gain (loss) in the Statement of Operations. For the year ended February 28, 2006, the Fund incurred $655,984 in capital gain taxes which is included in net realized gain (loss) in the Statement of Operations.

The Fund is subject to a Contribuição Provisória sobre Movimentações Financiera ("CPMF") tax which is applied to foreign exchange transactions representing capital inflows or outflows to/from the Brazilian

30



GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

market. The CPMF tax has been included in the net realized gain (loss) on investments throughout the period. For the year ended February 28, 2006, the Fund incurred $63,864 in CPMF tax which is included in net realized gain in the Statement of Operations.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $156,919,958 and $125,191,809, respectively and long-term capital gains – $309,301,282 and $129,572,719, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $46,993,835 and $169,059,485 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to passive foreign investment company transactions and losses on wash sale transactions.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:


Aggregate Cost
  Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 4,963,445,145     $ 2,048,520,459     $ (53,290,304 )   $ 1,995,230,155    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to foreign currency transactions. The financial highlights exclude these adjustments.

Distributions
In Excess of Net
Investment Income
  Accumulated
Net Realized Gain
  Paid-in Capital  
$ (12,593,973 )   $ 12,593,973     $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities

31



GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Allocation of operating activity

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. Investment income, common expenses and realized and unrealized gains and losses are allocated pro rata among the classes of shares of the Fund based on the relative net assets of each class. Shareholder service, 12b-1, and administration fees, which are directly attributable to a class of shares, are charged to that class's operations.

Investment risks

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

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.60% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets of each class at the annual rate of 0.22% for Class II shares, 0.15% for Class III shares, and 0.09% for Class IV shares.

Class M shares of the Fund pay GMO an administration fee monthly at the annual rate of 0.20% of average daily Class M net assets for support services provided to Class M shareholders.

Fund Distributors, Inc. (the "Distributor") serves as the Fund's distributor. Pursuant to a Rule 12b-1 distribution and service plan adopted by the Fund, Class M shares of the Fund may pay a fee, at the annual rate of 1.00% of average daily Class M net assets for any activities or expenses primarily intended to result in the sale of Class M shares of the Fund and/or the provision of certain other services incidental thereto. The Trustees currently limit payments on Class M shares to 0.25% of the Fund's average daily net asset value attributable to its Class M shares. This fee may be spent by the Distributor on personal services rendered to Class M shareholders of the Fund and/or maintenance of Class M shareholder accounts.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees (Class II, Class III

32



GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

and Class IV only), administration fees (Class M only), 12b-1 fees (Class M only), fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.60% of the average daily net assets.

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $66,881 and $39,271, respectively. No remuneration is paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $1,659,162,169 and $1,470,822,316, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Related parties

As of February 28, 2006, less than 0.1% of the Fund's shares were held by fourteen related parties comprised of certain GMO employee accounts, and 0.6% of the Fund's shares were held by accounts for which the Manager has investment discretion.

33



GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class II:   Shares   Amount   Shares   Amount  
Shares sold     20,435,753     $ 315,944,888       9,864,921     $ 135,159,548    
Shares issued to shareholders
in reinvestment of distributions
    4,621,131       70,186,396       2,677,947       39,124,025    
Shares repurchased     (5,804,846 )     (92,778,556 )     (17,908,586 )     (254,115,113 )  
Net increase (decrease)     19,252,038     $ 293,352,728       (5,365,718 )   $ (79,831,540 )  
    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     54,877,217     $ 816,011,668       73,613,892     $ 1,012,049,726    
Shares issued to shareholders
in reinvestment of distributions
    16,054,197       244,024,637       8,609,335       126,389,249    
Shares repurchased     (85,541,651 )     (1,342,822,475 )     (10,356,779 )     (145,113,850 )  
Net increase (decrease)     (14,610,237 )   $ (282,786,170 )     71,866,448     $ 993,325,125    
    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     49,623,322     $ 800,078,517       6,486,623     $ 85,105,954    
Shares issued to shareholders
in reinvestment of distributions
    5,715,726       87,337,578       3,345,917       49,084,746    
Shares repurchased     (12,672,320 )     (190,150,073 )     (2,003,741 )     (29,350,000 )  
Net increase (decrease)     42,666,728     $ 697,266,022       7,828,799     $ 104,840,700    
    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class M:   Shares   Amount   Shares   Amount  
Shares sold     129,243     $ 1,984,452       304,303     $ 4,053,057    
Shares issued to shareholders
in reinvestment of distributions
    21,242       324,639       11,731       166,966    
Shares repurchased     (42,894 )     (650,995 )     (1,056,646 )     (14,258,588 )  
Net increase (decrease)     107,591     $ 1,658,096       (740,612 )   $ (10,038,565 )  

 

34




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Foreign Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Foreign Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

35



GMO Foreign Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs; and (2) ongoing costs, including management fees, shareholder service fees, distribution and/or service (12b-1) 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual Expenses

The first line of the table for each class 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

36



GMO Foreign Fund

(A Series of GMO Trust)

Fund Expenses — (Continued)
February 28, 2006 (Unaudited)

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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class II      
1) Actual     0.82 %   $ 1,000.00     $ 1,151.60     $ 4.37    
2) Hypothetical     0.82 %   $ 1,000.00     $ 1,020.73     $ 4.11    
Class III      
1) Actual     0.75 %   $ 1,000.00     $ 1,152.20     $ 4.00    
2) Hypothetical     0.75 %   $ 1,000.00     $ 1,021.08     $ 3.76    
Class IV      
1) Actual     0.69 %   $ 1,000.00     $ 1,152.80     $ 3.68    
2) Hypothetical     0.69 %   $ 1,000.00     $ 1,021.37     $ 3.46    
Class M      
1) Actual     1.05 %   $ 1,000.00     $ 1,150.10     $ 5.60    
2) Hypothetical     1.05 %   $ 1,000.00     $ 1,019.59     $ 5.26    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

37



GMO Foreign Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $309,301,282 from long-term capital gains.

During the year ended February 28, 2006, the Fund paid foreign taxes of $13,005,984 and recognized foreign source income of $167,104,702.

For taxable, non-corporate shareholders, 75.57% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006, $4,268,861 and $17,541,463, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

38



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005) ; Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

39



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003)     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

40



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002;Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

41



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

42




GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Fixed Income Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Currency Hedged International Bond Fund returned +6.0% for the fiscal year ended February 28, 2006, as compared to +6.0% for the JPMorgan Non-U.S. Government Ex-Japan Bond Index (Hedged). The Fund's exposure to various issues is achieved directly and indirectly through its investment in certain underlying GMO mutual funds, including the GMO Emerging Country Debt Fund, the GMO World Opportunity Overlay Fund, and the GMO Short-Duration Collateral Fund.

The Fund was even with the benchmark during the fiscal year. Interest rate strategy underperformance offset value added from currency selection, emerging debt exposure, and cash management.

Global bond yields fell across the board during the first half of 2005, although they began heading higher in the third quarter of 2005 and carrying into the New Year. Major, sustained bond market positions included overweights in Sweden and Canada and underweights in the U.K. and Switzerland. The Fund had been overweight Australia early in 2005 and moved to an underweight position later in the year. U.S., Canada, Australia, and Euro-area positions were the largest positive contributors. Underweights in the U.K. and Switzerland and a recent overweight in Japan detracted from performance.

The U.S. dollar gained versus most currencies in 2005, began weakening in December, then stabilized in February. For much of 2005 the Fund had been overweight relatively higher yielding currencies like Australian dollars, New Zealand dollars, and British sterling and underweight lower yielding currencies such as Japanese yen and euro. In general, the underweights added value, while the overweights did not.

Emerging country debt exposure added value as did cash management strategies.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.

*  JPMorgan Non-U.S. ex-Japan Government Bond Index (Hedged) + represents the JPMorgan Non-U.S. Government Bond Index (Hedged) prior to 12/31/03 and the JPMorgan Non-U.S. ex-Japan Government Bond Index (Hedged) thereafter.



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligation(s)     95.7 %  
Short-Term Investment(s)     2.5    
Mutual Funds     0.9    
Put Options Purchased     0.2    
Forward Currency Contracts     0.2    
Call Options Purchased     0.2    
Loan Assignments     0.2    
Loan Participations     0.2    
Swaps     0.1    
Forward Start Options     0.0    
Promissory Notes     0.0    
Rights and Warrants     0.0    
Written Options     (0.1 )  
Futures     (0.5 )  
Reverse Repurchase Agreements     (0.5 )  
Other     0.9    
      100.0 %  
Country Summary**   % of Investments  
Euro Region***     89.5 %  
Canada     20.7    
Sweden     20.1    
Japan     3.3    
United Kingdom     (2.7 )  
Switzerland     (7.7 )  
United States     (10.4 )  
Australia     (12.8 )  
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

**  The table above incorporates aggregate country exposure. The table excludes short-term investment(s) and any investment in underlying fund(s) that is less than 3% of invested assets. The table includes the value of derivative contracts.

***  The "Euro Region" is comprised of Belgium, Finland, France, Germany, Ireland, Italy, Netherlands and Spain.

1




GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Par Value /
Principal Amount
  Description   Value ($)  
    DEBT OBLIGATION(S) — 2.5%  
    United States — 2.5%  
    U.S. Government  
  18,007,800     U.S. Treasury Inflation Indexed Note, 3.88%, due 01/15/09 (a) (b)      19,051,690    
  5,000,000     U.S. Treasury Note, 3.75%, due 03/31/07 (a)      4,946,875    
    Total United States     23,998,565    
    TOTAL DEBT OBLIGATION(S) (COST $24,257,432)     23,998,565    
    CALL OPTIONS PURCHASED — 0.1%  
    Currency Options — 0.1%  
  49,200,000     AUD Call/USD Put, Expires 06/07/06, Strike 0.744     572,550    
    TOTAL CALL OPTIONS PURCHASED (COST $909,771)     572,550    
    PUT OPTIONS PURCHASED — 0.2%  
    Currency Options — 0.2%  
  5,500,000,000     USD Put/JPY Call, Expires 04/04/06, Strike 116.30     750,695    
  5,600,000,000     USD Put/JPY Call, Expires 04/18/06, Strike 118.50     1,509,200    
      2,259,895    
    TOTAL PUT OPTIONS PURCHASED (COST $1,840,797)     2,259,895    
    FORWARD START OPTIONS — 0.0%  
    Currency Options — 0.0%  
  6,740,000,000     JPY Put/USD Call, Expires 09/18/06, Strike TBD     26,016    
    TOTAL FORWARD START OPTIONS (COST $0)     26,016    

 

See accompanying notes to the financial statements.

2



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    MUTUAL FUNDS — 96.7%  
    Affiliated Issuer(s) — 96.7%  
  2,568,071     GMO Emerging Country Debt Fund, Class III     29,019,205    
  27,410,352     GMO Short-Duration Collateral Fund     701,705,018    
  5,496     GMO Special Purpose Holding Fund     45,229    
  7,590,061     GMO World Opportunity Overlay Fund     191,497,233    
    TOTAL MUTUAL FUNDS (COST $916,970,380)     922,266,685    
    TOTAL INVESTMENTS — 99.5%
(Cost $943,978,380)
    949,123,711    
        Other Assets and Liabilities (net) — 0.5%     4,770,734    
    TOTAL NET ASSETS — 100.0%   $ 953,894,445    

 

See accompanying notes to the financial statements.

3



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/Receive   Units of Currency   Value   Net Unrealized
Appreciation
(Depreciation)
 
Buys  
3/21/06   AUD     172,000,000     $ 127,650,751     $ (561,127 )  
4/18/06   CHF     48,700,000       37,295,736       (368,611 )  
4/11/06   GBP     31,900,000       55,967,670       273,344    
3/07/06   JPY     11,790,000,000       101,917,614       133,414    
5/02/06   NZD     79,800,000       52,613,736       176,796    
    $ (346,184 )  
Sales  
3/21/06   AUD     137,000,000     $ 101,675,308     $ 1,121,654    
3/28/06   CAD     41,900,000       36,892,574       (575,250 )  
4/18/06   CHF     68,500,000       52,459,095       182,576    
4/25/06   EUR     95,700,000       114,435,260       (75,775 )  
4/11/06   GBP     21,000,000       36,843,920       449,980    
3/07/06   JPY     33,920,000,000       293,218,445       2,297,113    
    $ 3,400,298    

 

Forward Cross Currency Contracts

Settlement
Date
  Deliver/Units of Currency   Receive/In Exchange For   Net Unrealized
Appreciation
(Depreciation)
 
3/14/06   EUR 59,900,000     NOK 475,324,470     $ (962,787 )  
4/04/06   EUR 47,100,000     SEK 435,296,316       (1,111,431 )  
4/04/06   SEK 655,048,643     EUR 70,100,000       743,719    
3/14/06   NOK 253,343,575     EUR 31,500,000       4,798    
    $ (1,325,701 )  

 

See accompanying notes to the financial statements.

4



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
  Buys                            
  1,940     Canadian Government
Bond 10 Yr.
  June 2006   $ 192,506,313     $ (270,594 )  
  1,821     EURO BOBL   March 2006     243,413,384       (1,852,556 )  
  3,794     EURO Bund   March 2006     544,503,191       (2,890,382 )  
  21     Japanese Government
Bond 10 Yr. (TSE)
  March 2006     24,670,985       (17,938 )  
    $ (5,031,470 )  
  Sales                            
  537     Australian Government
Bond 10 Yr.
  March 2006   $ 42,033,080     $ 216,769    
  1,059     Australian Government
Bond 3 Yr.
  March 2006     80,226,306       141,459    
  1,500     Federal Fund 30 day   March 2006     596,610,225       (36,414 )  
  334     U.S. Long Bond   June 2006     37,773,312       46,237    
  184     U.S. Treasury Note 10 Yr.   June 2006     19,854,750       15,794    
  1,029     U.S. Treasury Note 5 Yr.   June 2006     108,237,938       (199,756 )  
  146     UK Gilt Long Bond   June 2006     29,044,142       122,489    
    $ 306,578    

 

As of February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

See accompanying notes to the financial statements.

5



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Swap Agreements

Interest Rate Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable Rate   Net Unrealized
Appreciation
(Depreciation)
 
  50,000,000     SEK   3/17/2008   Deutsche Bank AG   Receive     2.90 %   3 Month SEK STIBOR   $ 4,554    
  188,000,000     SEK   3/17/2008   JP Morgan Chase Bank   Receive     2.90 %   3 Month SEK STIBOR     17,218    
  179,000,000     SEK   3/15/2011   Citigroup   Receive     3.40 %   3 Month SEK STIBOR     4,971    
  83,000,000     SEK   3/15/2011   Deutsche Bank AG   Receive     3.40 %   3 Month SEK STIBOR     2,305    
  48,000,000     SEK   3/15/2011   JP Morgan Chase Bank   Receive     3.40 %   3 Month SEK STIBOR     1,333    
  54,000,000     CHF   3/15/2011   Deutsche Bank AG   (Pay)     2.25 %   6 Month CHF LIBOR     32,501    
  226,000,000     SEK   3/15/2013   Deutsche Bank AG   Receive     3.50 %   3 Month SEK STIBOR     (63,034 )  
  161,000,000     SEK   3/15/2013   JP Morgan Chase Bank   Receive     3.50 %   3 Month SEK STIBOR     (44,905 )  
  22,500,000     CHF   3/15/2013   JP Morgan Chase Bank   (Pay)     2.40 %   6 Month CHF LIBOR     (945 )  
  133,000,000     SEK   3/15/2016   Deutsche Bank AG   Receive     3.75 %   3 Month SEK STIBOR     129,074    
  162,000,000     SEK   3/15/2016   JP Morgan Chase Bank   Receive     3.75 %   3 Month SEK STIBOR     157,217    
  26,600,000     CHF   3/15/2016   Deutsche Bank AG   (Pay)     2.50 %   6 Month CHF LIBOR     66,196    
                            $ 306,485    

 

Total Return Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Net Unrealized
Appreciation
(Depreciation)
 
  3,000,000     USD   7/21/2006   JP Morgan Chase Bank   1 month   Return on JP Morgan  
 
                LIBOR   Non - U.S. Hedged Traded  
 
                    Total Return Government  
 
                    Bond Index   $ (8,172 )  

 

Notes to Schedule of Investments:

(a)  All or a portion of this security has been segregated to cover margin requirements on open financial futures contracts (Note 2).

(b)  Indexed security in which price and/or coupon is linked to the prices of a specific instrument or financial statistic (Note 2).

Currency Abbreviations:

AUD - Australian Dollar   JPY - Japanese Yen  
CAD - Canadian Dollar   NOK - Norwegian Krone  
CHF - Swiss Franc   NZD - New Zealand Dollar  
EUR - Euro   SEK - Swedish Krona  
GBP - British Pound   USD - United States Dollar  

 

See accompanying notes to the financial statements.

6




GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value (cost $27,008,000) (Note 2)   $ 26,857,026    
Investments in affiliated issuers, at value (cost $916,970,380) (Notes 2 and 8)     922,266,685    
Cash     951,928    
Interest receivable     170,971    
Unrealized appreciation on open forward currency and cross currency contracts (Note 2)     5,383,394    
Receivable for variation margin on open futures contracts (Note 2)     2,045,424    
Receivable for open swap contracts (Note 2)     415,369    
Receivable for expenses reimbursed by Manager (Note 3)     43,053    
Total assets     958,133,850    
Liabilities:  
Foreign cash due to custodian     41,516    
Payable to affiliate for (Note 3):  
Management fee     183,194    
Shareholder service fee     109,916    
Trustees and Chief Compliance Officer fees     1,256    
Unrealized depreciation on open forward currency and cross currency contracts (Note 2)     3,654,981    
Payable for open swap contracts (Note 2)     117,056    
Accrued expenses     131,486    
Total liabilities     4,239,405    
Net assets   $ 953,894,445    
Net assets consist of:  
Paid-in capital   $ 967,417,699    
Distributions in excess of net investment income     (21,395,014 )  
Accumulated net realized gain     4,635,968    
Net unrealized appreciation     3,235,792    
    $ 953,894,445    
Net assets attributable to:  
Class III shares   $ 953,894,445    
Shares outstanding:  
Class III     105,561,416    
Net asset value per share:  
Class III   $ 9.04    

 

See accompanying notes to the financial statements.

7



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 23,599,347    
Interest (including securities lending income of $5)     1,048,196    
Total investment income     24,647,543    
Expenses:  
Management fee (Note 3)     2,683,031    
Shareholder service fee – Class III (Note 3)     1,609,819    
Custodian, fund accounting agent and transfer agent fees     379,015    
Audit and tax fees     66,303    
Legal fees     19,625    
Trustees fees and related expenses (Note 3)     19,822    
Registration fees     15,511    
Miscellaneous     20,050    
Total expenses     4,813,176    
Fees and expenses reimbursed by Manager (Note 3)     (489,312 )  
Indirectly incurred fees waived or borne by Manager (Note 3)     (132,831 )  
Shareholder service fee waived – Class III (Note 3)     (48,507 )  
Net expenses     4,142,526    
Net investment income (loss)     20,505,017    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers     (9,122,372 )  
Investments in affiliated issuers     7,695,673    
Realized gains distributions from affiliated issuers (Note 8)     1,531,793    
Closed futures contracts     37,987,936    
Closed swap contracts     (3,496,846 )  
Foreign currency, forward contracts and foreign currency related transactions     11,770,959    
Net realized gain (loss)     46,367,143    
Change in net unrealized appreciation (depreciation) on:  
Investments     (5,873,634 )  
Open futures contracts     (2,386,718 )  
Open swap contracts     (983,721 )  
Foreign currency, forward contracts and foreign currency related transactions     5,658,890    
Net unrealized gain (loss)     (3,585,183 )  
Net realized and unrealized gain (loss)     42,781,960    
Net increase (decrease) in net assets resulting from operations   $ 63,286,977    

 

See accompanying notes to the financial statements.

8



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 20,505,017     $ 9,829,598    
Net realized gain (loss)     46,367,143       42,243,920    
Change in net unrealized appreciation (depreciation)     (3,585,183 )     1,697,459    
Net increase (decrease) in net assets from operations     63,286,977       53,770,977    
Distributions to shareholders from:  
Net investment income  
Class III     (105,683,069 )     (14,187,423 )  
Net realized gains  
Class III     (12,456,548 )        
      (118,139,617 )     (14,187,423 )  
Net share transactions (Note 7):  
Class III     (6,261,661 )     752,552,732    
Total increase (decrease) in net assets     (61,114,301 )     792,136,286    
Net assets:  
Beginning of period     1,015,008,746       222,872,460    
End of period (including distributions in excess of net
investment income of $21,395,014 and accumulated
undistributed net investment income of $33,215,127,
respectively)
  $ 953,894,445     $ 1,015,008,746    

 

See accompanying notes to the financial statements.

9




GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)


Financial Highlights

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 9.59     $ 9.16     $ 8.85     $ 9.04     $ 9.72    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.18       0.14       0.06       0.09       0.50    
Net realized and unrealized gain (loss)     0.39       0.44       0.76       0.32       (0.13 )  
Total from investment operations     0.57       0.58       0.82       0.41       0.37    
Less distributions to shareholders:  
From net investment income     (1.00 )(d)      (0.15 )     (0.51 )     (0.60 )     (1.05 )  
From net realized gains     (0.12 )                          
Total distributions     (1.12 )     (0.15 )     (0.51 )     (0.60 )     (1.05 )  
Net asset value, end of period   $ 9.04     $ 9.59     $ 9.16     $ 8.85     $ 9.04    
Total Return(b)      6.01 %     6.35 %     9.53 %     4.81 %     4.21 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 953,894     $ 1,015,009     $ 222,872     $ 20,219     $ 17,932    
Net expenses to average daily net assets(c)      0.39 %     0.39 %     0.38 %     0.40 %     0.38 %  
Net investment income to average
daily net assets(a) 
    1.91 %     1.51 %     0.68 %     0.97 %     5.45 %  
Portfolio turnover rate     49 %     44 %     36 %     66 %     44 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.06 %     0.09 %     0.24 %     0.51 %     0.54 %  

 

(a)  Net investment income is affected by the timing of the declaration of dividends by the underlying fund(s) in which the Fund invests.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(c)  Net expenses exclude expenses incurred indirectly through investment in underlying fund(s) (See Note 3).

(d)  Distributions from net investment income include amounts (approximately $0.49 per share) from foreign currency transactions which are treated as realized capital gain for book purposes.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

10




GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Currency Hedged International Bond Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return through direct and indirect investments in foreign bond and currency markets (excluding Japan), primarily by investing in other funds of the Trust ("underlying fund(s)", primarily GMO Short-Duration Collateral Fund, GMO World Opportunity Overlay Fund, and GMO Emerging Country Debt Fund, and "synthetic" bonds (created by the Manager by combining a futures contract, swap contract, or option, on a fixed income security with cash, a cash equivalent, or another fixed income security). The Fund's benchmark is the J.P. Morgan Non-U.S. Government Bond Index (Hedged) (ex-Japan).

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request by calling (617) 346-7646 (collect). Shares of GMO Special Purpose Holding Fund, GMO World Opportunity Overlay Fund and GMO Short-Duration Collateral Fund are not publicly available for direct purchase.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of the underlying fund(s) and other mutual funds are valued at their net asset value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value.

11



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Some fixed income securities are valued at the closing bid for such securities as supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager is informed of erratic or unusual movements (including unusual inactivity) in the prices supplied for a security and, at its discretion, may override a price supplied by a source (by taking a price supplied by another source). Securities held by the underlying fund(s) may be valued by independent pricing services which use prices provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics.

Certain investments in securities held by the Fund or the underlying fund(s) are valued on the basis of a price provided by a principal market maker. The prices provided by the principal market makers may differ from the value that would be realized if the securities were sold and the differences could be material to the Fund or the underlying fund(s). As of February 28, 2006, the total value of these securities represented 29.6% of net assets.

GMO Special Purpose Holding Fund ("SPHF"), a holding of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. In July of 2005, SPHF entered into a settlement agreement with one defendant in the lawsuit and the Fund received $34,276 indirectly in conjunction with the settlement. In April of 2006, SPHF entered into an additional settlement agreement with another defendant and the Fund indirectly received $190,801 in conjunction with that settlement. Those settlement proceeds received in April of 2006 are not reflected in the net asset value of the Fund as of February 28, 2006. The outcome of the lawsuits against the remaining defendants is not predictable and any potential recoveries are not reflected in the net asset value of the Fund. To the extent additional recoveries are realized, such recoveries may be material to the net asset value of the Fund.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market

12



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. The value of the currencies the Fund has committed to buy or sell is shown in the Schedule of Investments and represents the currency exposure the Fund has acquired or hedged through forward currency contracts as of February 28, 2006.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with a futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to

13



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. See the Schedule of Investments for open purchased option contracts entered into by the Fund as of February 28, 2006.

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Loan agreements

The Fund may invest in direct debt instruments which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates. The Fund's investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. A loan is often administered by a bank or other financial institution (the "lender") that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan agreement and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. As of February 28, 2006, the Fund did not enter into any loan agreements.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease

14



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. See the Schedule of Investments for indexed securities held by the Fund as of February 28, 2006.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into interest rate, total return, forward swap spread lock and credit default swap agreements. Interest rate swap agreements involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. Forward swap spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. The Fund may use credit default swaps to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where the Fund owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreements. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. See the Schedule of Investments for a summary of open swap agreements entered into by the Fund as of February 28, 2006.

15



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. As of February 28, 2006, the Fund did not enter into any repurchase agreements.

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities the Fund has sold but is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. As of February 28, 2006, the Fund did not enter into any reverse repurchase agreements.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. As of February 28, 2006, the Fund had no securities on loan.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

16



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $110,053,914 and $14,187,423, respectively and long-term capital gains – $8,085,703 and $0, respectively.

As of February 28, 2006, the Fund had capital loss carryforwards available to offset future capital gains, if any, to the extent permitted by the Code, of $1,788,009 expiring in 2009. Utilization of the capital loss carryforwards above could be subject to limitations imposed by the Code related to share ownership activity.

As of February 28, 2006, the Fund elected to defer to March 1, 2006 post-October capital and currency losses of $3,695,106 and $7,358,833, respectively.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 945,812,615     $ 4,063,720     $ (752,624 )   $ 3,311,096    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to foreign currency transactions and derivative contract transactions. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated Net
Realized Gain
  Paid-in Capital  
$ 30,567,911     $ (31,526,860 )   $ 958,949    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

17



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities is accrued daily based upon an inflation adjusted principal. Additionally, any increase in the principal or face amount of the securities adjusted for inflation is recorded as interest income. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying fund(s). Because the underlying fund(s) have varied expense and fee levels and the Fund may own different proportions of underlying fund(s) at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

Investment risks

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times may be more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.25% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for Class III shares. The Fund may invest in GMO Emerging Country Debt Fund ("ECDF"). Like the management fee (as described below), the Fund's shareholder service fee will be waived (but not below zero) to the extent of the indirect shareholder service fees paid in connection with the Fund's investment in ECDF. The Fund does not incur any indirect shareholder service fees as a result of the Fund's investment in GMO Short-Duration Collateral Fund ("SDCF"), GMO Special Purpose Holding Fund ("SPHF") and GMO World Opportunity Overlay Fund ("Overlay Fund").

18



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total direct annual operating expenses plus the amount of indirect fees and operating expenses incurred through its investment in underlying fund(s) exceed 0.25% of the average daily net assets, with such indirect expenses subject to a maximum total reimbursement to the Fund equal to 0.25% of the Fund's average daily net assets. For purposes of this calculation, the Fund's total direct annual operating expenses excludes shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees) ("Trustees fees"), and the following investment-related costs: brokerage commissions, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes. Additionally, the indirect fees and operating expenses incurred through investment in underlying fund(s) exclude investment-related expenses and Trustees fees. Through June 29, 2004, the indirect Trustees fees incurred by the Fund through its investment in ECDF were not excluded.

The Fund incurs fees and expenses indirectly as a shareholder in the underlying fund(s). For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses (excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.016 %     0.005 %     0.016 %     0.037 %  

 

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $12,084 and $6,589, respectively. No remuneration is paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 were as follows:

    Purchases   Sales  
U.S. Government securities   $ 5,000,000     $    
Investments (non-U.S. Government securities)     511,855,019       576,621,810    

 

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. The Fund's

19



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related party

As of February 28, 2006, 48.6% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. One of the shareholders is another fund of the Trust. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, less than 0.1% of the Fund's shares were held by one related party comprised of a certain GMO employee account, and 98.7% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     28,576,178     $ 279,566,401       84,283,097     $ 778,377,613    
Shares issued to shareholders
in reinvestment of distributions
    11,745,209       108,299,908       1,290,356       12,276,816    
Shares repurchased     (40,553,773 )     (394,127,970 )     (4,122,081 )     (38,101,697 )  
Net increase (decrease)     (232,386 )   $ (6,261,661 )     81,451,372     $ 752,552,732    

 

20



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 28, 2006 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Emerging Country
Debt Fund, Class III
  $ 30,230,210     $ 9,569,887     $ 12,000,000     $ 3,089,677     $ 1,480,212     $ 29,019,205    
GMO Short-Duration
Collateral Fund
    746,800,324       420,159,670       474,650,000       20,509,670             701,705,018    
GMO Special Purpose
Holding Fund
    85,237                         51,581       45,229 *  
GMO World Opportunity
Overlay Fund
    201,962,112       69,650,000       80,050,000                   191,497,233    
Totals   $ 979,077,883     $ 499,379,557     $ 566,700,000     $ 23,599,347     $ 1,531,793     $ 922,266,685    

 

*  After the effect of return of capital distributions of $30,296 and $4,817 on April 5, 2005 and February 21, 2006, respectively.

21




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Currency Hedged International Bond Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Currency Hedged International Bond Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

22



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 hypothetic al 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.43 %   $ 1,000.00     $ 1,012.20     $ 2.15    
2) Hypothetical     0.43 %   $ 1,000.00     $ 1,022.66     $ 2.16    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

23



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $8,085,703 from long-term capital gains.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006, $13,539,452 and $1,591,907, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

24



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005) ; Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

25



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee3.  
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004) ; and Providence Journal (a newspaper publisher) (December 1986 – December 2003)     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

26



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002;Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo,
Van Otterloo & Co. LLC.
 
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo,
Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

27



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003– present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer,October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo,
Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).
 
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

28




GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the International Active Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Foreign Small Companies Fund returned +22.3% for the fiscal year ended February 28, 2006, as compared to +23.8% for the S&P/Citigroup EMI World ex-U.S. Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in equity securities of small companies in countries outside of the U.S. throughout the fiscal year.

Fair value pricing of the Fund added 0.1% to returns versus the benchmark, which utilizes local close prices. Using the local close, which we do for attribution, the Fund returned +22.2% for the fiscal year.

Stock selection subtracted 1.2% from returns for the fiscal year. Stock selection underperformed in Canada and France.

Country selection subtracted 0.4% from performance for the fiscal year. The largest negative impacts came from an overweight position in Ireland and an underweight position in Japan, each of which subtracted 0.3% from returns. On the positive side, an overweight position in Norway added 0.5% to returns.

The GMO Foreign Small Companies Fund is currently closed to new investment.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The Fund commenced operations on June 30, 2000 subsequent to a transaction involving, in essence, the reorganization of the GMO Small Cap Active Pool of the Common Fund for Non-Profit Organizations (the "GMO Pool") as the GMO Foreign Small Companies Fund. All information relating to the time periods prior to June 30, 2000 relates to the GMO Pool. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Performance for Class IV will vary due to different fees. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     92.3 %  
Short-Term Investment(s)     8.0    
Preferred Stocks     1.3    
Rights and Warrants     0.0    
Other     (1.6 )  
      100.0 %  
Country Summary   % of Equity Investments  
United Kingdom     21.0 %  
Japan     18.6    
Germany     11.0    
France     5.6    
Finland     5.0    
Switzerland     4.7    
Italy     4.2    
South Korea     4.2    
Brazil     3.7    
Hong Kong     2.5    
Norway     2.3    
Ireland     2.3    
Spain     2.2    
Sweden     2.0    
Taiwan     1.9    
Austria     1.2    
Canada     1.2    
Netherlands     1.2    
India     1.1    
Singapore     0.9    
Belgium     0.8    
Mexico     0.6    
Australia     0.5    
Thailand     0.4    
Chile     0.4    
Croatia     0.2    
Egypt     0.1    
Malaysia     0.1    
Philippines     0.1    
New Zealand     0.0    
      100.0 %  

 

1



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Industrials     24.0 %  
Consumer Discretionary     22.0    
Financials     20.1    
Information Technology     8.7    
Materials     8.1    
Consumer Staples     7.6    
Utilities     3.1    
Energy     2.7    
Health Care     2.7    
Telecommunication Services     1.0    
      100.0 %  

 

2




GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    COMMON STOCKS — 92.3%  
    Australia — 0.5%  
  491,866     Brazin Ltd     644,706    
  160,827     Colorado Group Ltd     440,244    
  421,897     Consolidated Rutile Ltd     242,180    
  658,100     Gunns Ltd     1,412,558    
  732,869     McGuigan Simeon Wines Ltd     1,676,053    
  95,000     Multiplex Group     222,659    
  438,800     PMP Ltd *      528,625    
      5,167,025    
    Austria — 1.2%  
  23,000     Boehler Uddeholm (Bearer)     4,314,848    
  20,677     Flughafen Wien AG     1,667,627    
  64,800     OMV AG     4,018,847    
  35,000     Wienerberger AG     1,622,744    
      11,624,066    
    Belgium — 0.8%  
  102,000     AGFA-Gevaert NV     2,029,334    
  33,278     Bekaert NV     3,418,131    
  26,964     Omega Pharma SA     1,460,273    
  5,006     Unibra SA *      643,800    
      7,551,538    
    Brazil — 3.3%  
  81,600     All America Latina Logistica     4,476,760    
  420,000     Companhia de Concessoes Rodoviarias     3,965,623    
  1,080,000     Iochpe Maxion SA     8,620,673    
  300,000     Localiza Rent A Car     5,222,981    
  300,000     Porto Seguro SA     4,409,230    
  273,800     Tam SA     6,182,581    
  20,000     Universo Online SA *      147,869    
      33,025,717    

 

See accompanying notes to the financial statements.

3



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Canada — 1.1%  
  222,000     Canfor Corp *      2,637,160    
  90,600     KAP Resources Ltd * (a)      797    
  319,800     Linamar Corp     3,728,585    
  681,200     QLT Inc *      4,855,225    
      11,221,767    
    Chile — 0.4%  
  77,300     Compania Cervecerias Unidas ADR     2,102,560    
  74,000     Inversiones Aguas Metropolitanas SA ADR 144A *      1,435,600    
      3,538,160    
    Croatia — 0.2%  
  160,000     Pliva D.D.     2,264,000    
    Egypt — 0.1%  
  30,000     Lecico Egypt SAE GDR     318,900    
  95,000     Lecico Egypt SAE GDR 144A     1,009,850    
      1,328,750    
    Finland — 4.6%  
  302,150     Jaakko Poyry Group Oyj     12,590,727    
  430,200     Marimekko Oyj (b)      9,028,419    
  331,000     Ramirent Oyj     10,113,374    
  1,145,418     Rapala VMC Oyj (b)      8,931,154    
  222,800     Uponor Oyj     5,830,581    
      46,494,255    
    France — 5.2%  
  3,700     Casino Guichard-Perrachon SA     230,632    
  23,271     Christian Dalloz     2,532,004    
  51,420     Clarins (b)      3,074,133    
  9,407     Credit National     1,991,394    
  7,250     Damart SA     1,725,843    
  6,450     Damartex SA     246,043    

 

See accompanying notes to the financial statements.

4



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    France — continued  
  38,600     Essilor International SA     3,325,872    
  39,877     Eurazeo     4,315,747    
  142,100     Fimatex * (b)      1,543,617    
  6,300     Gaumont SA     357,138    
  48,200     GFI Industries SA     3,198,479    
  31,108     Groupe Partouche *      556,080    
  9,000     Guyenne et Gascogne SA     916,621    
  17,700     Klepierre     2,042,458    
  75,000     M6-Metropole Television     2,255,599    
  53,500     Michelin SA Class B     3,263,615    
  51,900     Peugeot SA     3,025,634    
  1,351     SAGA     69,253    
  30,400     Schneider Electric SA     3,106,360    
  1,242,600     SCOR SA (b)      2,986,160    
  20,350     Seb SA     2,192,678    
  30,001     Sequana Capital     843,667    
  21,000     Thales SA     956,791    
  45,472     Virbac SA     2,266,001    
  87,141     Zodiac SA     5,469,864    
      52,491,683    
    Germany — 9.4%  
  156,780     Aareal Bank AG * (b)      6,942,249    
  35,666     Adidas-Salomon AG     6,970,130    
  18,600     Beiersdorf AG (Bearer)     2,531,966    
  130,900     Commerzbank AG     4,782,869    
  15,900     Continental AG     1,634,585    
  197,400     Depfa Bank Plc     3,291,358    
  300,200     Deutsche Lufthansa AG (Registered)     4,946,243    
  219,400     Eurocastle Investment     8,419,190    
  19,517     Fraport AG     1,491,323    
  85,747     Hannover Rueckversicherungs AG (Registered) (b)      3,255,062    
  102,220     Heidelberger Druckmaschinen     4,388,855    
  118,903     Medion AG (b)      1,738,097    

 

See accompanying notes to the financial statements.

5



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Germany — continued  
  263,300     Metallgesellschaft *      4,308,724    
  55,100     Metro AG     2,935,010    
  83,400     Mobilcom AG     2,196,352    
  289,780     MTU Aero Engines Holding *      9,843,470    
  200,000     Praktiker Bau-Und Heim *      5,757,843    
  197,400     Techem AG (b)      8,604,166    
  193,100     Thielert AG *      4,339,167    
  74,900     TUI AG (b)      1,479,284    
  67,600     Vossloh AG (b)      3,512,734    
      93,368,677    
    Hong Kong — 2.3%  
  315,000     ASM Pacific Technology     1,754,314    
  2,400,000     Chinese Estates Holdings Ltd     2,642,633    
  4,200,000     CITIC International Financial     1,901,339    
  1,527,000     Hang Lung Properties Ltd     2,732,928    
  1,929,000     Hopewell Highway Infrastructure Ltd     1,527,480    
  798,643     Kerry Properties Ltd     2,543,368    
  3,020,000     Nine Dragons Paper Holdings *      1,323,554    
  2,278,000     Pacific Basin Shipping Ltd     1,124,421    
  6,000,000     Samson Holding Ltd *      3,480,323    
  1,099,500     Techtronic Industries Co     1,904,294    
  250,000     Wing Lung Bank     2,207,721    
      23,142,375    
    India — 1.0%  
  641,984     Arvind Mills Ltd     1,429,044    
  451,600     India Cements Ltd *      1,430,852    
  313,117     Jain Irrigation Systems Ltd *      1,583,389    
  557,450     Mirc Electronics Ltd     245,118    
  95,000     Rajesh Exports Ltd     406,025    
  132,806     Raymond Ltd     1,308,048    
  563,756     Sakthi Sugars Ltd *      2,153,362    
  900,000     Welspun Gujarat Stahl Ltd *      1,858,622    
      10,414,460    

 

See accompanying notes to the financial statements.

6



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Ireland — 2.1%  
  196,346     Anglo Irish Bank Corp Plc     3,220,745    
  124,210     CRH Plc     4,074,300    
  55,000     FBD Holdings Plc     2,667,788    
  248,000     Grafton Group Plc *      3,045,898    
  222,113     Greencore Group     910,396    
  379,440     IFG Group Plc     850,562    
  124,000     Irish Continental Group Plc     1,699,669    
  212,000     Irish Life & Permanent Plc     4,671,929    
      21,141,287    
    Italy — 3.9%  
  255,000     Arnoldo Mondadori Editore SPA (b)      2,410,939    
  621,425     Banca Intesa SPA     3,671,631    
  187,500     Banche Popolari Unite Scrl     4,709,428    
  157,000     Brembo Filatura del Brembo SPA     1,400,404    
  179,200     Buzzi Unicem SPA     3,707,706    
  436,100     Campari     3,492,779    
  232,700     Finmeccanica SPA     5,091,874    
  307,716     Grouppo Editoriale L'Espresso (b)      1,579,159    
  978,700     IFIL SPA     5,015,912    
  300,300     Indesit Company SPA (b)      3,757,259    
  30,000     Pagnossin SPA * (b)      31,117    
  600,000     Snam Rete Gas SPA     2,634,660    
  909,364     Telecom Italia Di RISP     2,089,403    
      39,592,271    
    Japan — 17.4%  
  138,000     Akebono Brake Industry Co (b)      1,416,369    
  72     Arisawa Manufacturing Co Ltd     1,450    
  274,500     Asahi Soft Drinks Co Ltd     3,285,330    
  80,000     Bank of Iwate Ltd (The)     5,218,881    
  385,000     Bank of Yokohama     3,104,666    
  255,000     Brother Industries Ltd     2,736,334    
  115,000     Daikin Industries Ltd     3,826,625    

 

See accompanying notes to the financial statements.

7



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  210,000     Daimaru Inc     2,824,058    
  106,000     Dainippon Screen Manufacturing Co Ltd (b)      983,072    
  335,000     Daito Trust Construction Co Ltd     15,687,495    
  43,000     Diamond Lease Co Ltd     1,956,521    
  180,000     Heiwado Co Ltd     3,574,240    
  360,000     Hitachi High Technologies Corp     9,404,809    
  130,000     Hitachi Kokusai Electric     1,578,369    
  390,000     Isuzu Motors Ltd (b)      1,342,946    
  600,000     J Oil Mills Inc (b)      3,397,059    
  703,000     JACCS Co Ltd     6,945,745    
  600     Japan Retail Fund Investment Corp     4,716,639    
  1,350,000     Kawasaki Heavy Industries Ltd (b)      4,624,409    
  950,000     Kobe Steel Ltd     3,610,264    
  1,080,000     Marubeni Corp     5,356,449    
  500,000     NHK Spring Co Ltd     5,931,953    
  450,000     Nippon Electric Glass Co Ltd     10,832,776    
  679,500     Nippon Mining Holdings Inc     5,074,390    
  106,000     Okasan Securities Co Ltd     1,107,209    
  300     Orix JREIT Inc (b)      1,991,335    
  200,000     Sanwa Shutter Corp (b)      1,330,850    
  95,000     Seiren Co Ltd     1,524,692    
  625,000     Shimadzu Corp     3,862,999    
  2,450,000     Showa Denko     10,483,041    
  530,000     Sumitomo Rubber Industries     6,398,635    
  162     The Tokyo Star Bank Ltd * (b)      555,605    
  2,200,000     Tokyu Land Corp (b)      19,189,200    
  180,000     Tosoh Corp     945,586    
  365,000     Toyo Suisan Kaisha Ltd     5,321,865    
  2,500,000     Ube Industries Ltd     7,376,772    
  300,000     Yamaha Motor Co Ltd     6,841,916    
      174,360,554    
    Malaysia — 0.1%  
  7,750,000     E & O Property Development *      1,074,569    

 

See accompanying notes to the financial statements.

8



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Mexico — 0.5%  
  611,000     Controladora Comercial Mexicana SA de CV     1,102,425    
  821,500     Grupo Imsa SA     2,846,821    
  1,100,000     Sare Holding SA de CV *      1,352,554    
      5,301,800    
    Netherlands — 1.1%  
  136,097     Buhrmann NV     2,280,301    
  96,300     Fortis NV     3,442,817    
  52,365     Hagemeyer NV * (b)      213,860    
  410,774     Hagemeyer (b) (d)      1,650,057    
  43,700     Imtech NV     1,825,265    
  49,267     VNU NV     1,596,349    
      11,008,649    
    New Zealand — 0.0%  
  40,400     Air New Zealand     34,458    
  241,495     Evergreen Forests Ltd *      36,912    
      71,370    
    Norway — 2.1%  
  250,000     Consafe Offshore AB *      3,861,932    
  450,490     Ekornes ASA (b)      8,819,442    
  614,200     Geo ASA *      3,371,144    
  106,550     Prosafe ASA (b)      5,286,062    
      21,338,580    
    Philippines — 0.1%  
  1,147,500     First General Corp *      998,791    
    Singapore — 0.9%  
  17,296,000     Anwell Technologies Ltd     1,115,046    
  2,194,000     GES International Ltd     1,326,271    
  614,000     Gold Peak Batteries International     669,705    
  2,018,000     Huan Hsin Holdings Ltd     661,183    

 

See accompanying notes to the financial statements.

9



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Singapore — continued  
  2,962,000     LMA International NV *      1,398,758    
  1,587,000     People's Food Holdings Ltd     1,121,415    
  2,000,000     Petra Foods Ltd     1,451,710    
  635,000     Unisteel Technology Ltd     979,642    
      8,723,730    
    South Korea — 3.9%  
  91,980     Asia Cement Co Ltd     3,689,186    
  475,560     Handsome Corp     9,057,016    
  144,000     Kooksoondang Co Ltd     2,292,756    
  81,100     Korea Electric Terminal Co     1,443,062    
  320,963     Kortek Corp     1,930,250    
  76,810     LG Household & Health Care     4,940,520    
  61,000     Pulmuone Co Ltd     2,487,579    
  160,000     Samsung Electro Mechanics Co Ltd *      6,579,895    
  49,800     Samsung SDI Co Ltd     4,400,336    
  43,900     Samsung SDI Co Ltd GDR 144A     983,360    
  96,644     You Eal Electronics Co     1,252,007    
      39,055,967    
    Spain — 2.0%  
  117,000     ACS Actividades de Construccion y Servicios SA     4,363,316    
  118,060     Aguas de Barcelona SA Class A     3,265,617    
  14,400     Altadis SA     603,812    
  10,649     Bankinter SA     672,857    
  38,296     Cia de Distribucion Integral Logista SA     2,055,173    
  60,000     Fomento de Construcciones y Contratas SA     4,079,292    
  15,597     Gas Natural SDG SA     474,440    
  55,000     Red Electrica de Espana     1,839,427    
  628,157     Uralita SA     3,181,537    
      20,535,471    

 

See accompanying notes to the financial statements.

10



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Sweden — 1.9%  
  106,500     Autoliv Inc SDR     5,708,992    
  375,670     Lundin Mining Corp SDR *      6,905,757    
  202,950     Munters AB     6,039,660    
      18,654,409    
    Switzerland — 4.4%  
  2,131     Bank Sarasin & Cie AG Class B (Registered)     4,953,223    
  2,190     Belimo Holding AG (Registered)     1,468,255    
  14,450     Bobst Group AG (Registered)     616,985    
  86,286     Charles Voegele Holding AG     7,890,287    
  700     Eichhof Holding AG     852,678    
  2,389     Forbo Holdings AG (Registered) *      603,681    
  2,894     Geberit AG (Registered)     2,625,670    
  17,510     Helvetia Patria Holding (Registered)     3,939,649    
  1,000     Jelmoli Holding AG (Bearer)     1,615,854    
  3,250     Jelmoli Holding AG (Registered)     1,054,532    
  200,309     Kardex AG *      9,609,656    
  29,700     Swatch Group AG     4,818,567    
  17,908     Valiant Holding - Registered *      1,777,902    
  9,350     Valora Holding AG *      1,899,975    
      43,726,914    
    Taiwan — 1.8%  
  4,319,000     Arima Computer Corp *      987,791    
  2,975,500     Benq Corp     2,919,099    
  3,128,000     China Life Insurance Co Ltd *      1,114,380    
  2,000,000     China Motor Corp Ltd     2,246,240    
  2,287,450     Compal Electronics Inc     2,127,690    
  453,000     Fubon Financial Holding Co Ltd     404,669    
  29,000     Fubon Financial Holding Co Ltd GDR (Registered)     259,550    
  1,641,000     Phoenixtec Power Co Ltd     1,587,503    
  1,995,000     Sunplus Technology Co Ltd     2,407,396    
  2,394,000     Tsann Kuen Enterprises Co Ltd     4,178,576    
      18,232,894    

 

See accompanying notes to the financial statements.

11



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Thailand — 0.4%  
  13,500,000     Asian Property Development plc (Foreign Registered) (a)      1,470,278    
  1,798,000     Glow Energy Pcl (Foreign Registered) (a)      1,206,789    
  3,787,000     Sino Thai Engineering & Construction Pcl (Foreign Registered) (a)      1,045,129    
      3,722,196    
    United Kingdom — 19.6%  
  145,000     Alliance & Leicester Plc     2,718,205    
  140,828     Alliance Unichem Plc     2,163,704    
  582,342     Balfour Beatty Plc     3,819,234    
  425,000     BBA Group Plc     1,995,534    
  687,250     Bodycote International Plc     3,137,930    
  385,000     Brambles Industries Plc     2,781,948    
  1,600,000     Brit Insurance Holdings Plc     3,002,458    
  438,800     British Airways Plc *      2,525,152    
  450,000     Brown (N) Group Plc     1,553,826    
  725,000     Cable & Wireless Plc     1,354,384    
  514,100     Carphone Warehouse Group Plc     2,440,044    
  549,176     Cattle's Plc     3,340,661    
  500,000     Centrica Plc     2,546,953    
  239,888     Chemring Group     4,707,939    
  550,000     Cobham Group Plc     1,638,250    
  742,000     Compass Group Plc     2,824,477    
  128,342     Computacenter Plc     638,409    
  200,000     Davis Service Group (Ordinary)     1,727,192    
  3,300,000     Dimension Data Holdings Plc *      2,785,441    
  9,750     DX Services Plc     51,971    
  696,493     FKI Plc     1,483,410    
  507,600     Fyffes Plc     1,254,013    
  189,952     Gallaher Group Plc     2,943,376    
  50,000     Go-Ahead Group Plc     1,539,670    
  615,000     Group 4 Securicor Plc     1,917,516    
  315,000     Hanson Plc     3,845,468    
  171,747     Hays Plc     445,385    

 

See accompanying notes to the financial statements.

12



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United Kingdom — continued  
  386,049     ICAP Plc     3,007,780    
  102,400     Imperial Tobacco Group Plc     3,079,672    
  600,000     Inmarsat Plc     4,163,637    
  300,000     ISOFT Group Plc     977,788    
  1,750,000     ITV Plc     3,328,449    
  425,000     JJB Sports Plc     1,294,175    
  115,000     Johnson Matthey Plc     2,882,580    
  104,929     Kazakhmys Plc *      1,608,649    
  385,000     Kelda Group Plc     5,376,560    
  360,000     Kesa Electricals Plc     1,676,632    
  312,344     Kier Group Plc     7,885,674    
  362,200     Matalan Plc     1,162,917    
  800,000     Misys Plc     3,291,674    
  250,000     Mitie Group Plc     893,933    
  100,000     Next Plc     2,892,335    
  250,300     Northern Rock Plc     4,944,946    
  260,000     Peninsular & Oriental Steam Navigation Co     2,352,981    
  199,119     Pennon Group (Ordinary)     4,880,205    
  1,284,614     Photo-Me International Plc     2,213,007    
  425,000     Premier Foods Plc     2,328,248    
  115,000     Provident Financial Plc     1,213,072    
  50,000     Punch Taverns Plc     749,395    
  600,000     Qinetiq Plc *      2,086,502    
  148,311     Resolution Plc     1,732,094    
  375,736     Rexam Plc     3,341,133    
  750,000     RM Plc     2,451,311    
  2,021,893     Royal & Sun Alliance Insurance Group     4,610,229    
  1,000,000     Sage Group Plc     4,860,260    
  275,000     Shire Pharmaceuticals Plc     4,295,572    
  432,000     Slough Estates Plc     4,612,781    
  755,160     Smith (David S.) Holdings Plc     2,354,126    
  165,600     Smith WH Plc     1,184,922    
  425,000     SSL International Plc     2,434,182    
  58,600     Tate & Lyle Plc     614,470    

 

See accompanying notes to the financial statements.

13



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United Kingdom — continued  
  400,300     Tomkins Plc     2,336,950    
  110,000     Travis Perkins Plc     2,862,409    
  220,000     Trinity Mirror Plc     2,226,037    
  1,080,000     TT Group Plc     3,345,939    
  180,700     Ultra Electronics Holdings     3,195,238    
  248,500     Viridian Group Plc     4,392,415    
  265,100     William Hill Plc     2,700,371    
  1,536,882     William Morrison Supermarkets     5,746,193    
  137,800     Wolseley Plc     3,418,478    
  850,000     Wood Group (John) Plc     3,538,257    
  91,282     Xstrata Plc     2,664,904    
  275,000     Yell Group Plc     2,676,906    
      197,068,538    
    TOTAL COMMON STOCKS (COST $604,516,475)     926,240,463    
    PREFERRED STOCKS — 1.3%  
    Brazil — 0.2%  
  280,000     Suzano Bahia Sul Papel e Celulose SA 0.64%     1,906,663    
    France — 0.1%  
  6,800     Casino Guichard Perrachon SA 4.55%     366,208    
    Germany — 1.0%  
  31,500     Henkel KGaA 1.46%     3,475,438    
  128,900     Volkswagen AG 2.82%     6,642,196    
      10,117,634    
    Italy — 0.0%  
  10,000     IFI Istituto Finanziario Industries *      187,679    

 

See accompanying notes to the financial statements.

14



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    South Korea — 0.0%  
  5,600     Samsung SDI Co Ltd 3.36%     304,450    
    TOTAL PREFERRED STOCKS (COST $8,420,464)     12,882,634    
    RIGHTS AND WARRANTS — 0.0%  
    Thailand — 0.0%  
  631,167     Sino Thai Engineering & Construction Pcl Warrants, Expires 04/18/08 * (a)      21,248    
    TOTAL RIGHTS AND WARRANTS (COST $49,386)     21,248    
    SHORT-TERM INVESTMENT(S) — 8.0%  
  13,000,000     Bank of Montreal Time Deposit, 4.64%, due 03/01/06     13,000,000    
  67,561,684     The Boston Global Investment Trust (c)      67,561,684    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $80,561,684)     80,561,684    
    TOTAL INVESTMENTS — 101.6%
(Cost $693,548,009)
    1,019,706,029    
        Other Assets and Liabilities (net) — (1.6%)     (16,521,404 )  
    TOTAL NET ASSETS — 100.0%   $ 1,003,184,625    

 

See accompanying notes to the financial statements.

15



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Notes to Schedule of Investments:

144A - Securities exempt from registration under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional investors.

ADR - American Depositary Receipt

Foreign Registered - Shares issued to foreign investors in markets that have foreign ownership limits.

GDR - Global Depository Receipt

SDR - Swedish Depository Receipt

*  Non-income producing security.

(a)  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees of GMO Trust (Note 2).

(b)  All or a portion of this security is out on loan (Note 2).

(c)  All or a portion of this security represents investment of security lending collateral (Note 2).

(d)  Direct placement securities are restricted as to resale.

As of February 28, 2006, 84.7% of the Net Assets of the Fund was valued using fair value prices based on tools by a third party vendor (Note 2).

See accompanying notes to the financial statements.

16




GMO Foreign Small Companies Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value, including securities on loan of $50,723,797
(cost $693,548,009) (Note 2)
  $ 1,019,706,029    
Cash     63,105    
Foreign currency, at value (cost $30,201,760) (Note 2)     30,263,454    
Receivable for investments sold     134,912,680    
Dividends and interest receivable     1,633,403    
Foreign taxes receivable     177,129    
Receivable for expenses reimbursed by Manager (Note 3)     80,621    
Total assets     1,186,836,421    
Liabilities:  
Payable for investments purchased     3,566,351    
Collateral on securities loaned (Note 2)     67,561,684    
Payable for Fund shares repurchased     111,448,746    
Accrued capital gain and repatriation taxes payable (Note 2)     164,078    
Payable to affiliate for (Note 3):  
Management fee     608,508    
Shareholder service fee     105,317    
Trustees and Chief Compliance Officer fees     1,774    
Accrued expenses     195,338    
Total liabilities     183,651,796    
Net assets   $ 1,003,184,625    
Net assets consist of:  
Paid-in capital   $ 585,190,428    
Distributions in excess of net investment income     (7,156,747 )  
Accumulated net realized gain     99,090,228    
Net unrealized appreciation     326,060,716    
    $ 1,003,184,625    
Net assets attributable to:  
Class III shares   $ 364,550,549    
Class IV shares   $ 638,634,076    
Shares outstanding:  
Class III     20,279,742    
Class IV     35,506,001    
Net asset value per share:  
Class III   $ 17.98    
Class IV   $ 17.99    

 

See accompanying notes to the financial statements.

17



GMO Foreign Small Companies Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends (net of withholding taxes of $1,908,887)   $ 22,396,177    
Interest (including securities lending income of $837,991)     1,776,068    
Total investment income     24,172,245    
Expenses:  
Management fee (Note 3)     7,153,575    
Shareholder service fee – Class III (Note 3)     648,286    
Shareholder service fee – Class IV (Note 3)     589,749    
Custodian and fund accounting agent fees     748,336    
Transfer agent fees     42,628    
Audit and tax fees     64,993    
Legal fees     15,664    
Trustees fees and related expenses (Note 3)     19,652    
Registration fees     12,356    
Miscellaneous     27,234    
Total expenses     9,322,473    
Fees and expenses reimbursed by Manager (Note 3)     (887,211 )  
Net expenses     8,435,262    
Net investment income (loss)     15,736,983    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments (net of foreign capital gains tax and CPMF tax
of $140,227 and $94,029, respectively) (Note 2)
    238,508,786    
Foreign currency, forward contracts and foreign currency related transactions     (2,988,727 )  
Net realized gain (loss)     235,520,059    
Change in net unrealized appreciation (depreciation) on:  
Investments (net of foreign capital gains tax accrual of $33,900) (Note 2)     (34,590,903 )  
Foreign currency, forward contracts and foreign currency related transactions     (193,956 )  
Net unrealized gain (loss)     (34,784,859 )  
Net realized and unrealized gain (loss)     200,735,200    
Net increase (decrease) in net assets resulting from operations   $ 216,472,183    

 

See accompanying notes to the financial statements.

18



GMO Foreign Small Companies Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 15,736,983     $ 14,743,431    
Net realized gain (loss)     235,520,059       98,592,316    
Change in net unrealized appreciation (depreciation)     (34,784,859 )     113,649,493    
Net increase (decrease) in net assets from operations     216,472,183       226,985,240    
Distributions to shareholders from:  
Net investment income  
Class III     (7,882,142 )     (12,236,026 )  
Class IV     (11,233,463 )     (8,819,758 )  
Total distributions from net investment income     (19,115,605 )     (21,055,784 )  
Net realized gains  
Class III     (57,805,430 )     (40,519,991 )  
Class IV     (80,047,426 )     (28,580,789 )  
Total distributions from net realized gains     (137,852,856 )     (69,100,780 )  
      (156,968,461 )     (90,156,564 )  
Net share transactions (Note 7):  
Class III     (87,014,942 )     (129,870,091 )  
Class IV     36,890,176       172,149,959    
Increase (decrease) in net assets resulting from net share transactions     (50,124,766 )     42,279,868    
Total increase (decrease) in net assets     9,378,956       179,108,544    
Net assets:  
Beginning of period     993,805,669       814,697,125    
End of period (including distributions in excess of
net investment income of $7,156,747 and
$3,051,291, respectively)
  $ 1,003,184,625     $ 993,805,669    

 

See accompanying notes to the financial statements.

19




GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 17.19     $ 14.79     $ 9.13     $ 9.59     $ 9.68    
Income (loss) from investment operations:  
Net investment income (loss)     0.26       0.26       0.20       0.16       0.15    
Net realized and unrealized gain (loss)     3.19       3.76       5.77       (0.51 )(a)      0.00 (a)(b)   
Total from investment operations     3.45       4.02       5.97       (0.35 )     0.15    
Less distributions to shareholders:  
From net investment income     (0.32 )     (0.38 )     (0.31 )     (0.11 )     (0.24 )  
From net realized gains     (2.34 )     (1.24 )                    
Total distributions     (2.66 )     (1.62 )     (0.31 )     (0.11 )     (0.24 )  
Net asset value, end of period   $ 17.98     $ 17.19     $ 14.79     $ 9.13     $ 9.59    
Total Return(c)      22.32 %     28.40 %     65.76 %     (3.64 )%     1.59 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 364,551     $ 426,758     $ 480,966     $ 275,739     $ 149,566    
Net expenses to average daily net assets     0.85 %     0.85 %     0.85 %     0.85 %     0.86 %(d)   
Net investment income to average daily net assets     1.52 %     1.71 %     1.71 %     1.59 %     1.48 %  
Portfolio turnover rate     40 %     25 %     31 %     24 %     17 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.09 %     0.09 %     0.11 %     0.15 %     0.26 %  

 

(a)  The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain (loss) on investments due to the timing of purchases and redemptions of Fund shares in relation to fluctuating market values of the investments of the Fund.

(b)  Net realized and unrealized loss was less than $0.01 per share.

(c)  Total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(d)  Includes transfer taxes not reimbursed by the Manager, which approximate 0.01% of average daily net assets.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

20



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class IV share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003(a)   
Net asset value, beginning of period   $ 17.20     $ 14.80     $ 9.13     $ 10.60    
Income (loss) from investment operations:  
Net investment income (loss)      0.26       0.26       0.21       0.08    
Net realized and unrealized gain (loss)     3.20       3.76       5.77       (1.43 )  
Total from investment operations     3.46       4.02       5.98       (1.35 )  
Less distributions to shareholders:  
From net investment income     (0.33 )     (0.38 )     (0.31 )     (0.12 )  
From net realized gains     (2.34 )     (1.24 )              
Total distributions     (2.67 )     (1.62 )     (0.31 )     (0.12 )  
Net asset value, end of period   $ 17.99     $ 17.20     $ 14.80     $ 9.13    
Total Return(b)      22.37 %     28.44 %     65.92 %     (12.76 )%**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 638,634     $ 567,048     $ 333,731     $ 202,319    
Net expenses to average daily net assets     0.80 %     0.81 %     0.80 %     0.80 %*   
Net investment income to average daily net assets     1.55 %     1.69 %     1.78 %     1.13 %*   
Portfolio turnover rate     40 %     25 %     31 %     24 %††   
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.09 %     0.09 %     0.11 %     0.14 %*   

 

(a)  Period from June 14, 2002 (commencement of operations) through February 28, 2003.

(b)  Total returns would have been lower had certain expenses not been reimbursed during the periods shown.

†  Calculated using average shares outstanding throughout the period.

††  Calculation represents portfolio turnover of the Fund for the year ended February 28, 2003.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

21




GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Foreign Small Companies Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return through investment in a diversified portfolio of equity securities of non-U.S. issuers. The Fund's benchmark is the S&P/Citigroup Extended Market Index ("EMI") World ex-U.S. Index.

Throughout the year ended February 28, 2006, the Fund had two classes of shares outstanding: Class III and Class IV. The principal economic difference between the classes of shares is the level of shareholder service fees borne by the classes. Eligibility for and automatic conversion between the classes of shares is generally based on the total amount of assets invested in the Fund or with GMO, as more fully outlined in the Fund's prospectus.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. For other assets, and in cases where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's investments will be valued at "fair value", as determined in good faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange

22



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close but before the close of the NYSE. As a result, foreign equity securities held by the Fund are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. As of February 28, 2006, the Fund did not enter into any forward currency contracts.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with the futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is

23



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. As of February 28, 2006, the Fund did not enter into any futures contracts.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. As of February 28, 2006, the Fund did not enter into any purchased option contracts.

24



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the price of the security or index underlying these transactions. As of February 28, 2006, the Fund did not enter into any swap agreements.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing,

25



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. As of February 28, 2006, the Fund had loaned securities having a market value of $50,723,797, collateralized by cash in the amount of $67,561,684, which was invested in short-term instruments.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary. Taxes on foreign interest and dividend income are generally withheld in accordance with the applicable country's tax treaty with the United States.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Dividends received by shareholders of the Fund which are derived from foreign source income and foreign taxes paid by the Fund may be treated, to the extent allowable under the Code, as if received and paid by the shareholders of the Fund.

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests.

The Fund has recorded a deferred tax liability in respect of unrealized appreciation on foreign securities of $164,078 for potential capital gains and repatriation taxes as of February 28, 2006. The accrual for capital gains and repatriation taxes is included in net unrealized gain (loss) in the Statement of Operations. For the year ended February 28, 2006, the Fund incurred $140,227 in capital gains taxes which is included in net realized gain (loss) in the Statement of Operations.

The Fund is subject to a Contribuição Provisória sobre Movimentações Financiera ("CPMF") tax which is applied to foreign exchange transactions representing capital inflows or outflows to the Brazilian market. For the year ended February 28, 2006, the Fund incurred $94,029 in CPMF tax which is included in the net realized gain (loss) on investments in the Statement of Operations.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $33,336,181 and $25,245,856, respectively and long-term capital gains – $123,632,280 and $64,910,708, respectively.

26



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $18,661,249 and $82,200,619 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to passive foreign investment company transactions and losses on wash sale transactions.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 702,433,711     $ 335,053,317     $ (17,780,999 )   $ 317,272,318    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to redemption in-kind transactions. Net gains resulting from in-kind transactions were $44,137,540. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ (726,834 )   $ (42,237,291 )   $ 42,964,125    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Allocation of operating activity

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature

27



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

and type of expense and the relative size of the funds. Investment income, common expenses and realized and unrealized gains and losses are allocated pro rata between the classes of shares of the Fund based on the relative net assets of each class. Shareholder service fees, which are directly attributable to a class of shares, are charged to that class's operations.

Investment risks

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

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.70% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets of each class at the annual rate of 0.15% for Class III shares and 0.10% for Class IV shares.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.70% of the average daily net assets.

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $11,341 and $6,590, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $384,376,491 and $611,954,804, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. The Fund's

28



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related parties

As of February 28, 2006, 54.5% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, less than 0.1% of the Fund's shares were held by nine related parties comprised of certain GMO employee accounts, and less than 0.1% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     2,105,870     $ 36,900,000       2,003,413     $ 31,586,841    
Shares issued to shareholders
in reinvestment of distributions
    3,919,744       63,826,169       3,225,981       50,882,694    
Shares repurchased     (10,575,215 )     (187,741,111 )     (12,913,661 )     (212,339,626 )  
Net increase (decrease)     (4,549,601 )   $ (87,014,942 )     (7,684,267 )   $ (129,870,091 )  
    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold         $       8,179,317     $ 136,758,180    
Shares issued to shareholders
in reinvestment of distributions
    5,485,547       89,390,176       2,242,284       35,391,779    
Shares repurchased     (2,953,972 )     (52,500,000 )              
Net increase (decrease)     2,531,575     $ 36,890,176       10,421,601     $ 172,149,959    

 

29




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Foreign Small Companies Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Foreign Small Companies Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

30



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual Expenses

The first line of the table for each class 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.85 %   $ 1,000.00     $ 1,174.30     $ 4.58    
2) Hypothetical     0.85 %   $ 1,000.00     $ 1,020.58     $ 4.26    
Class IV  
1) Actual     0.81 %   $ 1,000.00     $ 1,174.00     $ 4.37    
2) Hypothetical     0.81 %   $ 1,000.00     $ 1,020.78     $ 4.06    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

31



GMO Foreign Small Companies Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

During the year ended February 28, 2006, the Fund paid foreign taxes of $2,049,114 and recognized foreign source income of $24,304,996.

The Fund's distributions to shareholders include $123,632,280 from long-term capital gains.

For taxable, non-corporate shareholders, 47.78% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006, $759,533 and $11,997,045, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

32



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W. Glazer, Esq.
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

33



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3    
W. Nicholas Thorndike c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

34



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956   President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957   Chief Financial Officer and Treasurer   Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969   Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968   Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958   Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

35



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964   Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970   Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970   Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958   Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

36




GMO Emerging Markets Quality Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Emerging Markets Quality Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Emerging Markets Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Emerging Markets Quality Fund returned +36.9% for the fiscal year ended February 28, 2006, as compared to +37.9% for the S&P/IFC Investable Composite Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in emerging market equities.

Country selection detracted 1.4% from performance during the period. The Fund underweighted Hungary and Turkey due to their expensive and vulnerable currencies. Hungary underperformed and Turkey outperformed the benchmark during the period. The Fund also does not invest in the smallest countries like Czech Republic, Egypt, Morocco, and Peru. Consequently, the Fund slightly overweighted the largest countries in the index. Egypt was among the best performing countries during the period. Overweights in Brazil, Russia, and Korea helped performance, while an overweight in Taiwan detracted from performance.

Stock selection added 0.4% to performance. Quality is the only driver of stock selection. Stock selection added to performance in Argentina, China, and Taiwan where quality fared well. Stock selection detracted from performance in Korea and Russia where quality performed the worst.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Each performance figure assumes a purchase at the beginning and a redemption at the end of the stated period and reflects a transaction fee of .50% on the purchase and .50% on the redemption. Transaction fees are retained by the Fund to cover trading costs. Performance for Class VI will vary due to different fees. Past performance is not indicative of future results. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.

*  The S&P/IFC Investable Composite Index + represents the GMO Asia 7 Index prior to 9/22/04 and the S&P/IFC Investable Composite Index thereafter.



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     89.0 %  
Preferred Stocks     7.3    
Short-Term Investment(s)     2.7    
Debt Obligation(s)     1.0    
Rights and Warrants     0.0    
Swaps     0.0    
Other     0.0    
      100.0 %  
Country Summary   % of Investments*  
South Korea     19.5 %  
Taiwan     14.6    
Brazil     11.2    
South Africa     10.4    
China     8.0    
Russia     7.5    
India     7.1    
Mexico     6.0    
Malaysia     3.1    
Israel     3.0    
Thailand     1.9    
Chile     1.6    
Poland     1.5    
Indonesia     1.3    
Turkey     1.1    
United States     1.0    
Argentina     0.7    
Philippines     0.4    
Czech Republic     0.1    
      100.0 %  

 

*  The table excludes short-term investment(s).

1



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Industry Sector Summary   % of Investments*  
Information Technology     26.7 %  
Energy     19.3    
Telecommunication Services     15.9    
Materials     10.3    
Consumer Staples     8.2    
Consumer Discretionary     5.9    
Industrials     4.9    
Financials     4.4    
Health Care     2.4    
U.S. Government     1.0    
Utilities     1.0    
      100.0 %  

 

*  The table excludes short-term investment(s).

2




GMO Emerging Markets Quality Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    COMMON STOCKS — 89.0%  
    Argentina — 0.7%  
  25,000     Tenaris SA ADR     4,003,750    
    Brazil — 4.1%  
  46,600     Companhia Siderurgica Nacional SA     1,403,157    
  133,900     Compania Vale do Rio Doce     6,586,228    
  661,400     Petroleo Brasileiro SA (Petrobras)     15,137,292    
  72,705     Tele Centro Oeste Celular Participacoes SA     1,112,744    
      24,239,421    
    Chile — 1.6%  
  27,200     Banco De Chile ADR     1,192,992    
  40,300     Banco Santander Chile SA ADR     1,913,847    
  82,300     Compania Cervecerias Unidas ADR     2,238,560    
  84,900     Distribucion y Servicio ADR (a)      1,744,695    
  55,200     Lan Airlines SA     2,254,920    
      9,345,014    
    China — 7.8%  
  862,000     China Life Insurance Co Ltd *      977,701    
  758,116     China Merchants Holdings International Co Ltd     2,142,560    
  4,893,000     China Mobile Ltd     23,641,227    
  2,708,000     China Petroleum & Chemical Corp Class H     1,611,103    
  342,000     China Resources Enterprise Ltd     747,948    
  2,474,000     CNOOC Ltd     2,050,245    
  1,154,000     Cosco Pacific Ltd     2,429,515    
  816,000     Datang International Power Generation Co Ltd     585,660    
  3,614,592     Denway Motors Ltd     1,429,222    
  2,544,000     Huaneng Power International Inc Class H     1,703,072    
  2,576,000     Lenovo Group Ltd     1,055,251    
  6,072,842     PetroChina Co Ltd Class H     5,905,872    
  44,000     Sina.com *      984,280    
  1,033,600     Yanzhou Coal Mining Co Ltd     842,146    
      46,105,802    

 

See accompanying notes to the financial statements.

3



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Czech Republic — 0.1%  
  22,300     CEZ AS     775,682    
    India — 6.9%  
  105,000     GAIL India Ltd     644,063    
  64,700     Hero Honda Motors Ltd     1,295,810    
  882,500     Hindustan Lever     4,848,291    
  224,500     Infosys Technologies Inc     14,273,223    
  911,100     ITC Ltd     3,541,314    
  47,100     Oil & Natural Gas Corp Ltd     1,207,091    
  75,500     Ranbaxy Laborators     729,374    
  164,200     Reliance Capital Ventures     90,120    
  164,200     Reliance Communication Venture * (b)      1,330,326    
  164,200     Reliance Energy Ventures *      159,471    
  164,200     Reliance Industries     2,617,864    
  164,200     Reliance Natural Resources Ltd * (b)      24,069    
  237,200     Satyam Computer Services Ltd     4,117,822    
  46,300     Tata Consultancy Services Ltd     1,773,312    
  345,300     Wipro Ltd     4,044,441    
      40,696,591    
    Indonesia — 1.2%  
  829,585     Astra International Tbk PT     878,520    
  644,000     Gudang Garam Tbk PT     766,018    
  7,312,000     Telekomunikasi Indonesia Tbk PT     4,838,106    
  25,200     Telekomunikasi Indonesia Tbk PT ADR     656,460    
      7,139,104    
    Israel — 2.9%  
  190,100     Check Point Software Technologies Ltd *      4,041,526    
  56,900     Teva Pharmaceutical Industries     2,393,358    
  258,900     Teva Pharmaceutical Industries ADR     10,871,211    
      17,306,095    

 

See accompanying notes to the financial statements.

4



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Malaysia — 3.0%  
  103,000     British American Tobacco Berhad     1,185,426    
  383,000     Genting Berhad     2,461,046    
  409,000     IOI Corp Berhad     1,519,917    
  524,000     Malakoff Berhad     1,239,503    
  1,491,800     Maxis Communications Berhad     3,491,776    
  1,198,200     MISC Berhad     3,125,705    
  379,000     Resorts World Berhad     1,325,398    
  525,000     Sime Darby Berhad     875,627    
  152,000     Tanjong Plc     581,033    
  409,837     Telekom Malaysia Berhad     1,090,310    
  1,293,640     YTL Power Internationl Berhad     776,010    
      17,671,751    
    Mexico — 5.8%  
  191,400     America Movil SA de CV Class L ADR     6,647,322    
  348,000     America Telecom SA de CV *      2,009,928    
  352,608     Cemex SA de CV CPO     2,182,635    
  182,000     Fomento Economico Mexicano SA de CV     1,572,411    
  356,000     Grupo Modelo SA de CV Class C     1,231,981    
  215,000     Grupo Televisa SA (Participating Certificates)     854,048    
  195,000     Kimberly Clark (Series A)     670,167    
  484,300     Telefonos de Mexico SA de CV Class L ADR     10,843,477    
  2,965,732     Wal-Mart de Mexico SA de CV Class V     8,471,093    
      34,483,062    
    Philippines — 0.4%  
  40,000     Philippine Long Distance Telephone     1,373,097    
  508,101     San Miguel Corp Class B     815,739    
      2,188,836    
    Poland — 1.5%  
  236,000     Polski Koncern Naftowy Orlen SA     4,340,079    
  15,900     Prokom Software SA     752,253    
  512,700     Telekomunikacja Polska SA     3,569,305    
      8,661,637    

 

See accompanying notes to the financial statements.

5



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Russia — 7.3%  
  19,500     JSC Mining & Smelting Co ADR     1,735,500    
  274,500     Lukoil ADR     21,960,000    
  177,700     Mobile Telesystems ADR     6,409,639    
  33,600     OAO Gazprom ADR (a)      2,842,560    
  19,500     Polyus Gold Co ZAO ADR *      702,000    
  40,200     Sibneft ADR     924,600    
  84,000     Surgutneftegaz ADR (a)      6,111,000    
  51,400     Vimpel-Communications ADR *      2,261,600    
      42,946,899    
    South Africa — 10.1%  
  289,000     African Bank Investments Ltd     1,350,463    
  28,000     Anglo American Platinum Corp     2,222,442    
  99,800     Barlow Ltd     1,924,778    
  192,100     Bidvest Group Ltd     3,230,473    
  315,600     Edgars Consolidated Stores Ltd     1,720,809    
  1,238,104     FirstRand Ltd     3,732,435    
  86,500     Gold Fields Limited     1,904,305    
  46,000     Impala Platinum Holdings Ltd     7,810,320    
  116,367     Imperial Holdings Ltd *      2,911,212    
  54,000     JD Group Ltd     802,339    
  395,400     MTN Group Ltd     3,827,127    
  214,740     Nampak Ltd     572,545    
  48,751     Nedcor Ltd     940,994    
  306,600     Old Mutual Plc     963,545    
  113,900     Remgro Ltd     2,388,910    
  320,600     RMB Holdings Ltd     1,451,799    
  373,400     Sasol Ltd     12,787,010    
  308,014     Standard Bank Group Ltd     3,932,349    
  754,500     Steinhoff International Holdings     2,469,433    
  102,176     Tiger Brands Ltd     2,532,776    
      59,476,064    

 

See accompanying notes to the financial statements.

6



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    South Korea — 18.4%  
  50,700     Daewoo Shipbuilding & Marine Engineering Co Ltd     1,363,793    
  59,900     Doosan Infracore Co Ltd     1,006,063    
  29,200     GS Engineering & Construction Corp     1,585,708    
  27,300     Hyundai Engineering & Construction *      1,313,821    
  74,800     Hyundai Mobis     6,288,947    
  72,230     Hyundai Motor Co     6,138,802    
  36,900     Kangwon Land Inc     731,364    
  86,940     KIA Motors Corp     1,866,478    
  87,500     KT Corp ADR     1,786,750    
  48,200     KT Freetel Co Ltd     1,282,295    
  106,400     KT&G Corp     6,307,463    
  47,300     LG Chemicals Ltd     2,373,305    
  19,500     LG Electronics Inc     1,601,270    
  22,100     LG Philips LCD Co Ltd *      989,552    
  19,000     NCSoft Corp *      1,270,115    
  14,300     NHN Corp *      4,031,172    
  42,200     POSCO     9,945,493    
  56,700     Samsung Electronics Co Ltd     39,750,893    
  37,000     Samsung SDI Co Ltd     3,269,326    
  45,600     Samsung Techwin Co Ltd     1,247,804    
  9,900     Shinsegae Co Ltd     4,691,699    
  10,900     SK Telecom Co Ltd     2,265,100    
  313,700     SK Telecom Co Ltd ADR     7,575,855    
      108,683,068    
    Taiwan — 14.2%  
  1,141,420     Acer Inc     2,525,630    
  2,207,690     Asustek Computer Inc     6,221,855    
  509,270     AU Optronics Corp     813,672    
  647,115     Benq Corp     634,849    
  597,510     China Motor Corp Ltd     671,075    
  1,622,250     China Steel Corp     1,467,831    
  1,968,000     Chunghwa Telecom Co Ltd     3,582,845    
  5,500     Chunghwa Telecom Co Ltd ADR     103,950    

 

See accompanying notes to the financial statements.

7



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Taiwan — continued  
  2,018,791     Compal Electronics Inc     1,877,795    
  326,002     Delta Electronics Inc     776,036    
  1,608,900     Formosa Chemicals & Fibre Co     2,529,375    
  489,886     Formosa Petrochemical Corp     874,266    
  1,206,669     Formosa Plastics Corp     1,909,438    
  31,000     High Tech Computer Corp     664,036    
  2,539,949     Hon Hai Precision Industry Co Ltd     16,060,778    
  662,120     Lite-On Technology Corp     892,314    
  790,600     MediaTek Inc     8,091,953    
  2,776,140     Nan Ya Plastic Corp     3,926,941    
  179,328     Novatek Microelectronics     1,236,164    
  1,577,429     Quanta Computer Inc     2,402,866    
  509,250     Realtek Semiconductor Corp     558,391    
  625,432     Sunplus Technology Co Ltd     754,718    
  12,869,095     Taiwan Semiconductor Manufacturing Co Ltd     23,845,887    
  1,777,916     United Microelectronics Corp     1,036,841    
      83,459,506    
    Thailand — 1.9%  
  405,000     Advanced Info Service Pcl NVDR (b)      975,131    
  554,000     Advanced Info Service Pcl (Foreign Registered) (b)      1,333,884    
  167,000     PTT Exploration & Production Pcl (Foreign Registered) (b)      2,222,033    
  530,611     Ptt Pcl (Foreign Registered) (b)      3,380,155    
  157,000     PTT Pcl NVDR (b)      1,000,138    
  588,000     Shin Corporation Pcl (Foreign Registered) (b)      726,881    
  65,000     Siam Cement Pcl (Foreign Registered) NVDR (b)      401,847    
  48,000     Siam Cement Pcl (Foreign Registered) (b)      326,179    
  2,439,000     Tanayong Co Ltd (Foreign Registered) (b) (c)      624    
  397,000     Thai Oil Pcl (Foreign Registered) (b)      613,921    
      10,980,793    
    Turkey — 1.1%  
  230,276     Akbank TAS     2,331,067    
  100,930     Arcelik AS     940,907    

 

See accompanying notes to the financial statements.

8



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    Turkey — continued  
  173,400     KOC Holding AS     1,053,373    
  66,575     Tupras-Turkiye Petrol Rafineriler AS     1,269,379    
  221,435     Vestel Elektronik Sanayi *      962,096    
      6,556,822    
    TOTAL COMMON STOCKS (COST $394,788,011)     524,719,897    
    PREFERRED STOCKS — 7.3%  
    Brazil — 6.8%  
  222,900     Aracruz Class B (Registered) 1.65%     1,102,166    
  43,800     Banco Bradesco SA 3.66%     1,806,866    
  64,200     Banco Itau Holding Financeira SA 2.79%     2,077,014    
  951,100     Caemi Mineracao e Metalurgica SA 1.35%     1,639,287    
  11,577,900     Companhia de Bebidas das Americas 3.03%     4,912,497    
  102,700     Companhia Vale do Rio Doce Class A 0.36%     4,372,065    
  68,500     Empresa Brasileira de Aeronautica SA ADR 2.72%     2,722,875    
  121,200     Gerdau SA 4.84%     2,796,704    
  821,700     Petroleo Brasileiro SA (Petrobras) 0.44%     17,316,259    
  29,200     Usinas Siderrurgicas de Minas Gerais SA 4.20%     962,562    
      39,708,295    
    South Korea — 0.5%  
  5,900     Samsung Electronics Co Ltd (Non Voting) 1.18% *      3,121,961    
    TOTAL PREFERRED STOCKS (COST $24,623,275)     42,830,256    
    DEBT OBLIGATION(S) — 1.0%  
    United States — 1.0%  
  5,502,779     U.S. Treasury Inflation Indexed Note, 3.88%, due 01/15/09 (d) (e)      5,821,985    
    TOTAL DEBT OBLIGATION(S) (COST $5,820,109)     5,821,985    

 

See accompanying notes to the financial statements.

9



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    RIGHTS AND WARRANTS — 0.0%  
    Thailand — 0.0%  
  480,663     True Corp Pcl Warrants, Expires 04/03/08 * (b)         
    TOTAL RIGHTS AND WARRANTS (COST $0)        
    SHORT-TERM INVESTMENT(S) — 2.7%  
  2,000,000     Barclays Time Deposit, 4.56%, due 03/01/06     2,000,000    
  1,300,000     Branch Bank & Trust Time Deposit, 4.52%, due 03/01/06     1,300,000    
  2,000,000     Dresdner Bank AG Time Deposit, 4.55%, due 03/01/06     2,000,000    
  2,000,000     ING Bank Time Deposit, 4.57%, due 03/01/06     2,000,000    
  8,710,875     The Boston Global Investment Trust (f)      8,710,875    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $16,010,875)     16,010,875    
    TOTAL INVESTMENTS — 100.0%
(Cost $441,242,270)
    589,383,013    
        Other Assets and Liabilities (net) — 0.0%     13,113    
    TOTAL NET ASSETS — 100.0%   $ 589,396,126    

 

See accompanying notes to the financial statements.

10



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Total Return Swaps




 

Notional
Amount
 

Expiration
Date
 


Counterparty
 


Pay
 


Receive
  Net
Unrealized
Appreciation
(Depreciation)
 
  3,186,025 USD   1/31/2007   Deutsche Bank   1 Month LIBOR   Return on    
   
              + 0.55 %   Gazprom   $ 17,090    
  2,628,025 USD   1/31/2007   Deutsche Bank   1 Month LIBOR   Return on    
   
          + 0.55 %   Gazprom     14,097    
            $ 31,187    

 

As of February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

ADR - American Depositary Receipt

Foreign Registered - Shares issued to foreign investors in markets that have foreign ownership limits.

NVDR - Non-Voting Depository Receipt

*  Non-income producing security.

(a)  All or a portion of this security is out on loan (Note 2).

(b)  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees of GMO Trust (Note 2).

(c)  Bankrupt issuer.

(d)  Index security in which price and/or coupon is linked to the prices of a specific instrument or financial statistic (Note 2).

(e)  All or a portion of this security has been segregated to cover open margin requirements on open swap contracts (Note 2).

(f)  All or a portion of this security represents investment of security lending collateral (Note 2).

  As of February 28, 2006, 64.9% of the Net Assets of the Fund was valued using fair value prices based on tools by a third party vendor (Note 2).

Currency Abbreviations:

USD - United States Dollar  

 

See accompanying notes to the financial statements.

11




GMO Emerging Markets Quality Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value, including securities on loan of $8,121,335
(cost $441,242,270) (Note 2)
  $ 589,383,013    
Cash     40,722    
Foreign currency, at value (cost $3,385,445) (Note 2)     3,373,994    
Receivable for Fund shares sold     5,000,000    
Dividends and interest receivable     1,450,341    
Receivable for open swap contracts (Note 2)     31,187    
Receivable for expenses reimbursed by Manager (Note 3)     23,771    
Total assets     599,303,028    
Liabilities:  
Collateral on securities loaned (Note 2)     8,710,875    
Accrued capital gain and repatriation taxes payable (Note 2)     736,895    
Payable to affiliate for (Note 3):  
Management fee     180,973    
Shareholder service fee     39,639    
Trustees and Chief Compliance Officer fees     1,407    
Accrued expenses     237,113    
Total liabilities     9,906,902    
Net assets   $ 589,396,126    
Net assets consist of:  
Paid-in capital   $ 424,319,798    
Accumulated undistributed net investment income     636,474    
Accumulated net realized gain     16,956,393    
Net unrealized appreciation     147,483,461    
    $ 589,396,126    
Net assets attributable to:  
Class III shares   $ 197,026,440    
Class VI shares   $ 392,369,686    
Shares outstanding:  
Class III     18,990,406    
Class VI     37,749,505    
Net asset value per share:  
Class III   $ 10.38    
Class VI   $ 10.39    

 

See accompanying notes to the financial statements.

12



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends (net of withholding taxes of $1,031,155)   $ 8,701,831    
Interest (including securities lending income of $74,596)     535,674    
Total investment income     9,237,505    
Expenses:  
Management fee (Note 3)     1,565,690    
Shareholder service fee – Class III (Note 3)     234,648    
Shareholder service fee – Class VI (Note 3)     129,245    
Custodian and fund accounting agent fees     704,905    
Transfer agent fees     43,310    
Audit and tax fees     65,907    
Legal fees     11,347    
Trustees fees and related expenses (Note 3)     6,752    
Registration fees     35,284    
Miscellaneous     13,709    
Total expenses     2,810,797    
Fees and expenses reimbursed by Manager (Note 3)     (159,490 )  
Net expenses     2,651,307    
Net investment income (loss)     6,586,198    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments (net of foreign capital gains tax and CPMF tax of $17,865 and
$4,903, respectively) (Note 2)
    18,135,636    
Foreign currency, forward contracts and foreign currency related transactions     (183,348 )  
Net realized gain (loss)     17,952,288    
Change in net unrealized appreciation (depreciation) on:  
Investments (net of foreign capital gains tax accrual of $736,895) (Note 2)     122,775,972    
Open swap contracts     31,187    
Foreign currency, forward contracts and foreign currency related transactions     (645,415 )  
Net unrealized gain (loss)     122,161,744    
Net realized and unrealized gain (loss)     140,114,032    
Net increase (decrease) in net assets resulting from operations   $ 146,700,230    

 

See accompanying notes to the financial statements.

13



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 6,586,198     $ 1,656,390    
Net realized gain (loss)     17,952,288       42,887,386    
Change in net unrealized appreciation (depreciation)     122,161,744       (26,890,800 )  
Net increase (decrease) in net assets from operations     146,700,230       17,652,976    
Distributions to shareholders from:  
Net investment income  
Class III     (2,359,713 )     (3,327,581 )  
Class VI     (3,821,368 )     (98,389 )  
Total distributions from net investment income     (6,181,081 )     (3,425,970 )  
Net realized gains  
Class III     (823,974 )     (34,630,395 )  
Class VI     (1,152,023 )     (2,361,326 )  
Total distributions from net realized gains     (1,975,997 )     (36,991,721 )  
      (8,157,078 )     (40,417,691 )  
Net share transactions (Note 7):  
Class III     59,430,146       (26,189,561 )  
Class VI     204,518,388       91,844,257    
Increase (decrease) in net assets resulting from net share
transactions
    263,948,534       65,654,696    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     703,183       457,595    
Class VI     895,785       343,428    
Increase in net assets resulting from net purchase premiums and
redemption fees
    1,598,968       801,023    
Total increase (decrease) in net assets resulting from net share
transactions and net purchase premiums and redemption fees
    265,547,502       66,455,719    
Total increase (decrease) in net assets     404,090,654       43,691,004    
Net assets:  
Beginning of period     185,305,472       141,614,468    
End of period (including accumulated undistributed net
investment income of $636,474 and $437,476, respectively)
  $ 589,396,126     $ 185,305,472    

 

See accompanying notes to the financial statements.

14




GMO Emerging Markets Quality Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 7.71     $ 13.77     $ 7.25     $ 8.09     $ 7.87    
Income (loss) from investment operations:  
Net investment income (loss)     0.15       0.17       0.23       0.06       0.07    
Net realized and unrealized gain (loss)     2.67       0.19       6.35       (0.85 )     0.26    
Total from investment operations     2.82       0.36       6.58       (0.79 )     0.33    
Less distributions to shareholders:  
From net investment income     (0.11 )     (0.52 )     (0.06 )     (0.05 )     (0.11 )  
From net realized gains     (0.04 )     (5.90 )                    
Total distributions     (0.15 )     (6.42 )     (0.06 )     (0.05 )     (0.11 )  
Net asset value, end of period   $ 10.38     $ 7.71     $ 13.77     $ 7.25     $ 8.09    
Total Return(a)      36.86 %     16.19 %     91.04 %     (9.82 )%     4.41 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 197,026     $ 82,153     $ 141,614     $ 105,354     $ 117,878    
Net expenses to average daily net assets     0.73 %     1.22 %     1.25 %     1.35 %     1.28 %  
Net investment income to average daily net assets     1.71 %     1.84 %     1.76 %     0.80 %     1.01 %  
Portfolio turnover rate     18 %     141 %     39 %     72 %     68 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.04 %     0.11 %     0.07 %     0.06 %     0.09 %  
Purchase premiums and redemption fees consisted
of the following per share amounts: 
  $ 0.04     $ 0.06     $ 0.02     $ 0.00 (b)    $ 0.00 (b)   

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(b)  Purchase premiums and redemption fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

15



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)

Financial Highlights — (Continued)
(For a Class VI share outstanding throughout each period)

    Year Ended February 28,  
    2006   2005(a)   
Net asset value, beginning of period   $ 7.72     $ 6.52    
Income (loss) from investment operations:   
Net investment income (loss)     0.15       0.03    
Net realized and unrealized gain (loss)     2.67       1.44    
Total from investment operations     2.82       1.47    
Less distributions to shareholders:  
From net investment income     (0.11 )     (0.01 )  
From net realized gains     (0.04 )     (0.26 )  
Total distributions     (0.15 )     (0.27 )  
Net asset value, end of period   $ 10.39     $ 7.72    
Total Return(b)      36.92 %     23.05 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 392,370     $ 103,152    
Net expenses to average daily net assets     0.64 %     0.71 %*   
Net investment income to average daily net assets     1.66 %     0.99 %*   
Portfolio turnover rate     18 %     141 %††   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.04 %     0.16 %*   
Purchase premiums and redemption fees consisted of the following per share amounts:    $ 0.03     $ 0.04    

 

(a)  Period from September 23, 2004 (commencement of operations) through February 28, 2005.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

*  Annualized.

**  Not annualized.

†  Calculated using average shares outstanding throughout the period.

††  Calculation represents portfolio turnover of the Fund for the year ended February 28, 2005.

See accompanying notes to the financial statements.

16




GMO Emerging Markets Quality Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Emerging Markets Quality Fund, (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks broad exposure to the high-quality companies of its benchmark typically through investment in equity securities traded in the securities markets of emerging countries in Asia, Latin America, the Middle East, Africa, and Europe ("Emerging Markets"). The Fund's benchmark is the S&P/IFCI (Investable) Composite Index. Prior to September 23, 2004, the Fund's benchmark was the Asia 7 Index, an index maintained by the Manager and composed of the S&P/IFCI (Investable) Country Indices of seven Asian countries (China, Indonesia, Korea, Malaysia, the Philippines, Taiwan and Thailand), all of which are equally weighted.

For the year ended February 28, 2006, the Fund had two classes of shares outstanding: Class III and Class VI. The principal economic difference between the classes of shares is the level of shareholder service fees borne by the classes.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. For other assets, and in cases where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's

17



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

investments will be valued at "fair value", as determined in good faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close, but before the close of the NYSE. As a result, foreign equity securities held by the Fund are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. As of February 28, 2006, the Fund did not enter into any forward currency contracts.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with

18



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

the futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. As of February 28, 2006, the Fund did not enter into any futures contracts.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as

19



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. As of February 28, 2006, the Fund did not enter into any purchased option contracts.

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. See the Schedule of Investments for indexed securities held by the Fund as of February 28, 2006.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements

20



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the price of the security or index underlying these transactions. See the Schedule of Investments for a summary of open swap agreements entered into by the Fund as of February 28, 2006.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. As of February 28, 2006, the Fund had loaned securities having a market value of $8,121,335, collateralized by cash in the amount of $8,710,875, which was invested in short-term instruments.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary. Taxes on foreign interest and dividend income are generally withheld in accordance with the applicable country's tax treaty with the United States.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Dividends received by shareholders of the Fund which are derived from foreign source income and foreign taxes paid by the Fund may be treated, to the extent allowable under the Code, as if received and paid by the shareholders of the Fund.

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests. The Fund has recorded a deferred tax liability in respect of unrealized appreciation on foreign securities of $736,895 for potential capital gains and repatriation taxes as of February 28, 2006. The accrual for capital gains and repatriation taxes is included in net unrealized gain (loss) in the Statement of

21



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Operations. For the year ended February 28, 2006, the Fund incurred $17,865 in capital gain taxes which is included in net realized gain (loss) in the Statement of Operations.

The Fund is subject to a Contribuição Provisória sobre Movimentações Financiera ("CPMF") tax which is applied to foreign exchange transactions representing capital inflows or outflows to/from the Brazilian market. For the year ended February 28, 2006, the Fund incurred $4,903 in CPMF tax which is included in the net realized gain (loss) on investments in the Statement of Operations.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $7,106,894 and $3,425,970 respectively and long-term capital gains – $1,050,184 and $36,991,721, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $2,318,466 and $16,039,197 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to losses on wash sale transactions and passive foreign investment company transactions.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 442,007,069     $ 150,150,722     $ (2,774,778 )   $ 147,375,944    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to foreign currency transactions. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ (206,119 )   $ 206,119     $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

22



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities is accrued daily based upon an inflation adjusted principal. Additionally, any increase in the principal or face amount of the securities adjusted for inflation is recorded as interest income. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Allocation of operating activity

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. Investment income, common expenses and realized and unrealized gains and losses are allocated pro rata between the classes of shares of the Fund based on the relative net assets of each class. Shareholder service fees, which are directly attributable to a class of shares, are charged to that class's operations.

Purchases and redemptions of Fund shares

As of the date of this report, the premium on cash purchases and fee on redemptions of Fund shares were each 0.50% of the amount invested or redeemed. If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. These fees are allocated relative to each class's net assets on the share transaction date. For the years ended February 28, 2006 and February 28, 2005, the Fund received $1,444,193 and $503,084 in purchase premiums and $154,775 and $297,939 in redemption fees, respectively. There is no premium for reinvested distributions or in-kind transactions.

Investment risks

Investments in emerging countries present certain risks that are not inherent in many other securities. Many emerging countries present elements of political and/or economic instability. The securities markets of emerging countries are generally smaller and less developed than the securities markets of the U.S. and developed foreign markets. Further, countries may impose various types of foreign currency regulations or controls which may impede the Fund's ability to repatriate amounts it receives. The Fund may acquire interests in securities in anticipation of improving conditions in the related countries. These factors may result in significant volatility in the values of its holdings. The markets for emerging countries are relatively illiquid. Accordingly, the Fund may not be able to realize in an actual sale amounts approximating those used to value its holdings.

23



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.40% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets of each class at the annual rate of 0.15% for Class III shares and 0.055% for Class VI shares.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, custody fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.40% of the average daily net assets.

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $4,306 and $3,255, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $315,038,569 and $68,874,228, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholder and related parties

As of February 28, 2006, 55.1% of the outstanding shares of the Fund were held by one shareholder. Investment activities of this shareholder may have a material effect on the Fund.

24



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, 0.1% of the Fund's shares were held by seven related parties comprised of certain GMO employee accounts, and 98.1% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     14,333,276     $ 116,063,878       8,481,852     $ 57,280,306    
Shares issued to shareholders
in reinvestment of distributions
    329,743       2,997,691       4,364,286       28,188,546    
Shares repurchased     (6,332,605 )     (59,631,423 )     (12,472,068 )     (111,658,413 )  
Purchase premiums and
redemption fees
          703,183             457,595    
Net increase (decrease)     8,330,414     $ 60,133,329       374,070     $ (25,731,966 )  
    Year Ended
February 28, 2006
  Period from September 23, 2004
(commencement of operations)
through February 28, 2005
 
Class VI:   Shares   Amount   Shares   Amount  
Shares sold     24,022,660     $ 201,253,447       13,013,063     $ 89,384,542    
Shares issued to shareholders
in reinvestment of distributions
    541,077       4,973,390       350,886       2,459,715    
Shares repurchased     (178,181 )     (1,708,449 )              
Purchase premiums and
redemption fees
          895,785             343,428    
Net increase (decrease)     24,385,556     $ 205,414,173       13,363,949     $ 92,187,685    

 

25




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Emerging Markets Quality Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Emerging Markets Quality Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

26



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual Expenses

The first line of the table for each class 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.75 %   $ 1,000.00     $ 1,253.20     $ 4.19    
2) Hypothetical     0.75 %   $ 1,000.00     $ 1,021.08     $ 3.76    
Class VI  
1) Actual     0.65 %   $ 1,000.00     $ 1,252.20     $ 3.63    
2) Hypothetical     0.65 %   $ 1,000.00     $ 1,021.57     $ 3.26    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

27



GMO Emerging Markets Quality Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

During the year ended February 28, 2006, the Fund paid foreign taxes of $1,049,020 and recognized foreign source income of $9,732,986.

The Fund's distributions to shareholders include $1,050,184 from long-term capital gains.

For taxable, non-corporate shareholders, 54.96% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006, $0 and $806,162, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

28



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005) ; Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

29



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

30



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

31



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

32




GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.




GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Fixed Income Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Short-Duration Collateral Fund returned +3.9% for the fiscal year ended February 28, 2006, as compared to +3.7% for the JPMorgan U.S. 3-Month Cash Index.

The Fund outperformed the benchmark during the fiscal year by 0.2%. This outperformance was attributable to contributions from cash management strategies as well as from instrument selection. At fiscal year-end, approximately 99.4% of the portfolio was AAA-rated. At fiscal year-end, approximately 85% of the Fund was invested in highly-rated, floating rate, asset-backed securities, 3% in U.S. Treasury notes and cash, less than 1% in corporate bonds, 2% in U.S. Government-backed bonds, 9% in collateralized bonds, and less than 1% in non-AAA asset-backed securities.

The asset-backed holdings included issues backed by consumer receivables such as residential mortgages, credit card, and auto loans as well as commercial/corporate mortgages and receivables.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Debt Obligation(s)     96.5 %  
Short-Term Investment(s)     2.8    
Mutual Funds     0.7    
Swaps     0.1    
Call Options Purchased     0.0    
Forward Currency Contracts     0.0    
Futures     0.0    
Other     (0.1 )  
      100.0 %  
Industry Sector Summary   % of Debt Obligations  
Residential Asset-Backed Securities (United States)     22.6 %  
Credit Cards     18.6    
Auto Financing     8.6    
Student Loans     6.9    
Business Loans     6.0    
Residential Mortgage-Backed Securities (European)     4.8    
Residential Mortgage-Backed Securities (Australian)     4.7    
Investment Grade Corporate Collateralized Debt Obligations     3.5    
Insured Auto Financing     3.0    
Insured Residential Mortgage-Backed Securities (United States)     2.3    
CMBS     2.2    
Rate Reduction Bonds     1.7    
U.S. Government Agency     1.7    
Insured High Yield Collateralized Debt Obligations     1.6    
Insurance Premiums     1.2    
CMBS Collateralized Debt Obligations     1.1    
Insured Credit Cards     1.1    
Corporate Debt     1.0    
Equipment Leases     0.9    
Other     0.8    
Insured Residential Asset-Backed Securities (European)     0.7    
Airlines     0.6    
Insured Insurance Premiums     0.6    
Insured Business Loans     0.5    
Insured Residential Asset-Backed Securities (United States)     0.5    
Insured Time Share     0.5    
Emerging Markets Collateralized Debt Obligations     0.4    

 

1



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Industry Sector Summary — (Continued)   % of Debt Obligations  
Residential Mortgage-Backed Securities (United States)     0.4 %  
ABS Collateralized Debt Obligations     0.3    
Insured Transportation     0.3    
Trade Receivable     0.3    
High Yield Collateralized Debt Obligations     0.2    
U.S. Government     0.2    
Collateralized Loan Obligations     0.1    
Insured Collateralized Loan Obligations     0.1    
      100.0 %  

 

2




GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    DEBT OBLIGATION(S) — 96.5%  
    Asset-Backed Securities — 93.7%  
    ABS Collateralized Debt Obligations — 0.3%  
  15,000,000     Paragon CDO Ltd., Series 04-1A, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .65%, 5.25%, due 10/20/44
    15,000,000    
    Airlines — 0.6%  
  23,000,000     Aircraft Finance Trust, Series 99-1A, Class A1,
Variable Rate, 1 mo. LIBOR + .48%, 5.05%, due 05/15/24
    14,605,000    
  12,043,272     Continental Airlines Inc., Series 99-1A,, 6.55%, due 02/02/19     11,832,515    
      26,437,515    
    Auto Financing — 8.3%  
  30,000,000     ARG Funding Corp., Series 05-2A, Class A3, 144A,
Variable Rate, 1 mo. LIBOR + .14%, 4.71%, due 05/20/10
    30,103,140    
  4,685,285     Capital Auto Receivables Asset Trust (GMAC), Series 03-1, Class A3A, 2.75%,
due 04/16/07
    4,658,930    
  13,000,000     Chesapeake Funding Llc, Series 04-1A, Class A2, 144A,
Variable Rate, 1 mo. LIBOR + .16%, 4.73%, due 07/07/16
    12,997,920    
  24,000,000     Daimler Chrysler Auto Trust, Series 06-A, Class A1, 144A, 4.79%,
due 03/08/07
    24,000,000    
  28,000,000     Daimler Chrysler Master Owner Trust, Series 04-A, Class A,
Variable Rate, 1 mo. LIBOR + .03%, 4.60%, due 01/15/09
    27,977,600    
  9,293,552     Ford Credit Auto Owner Trust, Series 03-A, Class A4A, 2.70%, due 06/15/07     9,250,337    
  29,000,000     Ford Credit Auto Owner Trust, Series 06-A, Class A2B,
Variable Rate, 1 mo. LIBOR + .01%, 4.58%, due 09/15/08
    28,900,312    
  40,000,000     Ford Credit Floorplan Master Owner Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .15%, 4.72%, due 05/15/10
    39,957,607    
  13,931,801     Franklin Auto Trust, Series 05-1, Class A1, 4.50%, due 12/20/06     13,922,049    
  343,683     Honda Auto Receivables Owner Trust, Series 05-3, Class A1, 3.42%,
due 06/19/06
    343,167    
  5,271,767     Honda Auto Receivables Owner Trust, Series 05-6, Class A1, 4.51%,
due 12/18/06
    5,267,813    
  15,000,000     Nissan Auto Receivables Owner Trust, Series 04-C, Class A4,
Variable Rate, 1 mo. LIBOR + .04%, 4.61%, due 03/15/10
    15,004,687    

 

See accompanying notes to the financial statements.

3



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Auto Financing — continued  
  33,370,000     Nissan Master Owner Trust Receivables, Series 03-A, Class A1,
Variable Rate, 1 mo. LIBOR + .06%, 4.63%, due 09/15/08
    33,349,978    
  12,000,000     Nissan Master Owner Trust Receivables, Series 05-A, Class A,
Variable Rate, 1 mo. LIBOR + .03%, 4.60%, due 07/15/10
    12,000,000    
  38,000,000     Superior Wholesale Inventory Financing Trust, Series 05, Class A,
Variable Rate, 1 mo. LIBOR +.18%, 4.75%, due 06/15/10
    37,901,200    
  32,000,000     Truck Retail Installment Paper Corp., Series 05-1A, Class A, 144A,
Variable Rate, 1 mo. LIBOR +.27%, 4.84%, due 12/15/16
    31,975,040    
  16,000,000     Volkswagen Auto Lease Trust, Series 04-A, Class A4B,
Variable Rate, 1 mo. LIBOR + .10%, 4.67%, due 08/20/10
    16,009,280    
  10,000,000     Volkswagen Credit Auto Master Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .02%, 4.59%, due 07/20/10
    9,996,880    
  3,404,655     World Omni Auto Receivables Trust, Series 05-B, Class A1, 3.83%,
due 08/21/06
    3,403,299    
  14,000,000     World Omni Auto Receivables Trust, Series 06-A, Class A1, 4.85%,
due 03/15/07
    14,000,000    
      371,019,239    
    Business Loans — 5.8%  
  10,919,159     Bayview Commercial Asset Trust, Series 04-1, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .36%, 4.94%, due 04/25/34
    10,946,457    
  8,775,691     Bayview Commercial Asset Trust, Series 04-3, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .37%, 4.95%, due 01/25/35
    8,779,201    
  23,846,782     Bayview Commercial Asset Trust, Series 05-4A, Class A2,
Variable Rate, 1 mo. LIBOR + .39%, 4.97%, due 01/25/36
    23,832,474    
  7,239,312     Capitalsource Commercial Loan Trust, Series 04-1A, Class A2, 144A,
Variable Rate, 1 mo. LIBOR + .33%, 4.90%, due 04/20/13
    7,245,828    
  10,000,000     Capitalsource Commercial Loan Trust, Series 04-2A, Class A2,
Variable Rate, 1 mo. LIBOR + .25%, 4.82%, due 08/20/13
    10,007,000    
  6,646,076     Capitalsource Commercial Loan Trust, Series 05-1A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .09%, 4.66%, due 03/22/10
    6,640,759    
  6,881,198     COLTS Trust, Series 04-1A, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .34%, 4.83%, due 09/15/14
    6,887,391    
  8,626,183     GE Business Loan Trust, Series 04-1, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .29%, 4.86%, due 05/15/32
    8,643,781    

 

See accompanying notes to the financial statements.

4



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Business Loans — continued  
  10,941,467     GE Business Loan Trust, Series 05-2A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .24%, 4.81%, due 11/15/33
    10,955,143    
  25,000,000     GE Commercial Equipment Financing Llc, Series 05-1, Class A3B,
Variable Rate, 1 mo. LIBOR + .01%, 4.58%, due 03/20/09
    25,003,000    
  21,971,043     Lehman Brothers Small Balance Commercial, Series 05-1, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .25%, 4.83%, due 02/25/30
    21,971,043    
  18,631,512     Lehman Brothers Small Balance Commercial, Series 05-2, Class 1A, 144A,
Variable Rate, 1 mo. LIBOR + .25%, 4.83%, due 09/25/30
    18,637,334    
  1,527,229     Marlin Leasing Receivables Llc, Series 04-1A, Class A2, 144A,
Variable Rate, 1 mo. LIBOR + .22%, 4.79%, due 01/15/07
    1,527,351    
  7,673,058     Marlin Leasing Receivables Llc, Series 05-1A, Class A1, 144A, 4.05%,
due 08/15/06
    7,664,080    
  13,000,000     Navistar Financial Dealer Note Master Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .11%, 4.69%, due 02/25/13
    12,989,600    
  20,000,000     Navistar Financial Dealer Note Master Trust, Series 98-1, Class A,
Variable Rate, 1 mo. LIBOR + .16%, 4.82%, due 07/25/11
    20,022,600    
  53,000,000     Textron Financial Floorplan Master Note, Series 05-1A, Class A, 144A,
Variable Rate, 1 mo. LIBOR +.12%, 4.69%, due 05/13/10
    53,000,000    
  4,193,980     The Money Store Business Loan Backed Trust, Series 99-1, Class AN,
Variable Rate, 1 mo. LIBOR +.50%, 5.07%, due 09/15/17
    4,172,800    
      258,925,842    
    CMBS — 2.1%  
  15,728,754     Bear Stearns Commercial Mortgage Securities, Inc., Series 05-PW10,
Class A1, 5.09%, due 12/11/40
    15,694,347    
  10,000,000     Citigroup/Deutsche Bank Commercial Mortgage, Series 05-CD1, Class A2FL,
Variable Rate, 1 mo. LIBOR + .12%, 4.69%, due 07/15/44
    9,992,000    
  32,000,000     GE Capital Commercial Mortgage Corp., Series 05-C4, Class A2,
5.31%, due 11/10/45
    32,025,000    
  18,144,006     Greenwich Capital Commercial Funding Corp., Series 05-FL3A, Class A2, 144A,
Variable Rate, 1 mo. LIBOR + .20%, 4.86%, due 10/05/20
    18,149,676    
  6,390,240     J.P. Morgan Chase Commercial Mortgage Securities Corp., Series 04-FL1A,
Class A1, 144A, Variable Rate, 1 mo. LIBOR + .17%, 4.74%, due 04/16/19
    6,390,943    
  14,251,500     Morgan Stanley Dean Witter Capital I, Series 03-TOP9, Class A1,
3.98%, due 11/13/36
    13,694,244    
      95,946,210    

 

See accompanying notes to the financial statements.

5



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    CMBS Collateralized Debt Obligations — 1.1%  
  19,108,692     Crest Exeter Street Solar, Series 04-1A, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .35%, 4.87%, due 06/28/19
    19,119,966    
  30,000,000     Guggenheim Structured Real Estate Funding, Series 05-2A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .32%, 4.90%, due 08/26/30
    30,000,000    
      49,119,966    
    Collateralized Loan Obligations — 0.1%  
  6,000,000     Archimedes Funding IV (Cayman) Ltd., 4A A1, 144A,
Variable Rate, 1 mo. LIBOR + .48%, 5.28%, due 02/25/13
    6,018,000    
    Credit Cards — 18.0%  
  40,000,000     Advanta Business Card Master Trust, Series 03-B, Class A,
Variable Rate, 1 mo. LIBOR + .35%,, 4.92%, due 12/22/08
    40,042,000    
  13,500,000     Advanta Business Card Master Trust, Series 05-A1, Class A1,
Variable Rate, 1 mo. LIBOR + .07%, 4.64%, due 04/20/11
    13,504,320    
  20,000,000     Advanta Business Card Master Trust, Series 05-A2, Class A2,
Variable Rate, 1 mo. LIBOR + .13%, 4.70%, due 05/20/13
    20,062,500    
  7,000,000     Advanta Business Card Master Trust, Series 05-A5, Class A5,
Variable Rate, 1 mo. LIBOR + .06%, 4.63%, due 04/20/12
    6,997,900    
  27,000,000     American Express Credit Account Master Trust, Series 01-7, Class A,
Variable Rate, 1 mo. LIBOR + .12%, 4.69%, due 02/16/09
    27,014,045    
  5,000,000     American Express Credit Account Master Trust, Series 03-1, Class A,
Variable Rate, 1 mo. LIBOR + .11%, 4.68%, due 09/15/10
    5,009,450    
  9,800,000     American Express Credit Account Master Trust, Series 05-3, Class A,
Variable Rate, 1 mo. LIBOR, 4.57%, due 06/16/08
    9,791,180    
  35,000,000     American Express Credit Account Master Trust, Series 05-5, Class A,
Variable Rate, 1 mo. LIBOR + .04%, 4.61%, due 02/15/13
    35,005,600    
  15,000,000     American Express Credit Account Master Trust, Series 2001-6, Class A,
Variable Rate, 1 mo. LIBOR + .12%, 4.69%, due 12/15/06
    15,004,183    
  15,000,000     American Express Credit Account Master Trust, Series 2002-6, Class A,
Variable Rate, 1 mo. LIBOR + .14%, 4.71%, due 03/15/10
    15,031,916    
  25,000,000     Arran, Series 2005-A, Class A,
Variable Rate, 1 mo. LIBOR + .02%, 4.59%, due 12/15/10
    24,997,500    
  20,000,000     Bank One Issuance Trust, Series 02-A5, Class A5,
Variable Rate, 1 mo. LIBOR + .12%, 4.69%, due 06/15/10
    20,034,600    
  5,000,000     Bank One Issuance Trust, Series 03-1A, Class A1,
Variable Rate, 1 mo. LIBOR + .12%, 4.69%, due 09/15/10
    5,009,950    

 

See accompanying notes to the financial statements.

6



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Credit Cards — continued  
  7,670,000     Bank One Issuance Trust, Series 03-A10, Class A10,
Variable Rate, 1 mo. LIBOR + .11%, 4.68%, due 06/15/11
    7,680,738    
  27,715,000     Bank One Issuance Trust, Series 03-A3, Class A3,
Variable Rate, 1 mo. LIBOR + .11%, 4.68%, due 12/15/10
    27,753,801    
  12,000,000     Capital One Master Trust, Series 01-2, Class A,
Variable Rate, 1 mo. LIBOR + .14%, 4.71%, due 01/15/09
    12,000,480    
  15,000,000     Capital One Multi-Asset Execution Trust, Series 04-A3, Class A3,
Variable Rate, 1 mo. LIBOR + .10%, 4.67%, due 02/15/12
    15,035,156    
  26,275,000     Capital One Multi-Asset Execution Trust, Series 04-A7, Class A7,
Variable Rate, 3 mo. LIBOR + .15%, 4.90%, due 06/16/14
    26,394,026    
  25,000,000     Chase Credit Card Master Trust, Series 01-6, Class A,
Variable Rate, 1 mo. LIBOR + .13%, 4.70%, due 03/16/09
    25,026,207    
  15,650,000     Chase Credit Card Master Trust, Series 02-1, Class A,
Variable Rate, 1 mo. LIBOR +.10%, 4.67%, due 06/15/09
    15,666,241    
  22,000,000     Citibank Credit Card Issuance Trust, Series 01-A1, Class A1,
Variable Rate, 3 mo. LIBOR + .17%, 4.88%, due 02/07/10
    22,060,362    
  7,500,000     Citibank Credit Card Issuance Trust, Series 03-A4, Class A4,
Variable Rate, 3 mo. LIBOR + .07%, 4.57%, due 03/20/09
    7,506,445    
  20,000,000     Citibank Credit Card Issuance Trust, Series 04-A3, Class A3,
Variable Rate, 3 mo. LIBOR + .07%, 4.69%, due 07/25/11
    20,018,719    
  10,000,000     Citibank Credit Card Issuance Trust, Series 05-A3, Class A3,
Variable Rate, 1 mo. LIBOR + .07%, 4.64%, due 04/24/14
    9,999,976    
  28,000,000     Discover Card Master Trust I, Series 01-3, Class A,
Variable Rate, 1 mo. LIBOR + .15%, 4.72%, due 09/15/08
    28,001,309    
  10,000,000     Discover Card Master Trust I, Series 02-3, Class A,
Variable Rate, 1 mo. LIBOR + .11%, 4.68%, due 11/17/09
    10,008,232    
  45,000,000     Discover Card Master Trust I, Series 03-2, Class A,
Variable Rate, 1 mo. LIBOR + .13%, 4.70%, due 08/15/10
    45,112,500    
  12,000,000     Discover Card Master Trust I, Series 03-4, Class A1,
Variable Rate, 1 mo. LIBOR + .11%, 4.68%, due 05/15/11
    12,027,655    
  7,000,000     Discover Card Master Trust I, Series 05-4, Class A1,
Variable Rate, 1 mo. LIBOR + .06%, 4.63%, due 06/18/13
    7,008,750    
GBP 10,000,000     Earls Five Ltd., Series E, MTN,
Variable Rate, 3 mo. GBP LIBOR + .14%, 4.72%, due 02/27/08
    17,618,180    
  25,000,000     GE Capital Credit Card Master Note Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .04%, 4.61%, due 03/15/13
    25,015,625    

 

See accompanying notes to the financial statements.

7



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Credit Cards — continued  
  5,400,000     GE Capital Credit Card Master Note Trust, Series 2004-2, Class A,
Floating Rate, 1 mo. LIBOR + .04%, 4.61%, due 09/15/10
    5,403,375    
  20,000,000     Gracechurch Card Funding Plc, Series 2, Class A,
Variable Rate, 1 mo. LIBOR + .12%, 4.69%, due 10/15/09
    20,034,647    
  28,000,000     Gracechurch Card Funding Plc, Series 4, Class A,
Variable Rate, 1 mo. LIBOR + .05%, 4.62%, due 06/15/08
    28,003,920    
  3,000,000     MBNA Credit Card Master Note Trust, Series 01-A5, Class A5,
Variable Rate, 1 mo. LIBOR + .21%, 4.78%, due 03/15/11
    3,014,220    
  6,220,000     MBNA Credit Card Master Note Trust, Series 02-A9, Class A9,
Variable Rate, 3 mo. LIBOR + .09%, 4.69%, due 12/15/09
    6,225,540    
  31,976,000     MBNA Credit Card Master Note Trust, Series 03-A3, Class A3,
Variable Rate, 1 mo. LIBOR + .12%, 4.69%, due 08/16/10
    32,038,993    
  14,000,000     MBNA Credit Card Master Note Trust, Series 04-A7, Class A7,
Variable Rate, 1 mo. LIBOR + .10%, 4.67%, due 12/15/11
    14,039,375    
  15,000,000     MBNA Credit Card Master Note Trust, Series 04-A8, Class A8,
Variable Rate, 1 mo. LIBOR + .15%, 4.72%, due 01/15/14
    15,058,289    
  19,000,000     MBNA Credit Card Master Note Trust, Series 05-A5, Class A5,
Variable Rate, 1 mo. LIBOR, 4.57%, due 12/15/10
    19,000,000    
  9,100,000     Nordstrom Credit Card Master Note Trust, Series 02-1A, Class A,
144A, Variable Rate, 1 mo. LIBOR + .27%, 4.84%, due 10/13/10
    9,124,092    
  25,000,000     Pillar Funding Plc, Series 04-2, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .14%, 4.63%, due 09/15/11
    25,037,732    
  18,000,000     World Financial Network Credit Card Master Trust, Series 02-A, Class A,
Variable Rate, 1 mo. LIBOR + .43%, 5.00%, due 08/15/11
    18,079,200    
  31,100,000     World Financial Network Credit Card Master Trust, Series 04-A, Class A,
Variable Rate, 1 mo. LIBOR + .18%, 4.75%, due 03/15/13
    31,165,295    
  7,000,000     World Financial Network Credit Card Master Trust, Series 04-A, Class B,
Variable Rate, 1 mo. LIBOR + .10%, 4.67%, due 07/15/10
    6,998,460    
      804,662,684    
    Emerging Markets Collateralized Debt Obligations — 0.4%  
  362,406     Oasis CBO Ltd., 144A,
Variable Rate, 6 mo. LIBOR + 0.38%, 4.96%, due 05/30/11
    362,406    
  16,000,000     Santiago CDO Ltd., Series 05-1A, Class A, 144A,
Variable Rate, 6 mo. LIBOR + .40%, 4.75%, due 04/18/17
    16,025,600    
      16,388,006    

 

See accompanying notes to the financial statements.

8



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Equipment Leases — 0.9%  
  7,500,000     CNH Equipment Trust, Series 04-A, Class A4A,
Variable Rate, 1 mo. LIBOR + .11%, 4.68%, due 09/15/11
    7,507,031    
  23,000,000     CNH Equipment Trust, Series 05-A, Class A4A,
Variable Rate, 1 mo. LIBOR + .04%, 4.61%, due 06/15/12
    23,003,450    
  8,148,214     GE Equipment Small Ticket Llc, Series 05-2A, Class A1, 144A, 4.56%,
due 12/22/06
    8,142,510    
      38,652,991    
    High Yield Collateralized Debt Obligations — 0.1%  
  572,023     Nomura CBO Ltd., Series 97-2, Class A2, 144A, Step Up, 6.26%,
due 10/30/09
    573,453    
  3,906,367     Rhyno CBO Delaware Corp., Series 97-1, Class A-2, 144A, Step Up, 6.33%,
due 09/15/09
    3,914,531    
  2,504,594     SHYPPCO Finance Co., Series II, Class A-2B, 144A, 6.64%, due 06/15/10     2,379,364    
      6,867,348    
    Insurance Premiums — 1.2%  
  25,000,000     AICCO Premium Finance Master Trust, Series 04-1A, Class A,
Variable Rate, 1 mo. LIBOR + .18%, 4.75%, due 11/17/08
    25,032,227    
  16,000,000     AICCO Premium Finance Master Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .08%, 4.65%, due 04/15/10
    15,990,400    
  11,000,000     Mellon Bank Premium Finance Loan Master Trust, Series 04-1, Class A,
Variable Rate, 3 mo. LIBOR + .16%, 4.65%, due 06/15/09
    10,993,400    
      52,016,027    
    Insured Auto Financing — 2.9%  
  20,000,000     Aesop Funding II Llc, Series 03-2A, Class A1, 144A, MBIA, 2.74%,
due 06/20/07
    19,920,200    
  17,500,000     Aesop Funding II Llc, Series 03-5A, Class A2, 144A, XL Capital Assurance,
Variable Rate, 1 mo. LIBOR + .38%, 4.95%, due 12/20/09
    17,608,675    
  9,000,000     Aesop Funding II Llc, Series 04-2A, Class A2, 144A, FGIC,
Variable Rate, 1 mo. LIBOR + .12%, 4.69%, due 04/20/08
    9,002,812    
  10,000,000     Aesop Funding II Llc, Series 05-1A, Class A3, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + .12%, 4.69%, due 04/20/10
    9,935,000    
  19,550,000     AmeriCredit Automobile Receivables Trust, Series 05-BM, Class A4, MBIA,
Variable Rate, 1 mo. LIBOR +.08%, 4.65%, due 05/06/12
    19,565,273    

 

See accompanying notes to the financial statements.

9



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Insured Auto Financing — continued  
  1,090,944     AmeriCredit Automobile Receivables Trust, Series 05-CF,
Class A1, FSA, 3.84%, due 09/06/06
    1,090,868    
  17,000,000     Capital One Auto Finance Trust, Series 04-A, Class A4, AMBAC,
Variable Rate, 1 mo. LIBOR + .10%, 4.67%, due 03/15/11
    17,014,620    
  11,000,000     Capital One Auto Finance Trust, Series 04-B, Class A4, MBIA,
Variable Rate, 1 mo. LIBOR + .11%, 4.68%, due 08/15/11
    11,012,430    
  8,000,000     Hertz Vehicle Financing Llc, Series 05-2A, Class A5, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .25%, 4.83%, due 11/25/11
    8,006,562    
  15,000,000     Rental Car Finance Corp., Series 04-1A, Class A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .20%, 4.78%, due 06/25/09
    15,024,300    
      128,180,740    
    Insured Business Loans — 0.4%  
  8,733,811     CNL Commercial Mortgage Loan Trust, Series 03-2A, Class A1, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .44%, 5.02%, due 10/25/30
    8,793,375    
  10,839,735     Golden Securities Corp., Series 03-A, Class A1, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .30%, 4.87%, due 12/02/13
    10,842,229    
      19,635,604    
    Insured Collateralized Loan Obligations — 0.1%  
  4,170,958     PAMCO CLO, Series 98-1W, Class A, 144A, FSA,
Variable Rate, 3 mo. LIBOR + .17%, 4.85%, due 05/01/10
    4,166,787    
    Insured Credit Cards — 1.0%  
  11,000,000     Cabela's Master Credit Card Trust, Series 03-1A, Class A, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + .30%, 4.87%, due 01/15/10
    11,046,420    
  35,000,000     Cabela's Master Credit Card Trust, Series 04-2A, Class A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .12%, 4.69%, due 03/15/11
    35,071,050    
      46,117,470    
    Insured High Yield Collateralized Debt Obligations — 1.6%  
  30,961,538     Augusta Funding Ltd., Series 10A, Class F-1, 144A, CapMAC,
Variable Rate, 3 mo. LIBOR +.25%, 4.27%, due 06/30/17
    30,651,923    
  2,030,223     Cigna CBO, Series 96-1, Class A2, 144A, CapMAC, 6.46%, due 11/15/08     2,030,223    
  618,815     Clydesdale CBO I Ltd., Series 1A, Class A2, 144A, FSA, 6.83%, due 03/25/11     618,815    
  1,289,248     DLJ CBO Ltd., Series 1A, Class A2, FSA, 6.68%, due 04/15/11     1,302,141    

 

See accompanying notes to the financial statements.

10



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Insured High Yield Collateralized Debt Obligations — continued  
  10,000,000     GSC Partners CDO Fund Ltd., Series 03-4A, Class A3, 144A, AMBAC,
Variable Rate, 3 mo. LIBOR + .46%, 5.06%, due 12/16/15
    10,000,000    
  5,970,094     GSC Partners CDO Fund Ltd., Series 1A-A, 144A, FSA,
Variable Rate, 6 mo. LIBOR + .40%, 4.93%, due 05/09/12
    5,969,259    
  19,129,167     GSC Partners CDO Fund Ltd., Series 2A, Class A, 144A, FSA,
Variable Rate, 6 mo. LIBOR + .52%, 5.09%, due 05/22/13
    19,181,007    
  1,047,437     Spirit CBO, Series 03-4AW, AMBAC,
Variable Rate, 6 mo. LIBOR + .55%, 5.14%, due 05/23/11
    1,047,437    
      70,800,805    
    Insured Insurance Premiums — 0.6%  
  25,000,000     PFS Financing Corp., Series 01-FA, Class A, MBIA, 144A,
Variable Rate, 1 mo. LIBOR + .33%, 4.90%, due 06/15/08
    25,021,000    
    Insured Residential Asset-Backed Securities (European) — 0.7%  
GBP 7,771,598     RMAC Plc, Series 03-NS1A, Class A2A, 144A, AMBAC,
Variable Rate, 3 mo. GBP LIBOR + .45%, 5.09%, due 06/12/35
    13,679,874    
GBP 9,940,449     RMAC Plc, Series 03-NS2A, Class A2A, 144A, AMBAC,
Variable Rate, 3 mo. GBP LIBOR + .40%, 5.04%, due 09/12/35
    17,476,647    
      31,156,521    
    Insured Residential Asset-Backed Securities (United States) — 0.5%  
  9,067,380     Citigroup Mortgage Loan Trust, Inc., Series 03-HE3, Class A, AMBAC,
Variable Rate, 1 mo. LIBOR + .38%, 4.96%, due 12/25/33
    9,109,090    
  3,856,169     Quest Trust, Series 03-X4A, Class A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .43%, 5.01%, due 12/25/33
    3,862,713    
  3,452,595     Quest Trust, Series 04-X1, Class A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .33%, 4.91%, due 03/25/34
    3,455,012    
  4,346,778     Residential Asset Securities Corp., Series 02-KS3, Class A1B, AMBAC,
Variable Rate, 1 mo. LIBOR + .25%, 4.83%, due 05/25/32
    4,347,778    
  2,028,236     Residential Asset Securities Corp., Series 02-KS5, Class AIB3, AMBAC,
Variable Rate, 1 mo. LIBOR + .27%, 4.85%, due 08/25/32
    2,032,039    
      22,806,632    

 

See accompanying notes to the financial statements.

11



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Insured Residential Mortgage-Backed Securities (United States) — 2.2%  
  3,815,516     Chevy Chase Mortgage Funding Corp., Series 03-4, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .34%, 4.72%, due 10/25/34
    3,820,095    
  10,288,186     Chevy Chase Mortgage Funding Corp., Series 04-1A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .33%, 4.71%, due 01/25/38
    10,295,388    
  37,000,000     GMAC Mortgage Corp. Loan Trust, Series 05-HE3, Class A1, AMBAC,
Variable Rate, 1 mo. LIBOR + .11%, 4.69%, due 02/25/36
    37,005,781    
  2,352,723     GreenPoint Home Equity Loan Trust, Series 04-1, Class A, AMBAC,
Variable Rate, 1 mo. LIBOR + .23%, 4.81%, due 07/25/29
    2,353,829    
  2,828,914     GreenPoint Home Equity Loan Trust, Series 04-4, Class A, AMBAC,
Variable Rate, 1 mo. LIBOR + .28%, 4.85%, due 08/15/30
    2,833,214    
  6,314,517     Lehman ABS Corp., Series 04-2, Class A, AMBAC,
Variable Rate, 1 mo. LIBOR + .22%, 4.80%, due 06/25/34
    6,316,491    
  2,026,508     Residential Funding Mortgage Securities II, Series 03-HS1, Class AII, FGIC,
Variable Rate, 1 mo. LIBOR + .29%, 4.87%, due 12/25/32
    2,027,774    
  14,383,257     SBI Heloc Trust, Series 05-HE1, Class 1A, 144A, FSA,
Variable Rate, 1 mo. LIBOR + .19%, 4.77%, due 11/25/35
    14,383,257    
  9,831,220     Wachovia Asset Securitization Inc., Series 02-HE1, Class A, AMBAC,
Variable Rate, 1 mo. LIBOR + .37%, 4.95%, due 09/27/32
    9,856,290    
  10,949,416     Wachovia Asset Securitization Inc., Series 04-HE1, Class A, MBIA,
Variable Rate, 1 mo. LIBOR + .22%, 4.80%, due 06/25/34
    10,953,686    
      99,845,805    
    Insured Time Share — 0.5%  
  6,953,383     Cendant Timeshare Receivables Funding Llc, Series 04-1A, Class A2, 144A,
MBIA, Variable Rate, 1 mo. LIBOR + .18%, 4.75%, due 05/20/16
    6,953,362    
  14,817,116     Cendant Timeshare Receivables Funding Llc, Series 05-1A, Class A2, 144A,
FGIC, Variable Rate, 1 mo. LIBOR + .18%, 4.75%, due 05/20/17
    14,817,116    
      21,770,478    
    Insured Transportation — 0.3%  
  12,250,000     GE Seaco Finance, Series 04-1A, Class A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .30%, 4.87%, due 04/17/19
    12,250,000    
    Investment Grade Corporate Collateralized Debt Obligations — 3.3%  
  20,000,000     Counts Trust, Series 04-2, 144A,
Variable Rate, 3 mo. LIBOR + .95%, 5.45%, due 09/20/09
    20,419,200    

 

See accompanying notes to the financial statements.

12



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Investment Grade Corporate Collateralized Debt Obligations — continued  
  10,000,000     Morgan Stanley ACES SPC, Series 04-12, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .60%, 5.31%, due 08/05/09
    10,019,125    
  7,000,000     Morgan Stanley ACES SPC, Series 04-12, Class I, 144A,
Variable Rate, 3 mo. LIBOR + .80%, 5.51%, due 08/05/09
    6,993,000    
  6,000,000     Morgan Stanley ACES SPC, Series 04-15, Class I, 144A,
Variable Rate, 3 mo. LIBOR + .45%, 4.95%, due 12/20/09
    6,008,437    
  11,000,000     Morgan Stanley ACES SPC, Series 04-15, Class II, 144A,
Variable Rate, 3 mo. LIBOR + .65%, 5.15%, due 12/20/09
    11,021,270    
  3,000,000     Morgan Stanley ACES SPC, Series 04-15, Class III, 144A,
Variable Rate, 3 mo. LIBOR + .75%, 5.25%, due 12/20/09
    2,993,400    
  16,000,000     Morgan Stanley ACES SPC, Series 05-10, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .52%, 5.02%, due 03/20/10
    16,000,000    
  30,000,000     Morgan Stanley ACES SPC, Series 05-15, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .40%, 4.90%, due 12/20/10
    30,037,500    
  16,000,000     Morgan Stanley ACES SPC, Series 05-2A, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .45%, 4.95%, due 03/20/10
    16,000,000    
  30,000,000     Salisbury International Investments Ltd., Series E, MTN,
Variable Rate, 3 mo. LIBOR + .42%, 4.92%, due 06/22/10
    29,865,000    
      149,356,932    
    Other — 0.8%  
  5,000,000     Ensec Home Finance Pool Ltd., Series 05-R1A, 144A,
Variable Rate, 1 mo. LIBOR + .20%, 4.77%, due 05/15/14
    5,003,754    
  29,000,000     TIB Card Receivables Fund, 144A, FGIC,
Variable Rate, 4 mo. LIBOR + .25%, 4.79%, due 01/05/14
    28,982,600    
      33,986,354    
    Rate Reduction Bonds — 1.6%  
  6,640,682     California Infrastructure PG&E, Series 97-1, Class A7, 6.42%, due 09/25/08     6,664,522    
  3,510,000     Connecticut RRB Special Purpose Trust CL&P-1, Series 01-1, Class A4,
Variable Rate, 3 mo. LIBOR + .31%, 4.84%, due 12/30/10
    3,509,812    
  23,000,000     Massachusetts RRB Special Purpose Trust, Series 2005-1, Class A3, 4.13%,
due 09/15/13
    22,242,478    
  30,000,000     PG&E Energy Recovery Funding Llc, Series 05-1, Class A4, 4.37%,
due 06/25/14
    28,973,220    

 

See accompanying notes to the financial statements.

13



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Rate Reduction Bonds — continued  
  12,500,000     PSE&G Transition Funding Llc, Series 01-1, Class A4,
Variable Rate, 3 mo. LIBOR + .30%, 4.79%, due 06/15/11
    12,560,457    
      73,950,489    
    Residential Asset-Backed Securities (United States) — 21.8%  
  6,682,588     ACE Securities Corp., Series 04-OP1, Class A2B,
Variable Rate, 1 mo. LIBOR + .22%, 4.80%, due 04/25/34
    6,683,590    
  16,378,000     ACE Securities Corp., Series 05-AG1, Class A2B,
Variable Rate, 1 mo. LIBOR + .21%, 4.79%, due 08/25/35
    16,380,457    
  20,000,000     ACE Securities Corp., Series 05-ASP1, Class A2B,
Variable Rate, 1 mo. LIBOR + .21%, 4.85%, due 09/25/35
    20,022,400    
  7,000,000     ACE Securities Corp., Series 05-ASP1, Class A2C,
Variable Rate, 1 mo. LIBOR + .27%, 4.85%, due 09/25/35
    7,006,720    
  36,409,000     ACE Securities Corp., Series 06-ASP1, Class A2B, 4.73%, due 12/25/35     36,409,000    
  8,184,000     ACE Securities Corp., Series 06-ASP1, Class A2B,
Variable Rate, 1 mo. LIBOR + .15%, 4.73%, due 12/25/35
    8,187,437    
  34,170,473     ACE Securities Corp., Series 06-SL1, Class A,
Variable Rate, 1 mo. LIBOR + .16%, 4.74%, due 09/25/35
    34,175,940    
  3,331,908     Aegis Asset Backed Securities Trust, Series 04-1, Class A,
Variable Rate, 1 mo. LIBOR + .35%, 4.93%, due 04/25/34
    3,333,973    
  15,000,000     Aegis Asset Backed Securities Trust, Series 04-5, Class 1A2,
Variable Rate, 1 mo. LIBOR + .34%, 4.92%, due 03/25/31
    15,016,350    
  29,835,000     Aegis Asset Backed Securities Trust, Series 04-6, Class 1A2,
Variable Rate, 1 mo. LIBOR + .27%, 4.85%, due 03/25/25
    29,872,294    
  14,346,555     Aegis Asset Backed Securities Trust, Series 05-3, Class A1,
Variable Rate, 1 mo. LIBOR + .10%, 4.68%, due 08/25/35
    14,347,114    
  7,000,000     Aegis Asset Backed Securities Trust, Series 05-5 , Class 1A2,
Variable Rate, 1 mo. LIBOR + .18%, 4.76%, due 12/25/35
    7,009,870    
  5,034,681     Ameriquest Mortgage Securities, Inc., Series 04-R2, Class A3,
Variable Rate, 1 mo. LIBOR + .20%, 4.78%, due 04/25/34
    5,035,271    
  22,000,000     Argent Securities, Inc., Series 04-W8, Class A5,
Variable Rate, 1 mo. LIBOR + .52%, 5.10%, due 05/25/34
    22,079,062    
  35,000,000     Argent Securities, Inc., Series 06-W2, Class A2B,
Variable Rate, 1 mo. LIBOR + .19%, 4.77%, due 03/25/36
    35,000,000    
  10,000,000     Bayview Financial Acquisition Trust, Series 04-B, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .50%, 5.11%, due 05/28/39
    10,010,937    

 

See accompanying notes to the financial statements.

14



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Residential Asset-Backed Securities (United States) — continued  
  10,400,000     Bayview Financial Acquisition Trust, Series 04-B, Class A2, 144A,
Variable Rate, 1 mo. LIBOR + .65%, 5.26%, due 05/28/39
    10,411,375    
  15,000,000     Bayview Financial Acquisition Trust, Series 05-A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .50%, 5.11%, due 02/28/40
    15,030,469    
  4,000,000     Carrington Mortgage Loan Trust, Series 05-OPT2, Class A1B,
Variable Rate, 1 mo. LIBOR + .15%, 4.73%, due 05/25/35
    3,996,800    
  26,000,000     Carrington Mortgage Loan Trust, Series 05-OPT2, Class A1C,
Variable Rate, 1 mo. LIBOR + .23%, 4.81%, due 05/25/35
    25,979,200    
  3,409,065     Centex Home Equity, Series 04-B, Class AV3,
Variable Rate, 1 mo. LIBOR + .20%, 4.78%, due 03/25/34
    3,409,597    
  202,296     Centex Home Equity, Series 04-C, Class AV3,
Variable Rate, 1 mo. LIBOR + .13%, 4.71%, due 11/25/28
    202,300    
  9,400,000     Centex Home Equity, Series 05-A, Class AV2,
Variable Rate, 1 mo. LIBOR + .20%, 4.78%, due 07/25/34
    9,400,000    
  7,000,000     Centex Home Equity, Series 05-A, Class AV3,
Variable Rate, 1 mo. LIBOR + .34%, 4.92%, due 01/25/35
    7,008,750    
  32,000,000     Centex Home Equity, Series 05-C, Class AV3,
Variable Rate, 1 mo. LIBOR + .23%, 4.81%, due 06/25/35
    32,040,000    
  1,418,157     Chase Funding Mortgage Loan Trust, Series 03-3, Class 2A2,
Variable Rate, 1 mo. LIBOR + .27%, 4.85%, due 04/25/33
    1,419,575    
  2,081,365     Citifinancial Mortgage Securities, Inc., Series 04-1, Class AF1,
Variable Rate, 1 mo. LIBOR + .09%, 4.67%, due 04/25/34
    2,080,117    
  4,212,238     Citigroup Mortgage Loan Trust, Inc., Series 04-OPT1, Class A1B,
Variable Rate, 1 mo. LIBOR + .41%, 4.99%, due 10/25/34
    4,227,402    
  6,607,171     Countrywide Asset-Backed Certificates, Series 04-9, Class 2AV2,
Variable Rate, 1 mo. LIBOR + .34%, 4.92%, due 05/25/33
    6,611,115    
  16,812,355     Countrywide Asset-Backed Certificates, Series 05-4, Class AF1,
Variable Rate, 1 mo. LIBOR + .13%, 4.71%, due 10/25/35
    16,812,519    
  6,421,182     Credit-Based Asset Servicing and Securitization, Series 04-CB6, Class AV1,
Variable Rate, 1 mo. LIBOR + .33%, 4.91%, due 07/25/35
    6,432,219    
  2,810,101     Equity One ABS, Inc., Series 04-1, Class AV2,
Variable Rate, 1 mo. LIBOR + .30%, 4.88%, due 04/25/34
    2,810,979    
  30,000,000     Fremont Home Loan Trust, Series 05-B, Class 2A2,
Variable Rate, 1 mo. LIBOR + .20%, 4.78%, due 04/25/35
    29,985,613    
  11,000,000     Fremont Home Loan Trust, Series 05-C, Class 2A2,
Variable Rate, 1 mo. LIBOR + .16%, 4.74%, due 07/25/35
    11,003,437    

 

See accompanying notes to the financial statements.

15



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Residential Asset-Backed Securities (United States) — continued  
  29,477,000     GE-WMC Mortgage Securities, Series 05-2, Class A2B,
Variable Rate, 1 mo. LIBOR + .17%, 4.75%, due 12/25/35
    29,500,029    
  26,800,000     Greenpoint Mortgage Funding Trust, Series 05-HE1, Class A2,
Variable Rate, 1 mo. LIBOR + .10%, 4.68%, due 09/25/34
    26,800,000    
  10,659,000     GreenPoint Mortgage Funding Trust, Series 05-HE4, Class 2A3C,
Variable Rate, 1 mo. LIBOR + .25%, 4.83%, due 07/25/30
    10,668,993    
  19,145,000     GSAMP Trust, Series 05-HE3, Class A2B,
Variable Rate, 1 mo. LIBOR + .22%, 4.80%, due 06/25/35
    19,136,507    
  10,874,342     Household Home Equity Loan Trust, Series 05-2, Class A2,
Variable Rate, 1 mo. LIBOR + .31%, 4.88%, due 01/20/35
    10,894,731    
  11,822,070     Household Home Equity Loan Trust, Series 05-3, Class A2,
Variable Rate, 1 mo. LIBOR + .29%, 4.86%, due 01/20/35
    11,838,233    
  5,352,164     Household Mortgage Loan Trust, Series 04-HC1, Class A,
Variable Rate, 1 mo. LIBOR + .35%, 4.92%, due 02/20/34
    5,355,391    
  691,754     Indy Mac Home Equity Loan Asset-Backed Trust, Series 04-C, Class 2A1,
Variable Rate, 1 mo. LIBOR + .16%, 4.74%, due 03/25/35
    691,761    
  3,586,332     Master Asset Backed Securities Trust, Series 04-OPT1, Class A3,
Variable Rate, 1 mo. LIBOR + .26%, 4.84%, due 02/25/34
    3,587,049    
  10,000,000     Master Asset Backed Securities Trust, Series 05-FRE1, Class A4,
Variable Rate, 1 mo. LIBOR + .25%, 4.83%, due 10/25/35
    9,999,000    
  10,321,812     Master Asset Backed Securities Trust, Series 05-HE1, Class A1,
Variable Rate, 1 mo. LIBOR + .10%, 4.68%, due 05/25/35
    10,320,780    
  14,000,000     Master Asset Backed Securities Trust, Series 06-HE1, Class A1,
Variable Rate, 1 mo. LIBOR + .08%, 4.66%, due 01/25/36
    14,000,000    
  30,828,000     Master Second Lien Trust, Series 06-1, Class A,
Variable Rate, 1 mo. LIBOR + .16%, 4.73%, due 09/25/08
    30,803,338    
  15,000,000     Morgan Stanley ABS Capital I, Series 04-HE5, Class A4,
Variable Rate, 1 mo. LIBOR + .53%, 5.11%, due 06/25/34
    15,121,875    
  8,191,456     Morgan Stanley ABS Capital I, Series 04-HE9, Class A3C,
Variable Rate, 1 mo. LIBOR + .30%, 4.88%, due 11/25/34
    8,206,815    
  6,467,993     Morgan Stanley ABS Capital I, Series 04-NC4, Class A3,
Variable Rate, 1 mo. LIBOR + .23%, 4.81%, due 04/25/34
    6,470,768    
  8,487,067     Morgan Stanley ABS Capital I, Series 04-SD1, Class A,
Variable Rate, 1 mo. LIBOR + .40%, 4.98%, due 08/25/34
    8,495,023    
  11,795,600     New Century Home Equity Loan Trust, Series 04-3, Class A5,
Variable Rate, 1 mo. LIBOR + .35%, 4.93%, due 11/25/34
    11,814,031    

 

See accompanying notes to the financial statements.

16



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Residential Asset-Backed Securities (United States) — continued  
  10,527,521     New Century Home Equity Loan Trust, Series 05-3, Class A2A,
Variable Rate, 1 mo. LIBOR + .09%, 4.67%, due 07/25/35
    10,531,216    
  20,000,000     Nomura Home Equity Loan, Inc., Series 05-FM1, Class 2A2,
Variable Rate, 1 mo. LIBOR + .22%, 4.80%, due 05/25/35
    20,000,000    
  16,016,000     Nomura Home Equity Loan, Inc., Series 06-FM1, Class 2A2,
Variable Rate, 1 mo. LIBOR + .16%, 4.74%, due 11/25/35
    16,016,000    
  4,000,000     Option One Mortgage Loan Trust, Series 05-3, Class A4,
Variable Rate, 1 mo. LIBOR + .25%, 4.83%, due 08/25/35
    4,000,000    
  12,003,526     Ownit Mortgage Loan Asset Backed Certificates, Series 05-2, Class A2A,
Variable Rate, 1 mo. LIBOR + .11%, 4.69%, due 03/25/36
    12,003,526    
  33,000,000     Park Place Securities, Inc., Series 05-WCW2, Class A2B,
Variable Rate, 1 mo. LIBOR + .15%, 4.73%, due 07/25/35
    32,967,000    
  28,000,000     People's Choice Home Loan Securities Trust, Series 05-4, Class 1A2,
Variable Rate, 1 mo. LIBOR + .26%, 4.84%, due 12/25/35
    28,048,160    
  25,000,000     People's Choice Home Loan Securities, Series 05-3, Class 1A2,
Variable Rate, 1 mo. LIBOR + .27%, 4.85%, due 08/25/35
    25,031,250    
  22,751,937     RAAC, Series 05-RP3, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .23%, 4.81%, due 05/29/39
    22,743,519    
  16,000,000     Residential Asset Mortgage Products, Inc., Series 05-RS4, Class A3,
Variable Rate, 1 mo. LIBOR + .23%, 4.81%, due 04/25/35
    16,012,500    
  12,000,000     Residential Asset Mortgage Products, Inc., Series 05-RS8 Class A2, 4.82%,
due 10/25/33
    12,025,308    
  3,830,304     Saxon Asset Securities Trust, Series 04-1, Class A,
Variable Rate, 1 mo. LIBOR + .27%, 4.85%, due 03/25/35
    3,832,697    
  8,864,395     Security National Mortgage Loan Trust, Series 05-2A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .29%, 4.87%, due 02/25/36
    8,869,935    
  14,455,000     SG Mortgage Securities Trust, Series 05-OPT1, Class A2,
Variable Rate, 1 mo. LIBOR + .26%, 4.84%, due 10/25/35
    14,479,863    
  5,465,372     Specialty Underwriting & Residential Finance, Series 05-BC2, Class A2A,
Variable Rate, 1 mo. LIBOR + .10%, 4.68%, due 12/25/35
    5,464,518    
  13,000,000     Structured Asset Investment Loan Trust, Series 06-1, Class A3,
Variable Rate, 1 mo. LIBOR + .20%, 4.78%, due 01/25/36
    13,002,032    
  34,000,000     Structured Asset Securities Corp., Series 05-S6, Class A2,
Variable Rate, 1 mo. LIBOR + .29%, 4.87%, due 11/25/35
    34,053,142    
  4,294,679     Wells Fargo Home Equity Trust, Series 04-2, Class AI1A,
Variable Rate, 1 mo. LIBOR + .17%, 4.75%, due 02/25/18
    4,294,008    
      976,510,880    

 

See accompanying notes to the financial statements.

17



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Residential Mortgage-Backed Securities (Australian) — 4.5%  
  18,121,765     Australian Mortgage Securities II, G3 A1A,
Variable Rate, 3 mo. LIBOR + .21%, 4.76%, due 01/10/35
    18,161,271    
  18,358,665     Crusade Global Trust, Series 04-2, Class A1,
Variable Rate, 3 mo. LIBOR + .13%, 4.90%, due 11/19/37
    18,381,949    
  8,865,184     Crusade Global Trust, Series 05-1, Class A1,
Variable Rate, 3 mo. LIBOR + .06%, 4.56%, due 06/17/37
    8,860,042    
  25,000,000     Crusade Global Trust, Series 06-1, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .06%, 4.74%, due 07/20/38
    25,000,000    
  14,567,770     Interstar Millennium Trust, Series 03-3G, Class A2,
Variable Rate, 3 mo. LIBOR + .25%, 4.77%, due 09/27/35
    14,600,031    
  14,224,355     Interstar Millennium Trust, Series 03-5G, Class A2,
Variable Rate, 3 mo. LIBOR + .25%, 4.85%, due 01/20/36
    14,254,420    
  14,795,109     Interstar Millennium Trust, Series 04-2G, Class A,
Variable Rate, 3 mo. LIBOR + .20%, 4.69%, due 03/14/36
    14,818,257    
  9,307,726     Medallion Trust, Series 03-1G, Class A,
Variable Rate, 3 mo. LIBOR + .19%, 4.69%, due 12/21/33
    9,327,551    
  7,872,363     Medallion Trust, Series 04-1G, Class A1,
Variable Rate 3 mo. LIBOR + .13%, 4.93%, due 05/25/35
    7,875,512    
  5,711,969     Medallion Trust, Series 04-1G, Class A1,
Variable Rate, 3 mo. LIBOR + .13%, 4.93%, due 05/25/35
    5,714,254    
  7,201,924     Medallion Trust, Series 05-1G, Class A1,
Variable Rate, 3 mo. LIBOR + .08%, 4.80%, due 05/10/36
    7,200,340    
  23,503,453     National RMBS Trust, Series 04-1, Class A1,
Variable Rate, 3 mo. LIBOR + .11%, 4.61%, due 03/20/34
    23,521,081    
  7,826,455     Superannuation Members Home Loans Global Fund, Series 7, Class A1,
Variable Rate, 3 mo. LIBOR + .14%, 4.60%, due 03/09/36
    7,833,655    
  6,593,710     Superannuation Members Home Loans Global Fund, Series 8, Class A1,
Variable Rate, 3 mo. LIBOR + .07%, 4.64%, due 01/12/37
    6,594,738    
  21,423,706     Westpac Securitization Trust, Series 05-1G, Class A1,
Variable Rate, 3 mo. LIBOR + .07%, 4.57%, due 03/23/36
    21,412,780    
      203,555,881    
    Residential Mortgage-Backed Securities (European) — 4.6%  
  15,000,000     Gracechurch Mortgage Funding Plc, Series 1A, Class A2B, 144A,
Variable Rate, 3 mo. LIBOR + .07%, 4.60%, due 10/11/41
    14,995,076    
  8,571,425     Granite Master Issuer Plc, Series 05-1, Class A1,
Variable Rate, 1 mo. LIBOR + .04%, 4.61%, due 12/20/19
    8,571,401    

 

See accompanying notes to the financial statements.

18



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Residential Mortgage-Backed Securities (European) — continued  
  9,000,000     Granite Master Issuer Plc, Series 05-2, Class A4,
Variable Rate, 3 mo. LIBOR + .08%, 4.85%, due 12/20/54
    9,004,219    
  15,000,000     Granite Mortgages Plc, Series 04-3, Class 2A1,
Variable Rate, 3 mo. LIBOR + .14%, 4.64%, due 09/20/44
    15,027,000    
  18,668,200     Leek Finance Plc, Series 14A, Class A2B, 144A,
Variable Rate, 3 mo. LIBOR + .18%, 4.83%, due 09/21/36
    18,673,800    
  22,113,250     Leek Finance Plc, Series 15A, Class AB, 144A,
Variable Rate, 3 mo. LIBOR + .14%, 4.64%, due 03/21/37
    22,102,193    
  8,000,000     Leek Finance Plc, Series 16A, Class A1B, 144A,
Variable Rate, 3 mo. LIBOR + .06%, 4.36%, due 09/21/37
    7,997,600    
  9,888,200     Lothian Mortgages Plc, Series 3A, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .14%, 4.76%, due 07/24/19
    9,895,122    
  14,000,000     Paragon Mortgages Plc, Series 6A, Class A2A, 144A,
Variable Rate, 3 mo. LIBOR + .35%, 4.84%, due 03/15/30
    14,013,791    
  15,951,288     Paragon Mortgages Plc, Series 7A, Class A1A, 144A,
Variable Rate, 3 mo. LIBOR + .46%, 4.96%, due 05/15/34
    15,961,698    
  20,000,000     Permanent Financing Plc, Series 5, Class 2A,
Variable Rate, 3 mo. LIBOR + .11%, 4.59%, due 06/10/11
    20,016,000    
  10,000,000     Permanent Financing Plc, Series 6, Class 2A,
Variable Rate, 3 mo. LIBOR + .09%, 4.57%, due 12/10/11
    9,989,000    
  5,000,000     Permanent Financing Plc, Series 7, Class 2A,
Variable Rate, 3 mo. LIBOR + .04%, 4.52%, due 09/10/14
    5,000,000    
  22,500,000     Permanent Financing Plc, Series 8, Class 2A,
Variable Rate, 3 mo. LIBOR + .07%, 4.55%, due 06/10/14
    22,482,000    
  13,998,720     Residential Mortgage Securities, Series 20A, Class A1B, 144A,
Variable Rate, 3 mo. LIBOR + .07%, 4.79%, due 08/10/30
    13,989,971    
      207,718,871    
    Residential Mortgage-Backed Securities (United States) — 0.4%  
  5,480,182     Chevy Chase Mortgage Funding Corp., Series 04-3, Class A2,
Variable Rate, 1 mo. LIBOR + .25%, 4.63%, due 08/25/35
    5,431,956    
  13,284,492     Mellon Residential Funding Corp., Series 04-TBC1, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .25%, 4.83%, due 02/26/34
    13,284,492    
      18,716,448    

 

See accompanying notes to the financial statements.

19



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Student Loans — 6.7%  
  22,000,000     College Loan Corp. Trust, Series 04-1, Class A2,
Variable Rate, 3 mo. LIBOR + .11%, 4.73%, due 04/25/16
    22,028,600    
  8,000,000     College Loan Corp. Trust, Series 05-1, Class A1,
Variable Rate, 3 mo. LIBOR + .03%, 4.65%, due 01/25/14
    7,997,600    
  16,969,513     Collegiate Funding Services Education Loan Trust I, Series 05-A, Class A1,
Variable Rate, 3 mo. LIBOR + .02%, 4.54%, due 09/29/14
    16,968,850    
  19,500,000     Keycorp Student Loan Trust, Series 05-A, Class 2A1,
Variable Rate, 3 mo. LIBOR + .05%, 4.24%, due 09/27/21
    19,491,030    
  11,351,290     Montana Higher Education Student Assistance Corp., Series 05-1, Class A,
Variable Rate, 3 mo. LIBOR +.04%, 4.54%, due 06/20/15
    11,344,479    
  17,589,268     National Collegiate Student Loan Trust, Series 04-1, Class A1,
Variable Rate, 3 mo. LIBOR +.12%, 4.64%, due 06/25/14
    17,594,545    
  15,494,015     National Collegiate Student Loan Trust, Series 04-2, Class A1,
Variable Rate, 1 mo. LIBOR + .11%, 4.69%, due 04/25/23
    15,488,902    
  20,000,000     Nelnet Educational Loan Funding Corp., Series 04-2A, Class A3,
Variable Rate, 3 mo. LIBOR + .10%, 4.90%, due 11/25/15
    20,011,600    
  37,000,000     Nelnet Student Loan Trust, Series 05-3, Class A3,
Variable Rate, 3 mo. LIBOR + .05%, 4.55%, due 06/22/17
    37,000,000    
  20,000,000     SLM Student Loan Trust, Series 05-10, Class A2,
Variable Rate, 3 mo. LIBOR + .01%, 4.57%, due 04/25/15
    19,989,063    
  17,000,000     SLM Student Loan Trust, Series 05-3, Class A3,
Variable Rate, 3 mo. LIBOR + .03%, 4.65%, due 07/25/16
    16,975,727    
  30,000,000     SLM Student Loan Trust, Series 05-6, Class A2,
Variable Rate, 3 mo. LIBOR, 4.62%, due 07/25/16
    29,990,625    
  28,449,755     SLM Student Loan Trust, Series 05-7, Class A1,
Variable Rate, 3 mo. LIBOR, 4.62%, due 01/25/18
    28,055,726    
  28,000,000     SLM Student Loan Trust, Series 06-1, Class A1,
Variable Rate, 3 mo. LIBOR - .02%, 4.61%, due 01/25/12
    28,000,000    
  7,691,815     SMS Student Loan Trust, Series 97-A, Class A,
Variable Rate, 3 mo. U.S. Treasury Bill + .60%, 5.16%, due 10/27/25
    7,726,197    
      298,662,944    
    Trade Receivable — 0.3%  
  13,000,000     SSCE Funding Llc, Series 04-1, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .23%, 4.80%, due 11/15/10
    13,008,125    
    Total Asset-Backed Securities     4,198,272,594    

 

See accompanying notes to the financial statements.

20



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($)   Description   Value ($)  
    Corporate Debt — 1.0%  
  22,000,000     TIAA Global Markets, 144A,
Variable Rate, 3 mo. LIBOR + .10%, 4.67%, due 01/12/11
    22,011,000    
  20,500,000     Westralia Airports Corp., 144A, MBIA, 6.48%, due 04/01/10     21,358,745    
      43,369,745    
    U.S. Government — 0.2%  
  10,000,000     U.S. Treasury Note, 2.25%, due 04/30/06(a)      9,959,375    
    U.S. Government Agency — 1.6%  
  800,000     Agency for International Development Floater (Support of Belize),
Variable Rate, 6 mo. U.S. Treasury Bill + .50%, 5.25%, due 01/01/14
    799,000    
  2,920,000     Agency for International Development Floater (Support of C.A.B.E.I.),
Variable Rate, 6 mo. U.S. Treasury Bill + .40%, 5.15%, due 10/01/12
    2,909,050    
  1,203,594     Agency for International Development Floater (Support of Honduras),
Variable Rate, 3 mo. U.S. Treasury Bill x 117%, 4.49%, due 10/01/11
    1,195,320    
  15,000,000     Agency for International Development Floater (Support of India),
Variable Rate, 3 mo. LIBOR + .10%, 4.79%, due 02/01/27
    14,887,500    
  4,244,853     Agency for International Development Floater (Support of Jamaica),
Variable Rate, 6 mo. U.S. Treasury Bill + .75%, 5.50%, due 03/30/19
    4,258,118    
  19,000,000     Agency for International Development Floater (Support of Morocco),
Variable Rate, 6 mo. LIBOR - .015%, 4.93%, due 02/01/25
    18,750,625    
  15,000,000     Agency for International Development Floater (Support of Morocco),
Variable Rate, 6 mo. LIBOR + .15%, 5.09%, due 10/29/26
    14,962,500    
  1,008,720     Agency for International Development Floater (Support of Morocco),
Variable Rate, 6 mo. U.S. Treasury Bill + .45%, 5.20%, due 11/15/14
    1,003,677    
  1,856,571     Agency for International Development Floater (Support of Peru), Series A,
Variable Rate, 6 mo. U.S. Treasury Bill +.35%, 5.10%, due 05/01/14
    1,843,806    
  12,337,500     Agency for International Development Floater (Support of Tunisia),
Variable Rate, 6 mo. LIBOR, 4.94%, due 07/01/23
    12,244,969    
  1,000,001     Agency for International Development Floater (Support of Zimbabwe),
Variable Rate, 3 mo. U.S. Treasury Bill X 115%, 4.82%, due 01/01/12
    988,126    
      73,842,691    
    TOTAL DEBT OBLIGATION(S) (COST $4,327,276,662)     4,325,444,405    

 

See accompanying notes to the financial statements.

21



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Principal Amount /
Shares /
Par Value ($)
  Description   Value ($)  
    CALL OPTIONS PURCHASED — 0.0%  
    Options on Bonds — 0.0%  
  25,000,000     Bellsouth Telecommunications,
7.00%, due 12/01/95, Expires 10/26/06, Strike 100.00
    777,585    
    TOTAL CALL OPTIONS PURCHASED (COST $2,281,250)     777,585    
    MUTUAL FUNDS — 0.7%  
  29,902,734     Merrimac Cash Series, Premium Class     29,902,734    
    TOTAL MUTUAL FUNDS (COST $29,902,734)     29,902,734    
    SHORT-TERM INVESTMENT(S) — 2.8%  
  50,000,000     Rabobank USA Financial Corp. Commercial Paper, 4.54%, due 03/01/2006     50,000,000    
  75,000,000     UBS Financial Corp. Commercial Paper, 4.48%, due 03/01/2006     75,000,000    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $125,000,000)     125,000,000    
    TOTAL INVESTMENTS — 100.0%
(Cost $4,484,460,646)
    4,481,124,724    
        Other Assets and Liabilities (net) — 0.0%     (812,341 )  
    TOTAL NET ASSETS — 100.0%   $ 4,480,312,383    

 

See accompanying notes to the financial statements.

22



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Futures Contracts

Number of
Contracts
  Type   Expiration Date   Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Sales      
  260     U.S. Treasury Note 5 Yr. (CBT)   June 2006   $ 27,296,962     $ (51,788 )  

 

At February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Forward currency contracts

Settlement
Date
  Deliver   Units of Currency   Value   Net Unrealized
Appreciation
(Depreciation)
 
Sales      
  4/11/06       GBP       25,000,000     $ 43,861,810     $ 535,690    

 

Swap Agreements

Credit Default Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
on Default
  Net
Unrealized
Appreciation
(Depreciation)
 
  60,000,000 USD   9/20/2010   Morgan Stanley           Credit Swap    
   
        Capital Services Inc.   Receive     0.40 %   Eagle Creek    
   
                  CDO   $ 94,172    
  31,000,000 USD   3/20/2013   Morgan Stanley              
   
        Capital Services Inc.   Receive     0.25 %   MS Synthetic    
   
                    2006-1       (184,701 )  
  28,000,000 USD   3/20/2015   Lehman Brothers   Receive     0.88 %   Credit Swap AAA    
   
                  CDO     (442,696 )  
    $ (533,225 )  

 

See accompanying notes to the financial statements.

23



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Interest Rate Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable
Rate
  Net
Unrealized
Appreciation
(Depreciation)
 
  50,000,000 USD   1/09/2008   JP Morgan              
   
        Chase Bank   (Pay)     3.43 %   3 month LIBOR   $ 1,581,460    
  45,000,000 USD   3/04/2008   JP Morgan              
   
        Chase Bank   (Pay)     3.10 %   3 month LIBOR     1,751,611 *   
  40,000,000 USD   1/24/2011   Goldman Sachs   (Pay)     6.07 %   3 month LIBOR     (1,704,741 )**   
  30,000,000 USD   2/07/2012   Deutsche Bank              
   
        AG   (Pay)     4.33 %   3 month LIBOR     1,129,204    
  38,100,000 USD   2/24/2013   JP Morgan              
   
        Chase Bank   (Pay)     4.54 %   3 month LIBOR     1,180,781 *   
    $ 3,938,315    

 

Total Return Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Net
Unrealized
Appreciation
(Depreciation)
 
  50,000,000 USD   3/01/2006   Citigroup   1 month LIBOR   Return on Lehman  
 
        - 0.025%   Brothers CMBS AAA   $ (98,876 )  
  65,000,000 USD   3/31/2006   Citigroup   1 month LIBOR   Return on Lehman  
 
      + 0.15%   Brothers CMBS AAA     (137,071 )  
    $ (235,947 )  

 

*  Includes unrealized gains of $513,041 incurred by GMO Alpha LIBOR Fund prior to transfer to the Fund on March 31, 2004.

**  Includes unrealized gains of $4,887,149 incurred by GMO Alpha LIBOR Fund prior to transfer to the Fund on November 27, 2002.

See accompanying notes to the financial statements.

24



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Notes to Schedule of Investments:

144A - Securities exempt from registration under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional investors.

ACES - Aerolineas Centrales de Colombia

AMBAC - Insured as to the payment of principal and interest by AMBAC Assurance Corporation.

C.A.B.E.I. - Central American Bank of Economic Integration

CapMAC - Insured as to the payment of principal and interest by Capital Markets Assurance Corporation.

CBO - Collateralized Bond Obligation

CDO - Collateralized Debt Obligation

CLO - Collateralized Loan Obligation

CMBS - Commercial Mortgage Backed Security

FGIC - Insured as to the payment of principal and interest by Financial Guaranty Insurance Corporation.

FSA - Insured as to the payment of principal and interest by Financial Security Assurance.

GBP - British Pound

GMAC - Insured as to the payment of principal and interest by General Motors Acceptance Corporation.

LIBOR - London Interbank Offered Rate

MBIA - Insured as to the payment of principal and interest by MBIA Insurance Corp.

MTN - Medium Term Note

USD - United States Dollar

(a)  All or a portion of this security has been segregated to cover margin requirements on open financial futures contracts and open swap contracts (Note 2).

See accompanying notes to the financial statements.

25




GMO Short-Duration Collateral Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value (cost $4,484,460,646) (Note 2)   $ 4,481,124,724    
Cash     3,851,104    
Receivable for Fund shares sold     15,475,000    
Interest receivable     14,792,382    
Unrealized appreciation on open forward currency contracts (Note 2)     535,690    
Receivable for open swap contracts (Note 2)     5,737,228    
Receivable for expenses reimbursed by Manager (Note 3)     67,389    
Total assets     4,521,583,517    
Liabilities:  
Payable for investments purchased     38,000,000    
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer fees     6,971    
Interest payable for open swap contracts (Note 2)     380,244    
Payable for open swap contracts (Note 2)     2,568,085    
Payable for variation margin on open futures contracts (Note 2)     60,315    
Accrued expenses     255,519    
Total liabilities     41,271,134    
Net assets   $ 4,480,312,383    
Net assets consist of:  
Paid-in capital   $ 4,449,646,723    
Accumulated undistributed net investment income     57,266,002    
Accumulated net realized loss     (31,531,841 )  
Net unrealized appreciation     4,931,499    
    $ 4,480,312,383    
Net assets:   $ 4,480,312,383    
Shares outstanding     175,028,944    
Net asset value per share   $ 25.60    

 

See accompanying notes to the financial statements.

26



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Interest (including securities lending income of $435)   $ 159,156,464    
Total investment income     159,156,464    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     448,389    
Audit and tax fees     112,236    
Legal fees     96,258    
Trustees fees and related expenses (Note 3)     74,980    
Interest expense (Note 2)     529,506    
Miscellaneous     70,513    
Total expenses     1,331,882    
Fees and expenses reimbursed by Manager (Note 3)     (677,613 )  
Net expenses     654,269    
Net investment income (loss)     158,502,195    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     826,998    
Closed futures contracts     735,354    
Closed swap contracts     2,505,303    
Foreign currency, forward contracts and foreign currency related transactions     3,559,937    
Net realized gain (loss)     7,627,592    
Change in net unrealized appreciation (depreciation) on:  
Investments     (12,899,266 )  
Open futures contracts     (323,172 )  
Open swap contracts     (111,928 )  
Foreign currency, forward contracts and foreign currency related transactions     2,083,982    
Net unrealized gain (loss)     (11,250,384 )  
Net realized and unrealized gain (loss)     (3,622,792 )  
Net increase (decrease) in net assets resulting from operations   $ 154,879,403    

 

See accompanying notes to the financial statements.

27



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 158,502,195     $ 65,897,081    
Net realized gain (loss)     7,627,592       (9,874,861 )  
Change in net unrealized appreciation (depreciation)     (11,250,384 )     5,200,805    
Net increase (decrease) in net assets from operations     154,879,403       61,223,025    
Distributions to shareholders from:  
Net investment income     (117,072,626 )     (43,986,168 )  
Net realized gains           (1,370,773 )  
      (117,072,626 )     (45,356,941 )  
Net share transactions (Note 7):     958,616,426       1,716,487,912    
Total increase (decrease) in net assets     996,423,203       1,732,353,996    
Net assets:  
Beginning of period     3,483,889,180       1,751,535,184    
End of period (including accumulated undistributed net
investment income of $57,266,002 and $7,014,031,
respectively)
  $ 4,480,312,383     $ 3,483,889,180    

 

See accompanying notes to the financial statements.

28




GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Financial Highlights
(For a share outstanding throughout each period)

    Year Ended February 28/29  
    2006   2005   2004   2003(a)   
Net asset value, beginning of period   $ 25.33     $ 25.18     $ 25.01     $ 25.00    
Income (loss) from investment operations:  
Net investment income (loss)      1.01       0.59       0.56       0.18    
Net realized and unrealized gain (loss)     (0.03 )     (0.09 )     0.06 (b)      (0.12 )  
Total from investment operations     0.98       0.50       0.62       0.06    
Less distributions to shareholders:  
From net investment income     (0.71 )     (0.34 )     (0.45 )     (0.05 )  
From net realized gains           (0.01 )              
Total distributions     (0.71 )     (0.35 )     (0.45 )     (0.05 )  
Net asset value, end of period   $ 25.60     $ 25.33     $ 25.18     $ 25.01    
Total Return(c)      3.89 %     2.01 %     2.48 %     0.24 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 4,480,312     $ 3,483,889     $ 1,751,535     $ 1,146,954    
Net operating expenses to average daily net assets(d)      0.00 %     0.00 %     0.00 %     0.00 %*   
Interest expense to average daily net assets     0.02 %           0.00 %(e)         
Total net expenses to average daily net assets     0.02 %     0.00 %(f)      0.00 %(f)      0.00 %*   
Net investment income to average daily net assets     3.96 %     2.31 %     2.51 %     2.94 %*   
Portfolio turnover rate     45 %     34 %     33 %     15 %**   
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.02 %     0.02 %     0.02 %     0.05 %*   

 

(a)  Period from November 26, 2002 (commencement of operations) through February 28, 2003.

(b)  The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain/loss for the period due to the timing of purchases and redemptions of Fund shares in relation to the fluctuating market values of the Fund.

(c)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(d)  Net operating expenses were less than 0.01% to average daily net assets.

(e)  Interest expense was less than 0.01% to average daily net assets.

(f)  Total net expenses were less than 0.01% to average daily net assets.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

29




GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Short-Duration Collateral Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks total return in excess of its benchmark. The Fund seeks to achieve its objective by investing primarily in relatively high quality fixed income instruments. The Fund's benchmark is the J.P. Morgan U.S. 3-Month Cash Index.

Shares of the Fund are not publicly offered and are principally available only to other funds of the Trust and certain accredited investors.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction. A security's value or exchange rate may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value.

30



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Some fixed income securities are valued at the closing bid for such securities as supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager is informed of erratic or unusual movements (including unusual inactivity) in the prices supplied for a security and, at its discretion, may override a price supplied by a source (by taking a price supplied by another source).

Certain investments in securities held by the Fund are valued on the basis of a price provided by a principal market maker. The prices provided by the principal market makers may differ from the value that would be realized if the securities were sold and the differences could be material to the Fund. As of February 28, 2006, the total value of these securities represented 30.6% of net assets.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. The value of the currencies the Fund has committed to buy or sell is shown in the Schedule of Investments and represents the currency exposure the Fund has acquired or hedged through forward currency contracts as of February 28, 2006.

31



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with the futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

32



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. See the Schedule of Investments for open purchased option contracts entered into by the Fund as of February 28, 2006.

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Loan agreements

The Fund may invest in direct debt instruments which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates. The Fund's investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. A loan is often administered by a bank or other financial institution (the "lender") that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan agreement and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. As of February 28, 2006, the Fund did not enter into any loan agreements.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. As of February 28, 2006, the Fund did not hold any indexed securities.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into interest rate, total return, forward swap spread lock and credit default swap agreements. Interest rate swap agreements involve the

33



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. Forward swap spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. The Fund may use credit default swaps to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where the Fund owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreements. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. See the Schedule of Investments for a summary of open swap agreements entered into by the Fund as of February 28, 2006.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. As of February 28, 2006, the Fund did not enter into any repurchase agreements.

34



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities the Fund has sold but is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. As of February 28, 2006, the Fund did not enter into any reverse repurchase agreements.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. As of February 28, 2006, the Fund had no securities on loan.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $117,072,626 and $44,069,070, respectively and long-term capital gains – $0 and $1,287,871, respectively.

35



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $59,255,603 of undistributed ordinary income. The temporary differences between book and tax basis distributable earnings are primarily due to derivative contracts transactions.

As of February 28, 2006, the Fund had capital loss carryforwards available to offset future capital gains, if any, to the extent permitted by the Code, of $29,576,884, $142,552 and $614,650 expiring in 2011, 2012 and 2014, respectively. Utilization of the capital loss carryforwards above could be subject to limitations imposed by the Code related to share ownership activity.

As of February 28, 2006, the Fund elected to defer to March 1, 2006 post-October capital losses of $1,248,363.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:


Aggregate Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 4,484,202,390     $ 10,128,516     $ (13,206,182 )   $ (3,077,666 )  

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to derivative contract transactions and certain differences in the computation of distributable income and capital gains under U.S. federal tax rules versus U.S. GAAP. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ 8,822,402     $ (9,166,947 )   $ 344,545    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities is accrued daily based upon an inflation adjusted principal. Additionally, any increase in the principal or face amount of the securities adjusted for inflation is recorded as interest income.

36



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

3.  Fees and other transactions with affiliates

GMO does not charge the Fund any management or service fees for its services. In addition, effective until at least June 30, 2007, GMO has contractually agreed to reimburse all of the Fund's expenses (excluding fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes).

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $43,328 and $26,129, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 28, 2006, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $     $ 137,989,920    
Investments (non-U.S. Government securities)     2,854,185,802       1,550,687,196    

 

37



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders

As of February 28, 2006, 60.3% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. All of the shareholders are other funds of the Trust. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, 100% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
    Shares   Amount   Shares   Amount  
Shares sold     96,847,329     $ 2,480,509,800       107,900,318     $ 2,728,975,542 *   
Shares issued to shareholders
in reinvestment of distributions
    4,614,675       117,072,626       1,801,070       45,356,941    
Shares repurchased     (63,990,041 )     (1,638,966,000 )     (41,697,536 )     (1,057,844,571 )  
Net increase (decrease)     37,471,963     $ 958,616,426       68,003,852     $ 1,716,487,912    

 

*  Shares sold amount is reduced by unrealized loss on investments of $2,036,420 incurred by GMO Alpha LIBOR Fund prior to conversion to the Fund on March 31, 2004.

38




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Short-Duration Collateral Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Short-Duration Collateral Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (Untied States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

39



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs. 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
1) Actual     0.02 %   $ 1,000.00     $ 1,021.10     $ 0.10    
2) Hypothetical     0.02 %   $ 1,000.00     $ 1,024.70     $ 0.10    

 

*  Expenses are calculated using the annualized net expense ratio (including interest expense), for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

40



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 28, 2006 of $83,913,391 or if determined to be different, the qualified interest income of such year.

41



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000.
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

42



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation
(a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.
 

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

43



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

44



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

45




GMO Core Plus Bond Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Core Plus Bond Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Fixed Income Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Core Plus Bond Fund returned +3.1% for the fiscal year ended February 28, 2006, as compared to +2.7% for the Lehman Brothers U.S. Aggregate Index. The Fund's exposure to various issues is achieved directly and indirectly through its investment in certain underlying GMO mutual funds, primarily in the GMO Emerging Country Debt Fund, the GMO World Opportunity Overlay Fund, and the GMO Short-Duration Collateral Fund.

The Fund outperformed the benchmark during the fiscal year by 0.4%. Value added from currency selection, emerging debt exposure, and cash management offset interest rate strategy underperformance.

Global bond yields fell across the board during the first half of 2005, although they began heading higher in the third quarter of 2005 and carrying into the New Year. Major, sustained bond market positions included overweights in Sweden and Canada and underweights in the U.K. and Switzerland. The Fund had been overweight Australia early in 2005 and moved to an underweight position later in the year. U.S., Canada, Australia, and Euro-area positions were the largest positive contributors. Underweights in the U.K. and Switzerland and a recent overweight in Japan detracted from performance.

The U.S. dollar gained versus most currencies in 2005, began weakening in December, then stabilized in February. For much of 2005 the Fund had been overweight relatively higher yielding currencies like Australian dollars, New Zealand dollars, and British sterling and underweight lower yielding currencies such as Japanese yen and euro. In general, the underweights added value, while the overweights did not.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Performance for Class IV will vary due to different fees. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Core Plus Bond Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligation(s)     98.2 %  
Short-Term Investment(s)     2.4    
Mutual Funds     0.9    
Call Options Purchased     0.2    
Loan Assignments     0.2    
Loan Participations     0.2    
Put Options Purchased     0.2    
Forward Currency Contracts     0.2    
Preferred Stocks     0.1    
Forward Start Options     0.0    
Futures     0.0    
Promissory Notes     0.0    
Rights and Warrants     0.0    
Written Options     0.1    
Swaps     0.0    
Reverse Repurchase Agreements     (0.5 )  
Other     (2.0 )  
      100.0 %  
Country/Region Summary**   % of Investments  
United States     95.3 %  
Sweden     18.2    
Canada     15.7    
Euro Region***     5.1    
Japan     3.3    
Switzerland     (7.7 )  
Australia     (13.5 )  
United Kingdom     (16.4 )  
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

**  The table above incorporates aggregate indirect country exposure associated with investments in underlying fund(s). The table excludes short-term investment(s) and any investment in underlying fund(s) that is less than 3% of invested assets. The table includes values of derivative contracts.

***  The "Euro Region" is comprised of Belgium, Finland, France, Germany, Ireland, Italy, the Netherlands and Spain.

1




GMO Core Plus Bond Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006


Par Value
 
Description
 
Value ($)
 
      DEBT OBLIGATION(S) — 6.2%        
      Albania — 0.2%        
      Foreign Government Obligations        
USD 15,681,227     Republic of Albania Par Bond, Zero Coupon, due 08/31/25 (a)(b)      5,716,759    
      Austria — 0.2%        
         Corporate Debt        
GBP 500,000     Bank Austria Creditanstalt AG, 8.38%, due 11/04/11     1,022,070    
USD 4,175,000     Bank Austria Creditanstalt AG, 144A, 7.25%, due 02/15/17     4,832,104    
    Total Austria     5,854,174    
      Brazil — 0.2%        
      Foreign Government Obligations        
USD 10,000,000     Brazil Discount Bond, Principal Strip, Series D1A, Zero Coupon,
due 04/15/24 (a)(b) 
    3,889,821    
      Canada — 0.1%        
      Foreign Government Obligations        
CAD 4,000,000     Government of Canada (Cayman), 7.25%, due 06/01/08     3,739,434    
      Luxembourg — 0.3%        
      Corporate Debt        
USD 8,000,000     Tyco International Group SA, 5.80%, due 08/01/06     8,019,040    
      United States — 5.2%        
      Corporate Debt — 0.9%        
USD 10,000,000     General Electric Capital Corp, Series MTNA, 5.88%, due 02/15/12     10,350,800    
USD 5,000,000     Wells Fargo & Co, 5.00%, due 11/15/14     4,899,900    
USD 5,000,000     Target Corp, 4.00%, due 06/15/13     4,681,500    
USD 5,000,000     Verizon Global Funding Corp, 4.38%, due 06/01/13     4,689,100    
      24,621,300    

 

See accompanying notes to the financial statements.

2



GMO Core Plus Bond Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value /
Principal Amount
  Description   Value ($)  
      U.S. Government — 2.1%        
USD 5,000,000     U.S. Treasury Note, 4.00%, due 09/30/07     4,944,531    
USD 10,100,000     U.S. Treasury Receipts, 0.00%, due 02/15/10 (b)      8,206,949    
USD 10,100,000     U.S. Treasury Receipts, 0.00%, due 02/15/12 (b)      7,402,611    
USD 10,100,000     U.S. Treasury Receipts, 0.00%, due 08/15/12 (b)      7,210,463    
USD 30,458,500     U.S. Treasury Inflation Indexed Note, 3.63%, due 01/15/08 (c)(d)      31,534,066    
      59,298,620    
      U.S. Government Agency — 2.2%        
USD 60,000,000     Fannie Mae, TBA, 6.00%, due 03/01/36     60,562,500    
    Total United States     144,482,420    
    TOTAL DEBT OBLIGATION(S) (COST $166,996,220)     171,701,648    
      CALL OPTIONS PURCHASED — 0.1%        
      Currency Options — 0.1%        
  130,300,000     AUD Call/USD Put, Expires 06/07/06, Strike 0.744     1,516,327    
    TOTAL CALL OPTIONS PURCHASED (COST $2,409,414)     1,516,327    
      PUT OPTIONS PURCHASED — 0.2%        
      Currency Options — 0.2%        
  14,500,000,000     USD Put/JPY Call, Expires 04/04/06, Strike 116.30     1,979,105    
  14,700,000,000     USD Put/JPY Call, Expires 04/18/06, Strike 118.50     3,961,650    
      5,940,755    
    TOTAL PUT OPTIONS PURCHASED (COST $4,842,401)     5,940,755    

 

See accompanying notes to the financial statements.

3



GMO Core Plus Bond Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares /
Principal Amount
  Description   Value ($)  
      FORWARD START OPTIONS — 0.0%        
      Currency Options — 0.0%        
  18,080,000,000     JPY Put/USD Call, Expires 09/18/06, Strike TBD     69,789    
    TOTAL FORWARD START OPTIONS (COST $0)     69,789    
      PREFERRED STOCKS — 0.1%        
      United States — 0.1%        
  10,000     Home Ownership Funding 2 Preferred 144A, 13.338%     2,791,760    
    TOTAL PREFERRED STOCKS (COST $3,318,495)     2,791,760    
      MUTUAL FUNDS — 95.4%        
      Affiliated Issuer(s) — 95.4%        
  7,359,112     GMO Emerging Country Debt Fund, Class IV     83,157,963    
  78,174,311     GMO Short-Duration Collateral Fund     2,001,262,353    
  93,858     GMO Special Purpose Holding Fund     772,451    
  21,968,896     GMO World Opportunity Overlay Fund     554,275,256    
    TOTAL MUTUAL FUNDS (COST $2,624,482,314)     2,639,468,023    
    TOTAL INVESTMENTS — 102.0%
(Cost $2,802,048,844)
    2,821,488,302    
      Other Assets and Liabilities (net) — (2.0%)     (55,001,365 )  
    TOTAL NET ASSETS — 100.0%   $ 2,766,486,937    

 

See accompanying notes to the financial statements.

4



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Forward currency contracts


Settlement
Date
 

Deliver/Receive
 

Units of Currency
 

Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys                              
3/21/06   AUD     475,900,000     $ 353,191,817     $ (1,344,854 )  
4/18/06   CHF     141,000,000       107,981,494       (1,067,230 )  
4/11/06   GBP     92,100,000       161,586,908       788,213    
3/07/06   JPY     30,560,000,000       264,173,222       135,803    
5/02/06   NZD     231,300,000       152,500,716       511,690    
    $ (976,378 )  
Sales                              
3/21/06   AUD     369,000,000     $ 273,855,391     $ 3,017,943    
3/28/06   CAD     125,900,000       110,853,821       (1,736,270 )  
4/18/06   CHF       198,400,000       151,939,918       529,569    
4/25/06   EUR     277,500,000       331,826,380       (212,350 )  
4/11/06   GBP       61,000,000       107,022,816       1,307,084    
3/07/06   JPY     93,470,000,000       807,993,164       5,355,388    
    $ 8,261,364    

 

Forward cross currency contracts

Settlement
Date
  Deliver/Units of Currency   Receive/In Exchange For   Net Unrealized
Appreciation
(Depreciation)
 
3/14/06   EUR 161,500,000     NOK 1,281,550,950     $ (2,595,827 )  
4/04/06   EUR 132,500,000     SEK 1,224,559,700       (3,126,638 )  
3/14/06   NOK 636,093,965     EUR 79,100,000       23,899    
4/04/06   SEK 1,859,791,661     EUR 199,000,000       2,081,065    
    $ (3,617,501 )  

 

See accompanying notes to the financial statements.

5



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Futures contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  4,270     Canadian Government
Bond 10 Yr.
  June 2006   $ 423,712,350     $ (560,877 )  
  299     EURO BOBL   March 2006     39,967,382       (66,462 )  
  623     EURO Bund   March 2006     89,411,041       (130,513 )  
  63     Japanese Government
Bond 10 Yr. (TSE)
  March 2006     74,012,958       (105,736 )  
  1,406     U.S. Long Bond   June 2006     159,009,812       (268,301 )  
  2,133     U.S. Treasury Note 10 Yr.   June 2006     230,164,031       (234,176 )  
    $ (1,366,065 )  
Sales      
  1,653     Australian Government
Bond 10 Yr.
  March 2006   $ 129,386,745     $ 677,001    
  3,258     Australian Government
Bond 3 Yr.
  March 2006     246,815,206       433,814    
  445     U.S. Treasury
Note 5 Yr. (CBT)
  June 2006     46,808,437       (45,265 )  
  2,521     UK Gilt Long Bond   June 2006     501,508,785       2,115,038    
    $ 3,180,588    

 

See accompanying notes to the financial statements.

6



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

As of February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Swap Agreements

Credit Default Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Net
Unrealized
Appreciation
(Depreciation)
 
  5,000,000     USD   4/2/2007   Lehman Brothers   Receive     0.52 %   General Electric    
   
                                Capital Corp.   $ 29,055    
  3,000,000     USD   4/17/2007   UBS AG   Receive     0.80 %   EOP
Operating LP
    25,544    
  3,000,000     USD   4/17/2007   UBS AG   Receive     0.47 %   Goldman Sachs
Group, Inc.
    14,434    
  3,000,000     USD   4/17/2007   Bear Stearns   Receive     1.28 %   National Rural
Utilities
Cooperative
Finance Corp.
    44,470    
  10,000,000     USD   12/20/2007   Citigroup   Receive     2.41 %   AOL Time
Warner, Inc.
    428,168    
  5,000,000     USD   6/20/2008   Lehman Brothers   Receive     0.50 %   Dominion
Resources, Inc.
    32,323    
  5,000,000     USD   6/20/2008   Deutsche
Bank AG
  Receive     0.48 %   Household
Finance Corp.
    46,253    
  5,000,000     USD   6/20/2008   Deutsche
Bank AG
  Receive     0.65 %   Kraft Foods, Inc.     64,847    
  5,000,000     USD   6/20/2008   Deutsche
Bank AG
  Receive     0.40 %   Norfolk
Southern Corp.
    36,141    
  5,000,000     USD   6/20/2008   Deutsche
Bank AG
  Receive     0.40 %   Washington
Mutual, Inc.
    25,613    
  10,000,000     USD   9/20/2008   Deutsche
Bank AG
  Receive     0.32 %   American
International
Group, Inc.
    57,962    
  10,000,000     USD   12/20/2008   Lehman Brothers   Receive     0.27 %   Federal Home
Loan Bank
System
    61,098    

 

See accompanying notes to the financial statements.

7



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Swap Agreements — continued

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Net
Unrealized
Appreciation
(Depreciation)
 
  5,000,000     USD   5/20/2009   JP Morgan               United    
   
                Chase Bank   Receive     1.13 %   Mexican States   $ 129,050    
  5,000,000     USD   6/20/2009   Citigroup   Receive     0.25 %   ConocoPhillips Co.     20,496    
  5,000,000     USD
  6/20/2009   Barclays
Bank PLC
  Receive     0.91 %   Sprint
Capital Corp.
    114,975    
  5,000,000     USD   6/20/2009   Lehman Brothers   Receive     0.67 %   Wyeth Energy     89,488    
  5,000,000     USD   9/20/2009   UBS AG   Receive     0.59 %   Capital One Bank     73,377    
  5,000,000     USD   9/20/2009   Citigroup   Receive     0.30 %   Coca-Cola
Enterprises, Inc.
    23,888    
  5,000,000     USD   9/20/2009   Citigroup   Receive     0.69 %   Comcast Cable
Communications,
Inc.
    69,971    
  5,000,000     USD   9/20/2009   UBS AG   Receive     0.62 %   Devon
Energy Corp.
    77,480    
  5,000,000     USD   9/20/2009   Barclays
Bank PLC
  Receive     0.54 %   Duke Energy
Corp.
    50,919    
  5,000,000     USD   9/20/2009   Citigroup   Receive     0.25 %   International
Business
Machines
    23,481    
  5,000,000     USD   9/20/2009   UBS AG   Receive     0.53 %   Kinder Morgan
Energy
Partners LP
    48,891    
  5,000,000     USD   12/20/2009   Deutsche
Bank AG
  Receive     0.25 %   AT&T Wireless
Services, Inc.
    4,036    
  5,000,000     USD   12/20/2009   Deutsche
Bank AG
  Receive     0.21 %   Bank of
America Corp.
    19,877    
  5,000,000     USD   12/20/2009   Barclays
Bank PLC
  Receive     0.30 %   Boeing
Capital Corp.
    32,124    
  5,000,000     USD   12/20/2009   Deutsche
Bank AG
  Receive     0.21 %   Citigroup, Inc.     19,527    
  5,000,000     USD   12/20/2009   Barclays
Bank PLC
  Receive     0.82 %   Clear Channel
Communications,
Inc.
    27,007    

 

See accompanying notes to the financial statements.

8



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Swap Agreements — continued

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Net
Unrealized
Appreciation
(Depreciation)
 
  5,000,000     USD   12/20/2009   Deutsche               Daimler-    
   
                Bank AG   Receive     0.66 %   Chrysler AG   $ 32,945    
  5,000,000     USD   12/20/2009   Barclays
Bank PLC
  Receive     0.26 %   Morgan Stanley     16,715    
  5,000,000     USD   12/20/2009   Barclays
Bank PLC
  Receive     0.39 %   SBC
Communications,
Inc.
    35,277    
  5,000,000     USD   12/20/2009   Deutsche
Bank AG
  Receive     0.35 %   The Kroger Co.     (8,436 )  
  5,000,000     USD   12/20/2009   Barclays
Bank PLC
  Receive     0.38 %   Weyerhaueser Co.     (1,019 )  
  5,000,000     USD   6/20/2010   Barclays
Bank PLC
  Receive     0.30 %   Credit Suisse
First Boston
(USA), Inc.
    22,258    
  5,000,000     USD   6/20/2010   Barclays
Bank PLC
  Receive     0.31 %   HSBC Finance
Corp.
    28,246    
  5,000,000     USD   6/20/2010   UBS AG   Receive     0.29 %   JP Morgan
Chase Bank
    24,709    
  5,000,000     USD   6/20/2010   Barclays
Bank PLC
  Receive     0.31 %   Lehman Brothers
Holdings, Inc.
    21,286    
  5,000,000     USD   6/20/2010   Barclays
Bank PLC
  Receive     0.29 %   Merrill Lynch &
Co., Inc.
    18,693    
  5,000,000     USD   6/20/2010   Barclays
Bank PLC
  Receive     0.27 %   Merrill Lynch &
Co., Inc.
    22,773    
  5,000,000     USD   6/20/2010   Lehman Brothers   Receive     0.40 %   PSEG Energy
LLC
    15,208    
  5,000,000     USD   6/20/2010   Lehman Brothers   Receive     0.20 %   Royal Bank of
Scotland PLC
    17,523    
  5,000,000     USD   6/20/2010   UBS AG   Receive     0.36 %   The Bear Stearns
Companies, Inc.
    32,065    
  5,000,000     USD   6/20/2010   UBS AG   Receive     0.34 %   The Goldman
Sachs Group, Inc.
    32,305    
  5,000,000     USD   6/20/2010   UBS AG   Receive     0.52 %   TXU Electric
Delivery Co.
    (61,298 )  

 

See accompanying notes to the financial statements.

9



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Swap Agreements — continued

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Net
Unrealized
Appreciation
(Depreciation)
 
  5,000,000     USD   6/20/2010   Barclays                    
   
                Bank PLC   Receive     0.17 %   Wachovia Corp.   $ 10,830    
  5,000,000     USD   12/20/2010   Barclays
Bank PLC
  Receive     0.20 %   Bank of
America Corp.
    5,140    
  5,000,000     USD   12/20/2010   Barclays
Bank PLC
  Receive     0.19 %   Citigroup, Inc.     1,913    
  5,000,000     USD   12/20/2010   Deutsche
Bank AG
  Receive     0.75 %   Enterprise
Products
Partners LP
    51,850    
  5,000,000     USD   12/20/2010   Citigroup   Receive     0.39 %   Exelon Generation
Co. LLC
    18,523    
  5,000,000     USD   12/20/2010   Barclays
Bank PLC
  Receive     0.45 %   First Energy
Corp.
    12,114    
  5,000,000     USD   12/20/2010   Barclays
Bank PLC
  Receive     0.28 %   JP Morgan
Chase Bank
    9,319    
  5,000,000     USD   12/20/2010   UBS AG   Receive     0.47 %   Progress
Energy, Inc.
    25,018    
  5,000,000     USD   3/20/2011   Barclays
Bank PLC
  Receive     0.25 %   Bell South     7,517    
  5,000,000     USD   3/20/2011   Barclays
Bank PLC
  Receive     0.25 %   HSBC
Finance Corp.
    10,770    
  5,000,000     USD   3/20/2013   Barclays
Bank PLC
  Receive     0.25 %   Goldman Sachs
Group, Inc.
    (4,274 )  
  15,376,000     USD   3/20/2015   JP Morgan
Chase Bank
  Receive     0.70 %   Reference
security within
CDX Index
    97,208    
  24,800,000     USD   3/20/2015   JP Morgan
Chase Bank
  Receive     0.70 %   Reference
security within
CDX Index
    156,788    
  9,920,000     USD   3/20/2015   JP Morgan
Chase Bank
  Receive     0.70 %   Reference
security within
CDX Index
    62,715    
  25,000,000     USD   6/20/2015   JP Morgan
Chase Bank
  Receive     0.65 %   Reference
security within
CDX Index
    (86,377 )  

 

See accompanying notes to the financial statements.

10



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Swap Agreements — continued

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Net
Unrealized
Appreciation
(Depreciation)
 
  5,000,000     USD   6/20/2015   Lehman Brothers   Receive     0.65 %   Reference    
   
                                security within    
   
                                CDX Index   $ (17,275 )  
  25,000,000     USD   6/20/2015   Lehman Brothers   Receive     0.65 %   Reference
security within
CDX Index
    (86,377 )  
  20,000,000     USD   12/20/2015   Deutsche
Bank AG
  Receive     0.70 %   Reference
security within
CDX Index
    (48,588 )  
  15,000,000     USD   12/20/2015   Lehman Brothers   Receive     0.70 %   Reference
security within
CDX Index
    (36,441 )  
  10,000,000     USD   12/20/2015   Lehman Brothers   Receive     0.70 %   Reference
security within
CDX Index
    (24,294 )  
  25,000,000     USD   12/20/2015   Lehman Brothers   Receive     0.70 %   Reference
security within
CDX Index
    (60,735 )  
                            $ 2,045,089    

 

Interest Rate Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable
Rate
  Net
Unrealized
Appreciation
(Depreciation)
 
  26,000,000     SEK   3/17/2008   Deutsche               3 Month SEK    
   
                Bank AG   Receive     2.90 %   STIBOR   $ 2,368    
  430,000,000     SEK   3/17/2008   JP Morgan
Chase Bank
  Receive     2.90 %   3 Month SEK
STIBOR
    39,380    
  10,100,000     USD   2/15/2010   JP Morgan
Chase Bank
  (Pay)     0.00 %   3 Month LIBOR     (885,560 )  
  394,000,000     SEK   3/15/2011   Citigroup   Receive     3.40 %   3 Month SEK
STIBOR
    10,942    

 

See accompanying notes to the financial statements.

11



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Swap Agreements — continued

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable
Rate
  Net
Unrealized
Appreciation
(Depreciation)
 
  839,000,000     SEK   3/15/2011   Deutsche               3 Month SEK    
   
                Bank AG   Receive     3.40 %   STIBOR   $ 23,301    
  112,000,000     SEK   3/15/2011   JP Morgan
Chase Bank
  Receive     3.40 %   3 Month SEK
STIBOR
    3,110    
  167,000,000     CHF   3/15/2011   Deutsche
Bank AG
  (Pay)     2.25 %   6 Month CHF
LIBOR
    100,513    
  10,100,000     USD   2/15/2012   JP Morgan
Chase Bank
  (Pay)     0.00 %   3 Month LIBOR     (868,477 )  
  10,100,000     USD   8/15/2012   JP Morgan
Chase Bank
  (Pay)     0.00 %   3 Month LIBOR     (872,121 )  
  168,000,000     SEK   3/15/2013   Deutsche
Bank AG
  Receive     3.50 %   3 Month SEK
STIBOR
    (46,857 )  
  324,000,000     SEK   3/15/2013   JP Morgan
Chase Bank
  Receive     3.50 %   3 Month SEK
STIBOR
    (90,368 )  
  65,000,000     CHF   3/15/2013   JP Morgan
Chase Bank
  (Pay)     2.40 %   6 Month CHF
LIBOR
    (2,729 )  
  8,500,000     USD   10/24/2013   JP Morgan
Chase Bank
  (Pay)     4.70 %   3 Month LIBOR     200,543    
  540,000,000     SEK   3/15/2016   Deutsche
Bank AG
  Receive     3.75 %   3 Month SEK
STIBOR
    524,057    
  294,000,000     SEK   3/15/2016   JP Morgan
Chase Bank
  Receive     3.75 %   3 Month SEK
STIBOR
    285,320    
  80,000,000     SEK   3/15/2016   Merrill Lynch   Receive     3.75 %   3 Month SEK
STIBOR
    77,638    
  71,600,000     CHF   3/15/2016   Deutsche
Bank AG
  (Pay)     2.50 %   6 Month CHF
LIBOR
    178,183    
  10,000,000     USD   4/15/2024   JP Morgan
Chase Bank
  (Pay)     0.00 %   3 Month LIBOR     (845,113 )  
  15,680,000     USD   8/31/2025   JP Morgan
Chase Bank
  (Pay)     0.00 %   3 Month LIBOR     (1,314,490 )  
                            $ (3,480,360 )  

 

See accompanying notes to the financial statements.

12



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Swap Agreements — continued

Total Return Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Net
Unrealized
Appreciation
(Depreciation)
 
  88,000,000     USD   3/1/2006   Lehman Brothers   1 month LIBOR   Return on Lehman    
   
                    –0.03%   Mortgage Total    
   
                        Return Index   $ 73,844    
  35,000,000     USD   3/1/2006   UBS AG   1 month LIBOR
– 0.03%
  Return on Lehman
Mortgage Total
Return Index
    29,370    
  335,000,000     USD   4/28/2006   UBS AG   1 month LIBOR   Return on Lehman
Mortgage Total
Return Index
    273,573    
  15,000,000     USD   4/30/2006   JP Morgan
Chase Bank
  1 month LIBOR
– 0.01%
  Return on Lehman
Aggregate Total
Return Index
    (4,172 )  
  25,000,000     USD   4/30/2006   JP Morgan
Chase Bank
  1 month LIBOR
– 0.11%
  Return on Lehman
Mortgage Total
Return Index
    22,478    
  50,000,000     USD   5/31/2006   UBS AG   1 month LIBOR
– 0.03%
  Return on Lehman
Mortgage Total
Return Index
    41,957    
  105,000,000     USD   5/31/2006   UBS AG   1 month LIBOR
– 0.02%
  Return on Lehman
Mortgage Total
Return Index
    87,322    
  245,000,000     USD   6/30/2006   UBS AG   1 month LIBOR
– 0.01%
  Return on Lehman
Mortgage Total
Return Index
    201,913    
  30,000,000     USD   7/31/2006   JP Morgan
Chase Bank
  1 month LIBOR
– 0.01%
  Return on Lehman
Aggregate Total
Return Index
    (8,345 )  
  150,000,000     USD   7/31/2006   Lehman Brothers   1 month LIBOR
– 0.04%
  Return on Lehman
Brothers U.S.
Government Index
    (275,862 )  
  75,000,000     USD   7/31/2006   Lehman Brothers   1 month LIBOR
– 0.05%
  Return on Lehman
Brothers U.S.
Government Index
    (137,368 )  

 

See accompanying notes to the financial statements.

13



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Swap Agreements — continued

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Net
Unrealized
Appreciation
(Depreciation)
 
  55,000,000     USD   8/31/2006   JP Morgan   1 month LIBOR   Return on Lehman    
   
                Chase Bank   –0.01%   Aggregate Total    
   
                        Return Index   $ 0    
  163,000,000     USD   8/31/2006   Lehman Brothers   1 month LIBOR
– 0.01%
  Return on Lehman
Mortgage Total
Return Index
    0    
  130,000,000     USD   8/31/2006   UBS AG   1 month LIBOR
– 0.01%
  Return on Lehman
Mortgage Total
Return Index
    0    
  350,000,000     USD   1/31/2007   Lehman Brothers   1 month LIBOR
– 0.04%
  Return on Lehman
Brothers U.S.
Government Index
    (643,677 )  
                            $ (338,967 )  

 

Notes to Schedule of Investments:

144A - Securities exempt from registration under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional investors.

MTN - Medium Term Note

TBA - To Be Announced - Delayed Delivery Security (Note 2)

TBD - To Be Determined

(a)  Security is backed by the U.S. Government.

(b)  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees of GMO Trust (Note 2).

(c)  Indexed security in which price and/or coupon is linked to the prices of a specific instrument or financial statistic (Note 2).

(d)  All or a portion of this security has been segregated to cover margin requirements on open financial futures contracts and open swap contracts (Note 2).

Currency Abbreviations:

AUD - Australian Dollar   JPY - Japanese Yen  
CAD - Canadian Dollar   NOK - Norwegian Krone  
CHF - Swiss Franc   NZD - New Zealand Dollar  
EUR - Euro   SEK - Swedish Krona  
GBP - British Pound   USD - United States Dollar  

 

See accompanying notes to the financial statements.

14




GMO Core Plus Bond Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value (cost $177,566,530) (Note 2)   $ 182,020,279    
Investments in affiliated issuers, at value (cost $2,624,482,314) (Notes 2 and 8)     2,639,468,023    
Cash     697,705    
Receivable for investments sold - delayed delivery (Note 2)     80,722,266    
Receivable for Fund shares sold     2,000,000    
Interest receivable     744,841    
Unrealized appreciation on open forward currency and cross currency contracts (Note 2)     13,750,654    
Receivable for variation margin on open futures contracts (Note 2)     2,135,167    
Receivable for realized swap contracts     100,893    
Receivable for open swap contracts (Note 2)     4,656,015    
Periodic payments from open swap agreements (Note 2)     1,756,042    
Receivable for expenses reimbursed by Manager (Note 3)     251,050    
Total assets     2,928,302,935    
Liabilities:  
Foreign cash due to custodian (cost $445,358)     302,592    
Payable for investments purchased (Note 2)     3,000,000    
Payable for investments purchased - delayed delivery (Note 2)     140,841,250    
Payable to affiliate for (Note 3):  
Management fee     529,755    
Shareholder service fee     218,926    
Trustees and Chief Compliance Officer fees     5,928    
Unrealized depreciation on open forward currency and cross currency contracts (Note 2)     10,083,169    
Payable for realized swap contracts     11,357    
Payable for open swap contracts (Note 2)     6,430,253    
Accrued expenses     392,768    
Total liabilities     161,815,998    
Net assets   $ 2,766,486,937    

 

See accompanying notes to the financial statements.

15



GMO Core Plus Bond Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006 — (Continued)

Net assets consist of:  
Paid-in capital   $ 2,796,355,537    
Distributions in excess of net investment income     (29,333,970 )  
Accumulated net realized loss     (29,469,514 )  
Net unrealized appreciation     28,934,884    
    $ 2,766,486,937    
Net assets attributable to:  
Class III shares   $ 148,475,890    
Class IV shares   $ 2,618,011,047    
Shares outstanding:  
Class III     14,383,699    
Class IV     253,442,607    
Net asset value per share:  
Class III   $ 10.32    
Class IV   $ 10.33    

 

See accompanying notes to the financial statements.

16



GMO Core Plus Bond Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 57,267,130    
Interest (including securities lending income of $1,152)     5,921,847    
Dividends     236,264    
Total investment income     63,425,241    
Expenses:  
Management fee (Note 3)     4,966,203    
Shareholder service fee – Class III (Note 3)     1,063,582    
Shareholder service fee – Class IV (Note 3)     1,277,427    
Custodian, fund accounting agent and transfer agent fees     723,590    
Audit and tax fees     58,085    
Legal fees     48,564    
Trustees fees and related expenses (Note 3)     35,413    
Registration fees     164,748    
Miscellaneous     42,712    
Total expenses     8,380,324    
Fees and expenses reimbursed by Manager (Note 3)     (1,013,658 )  
Indirectly incurred fees waived or borne by Manager (Note 3)     (242,019 )  
Shareholder service fee waived – Class III (Note 3)     (67,622 )  
Net expenses     7,057,025    
Net investment income (loss)     56,368,216    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers     (12,870,216 )  
Investments in affiliated issuers     (2,215,708 )  
Realized gains distributions from affiliated issuers (Note 8)     4,020,615    
Closed futures contracts     (9,411,994 )  
Closed swap contracts     (13,765,787 )  
Foreign currency, forward contracts and foreign currency related transactions     18,168,408    
Net realized gain (loss)     (16,074,682 )  
Change in net unrealized appreciation (depreciation) on:  
Investments     (975,869 )  
Open futures contracts     5,722,620    
Open swap contracts     8,124,835    
Foreign currency, forward contracts and foreign currency related transactions     5,380,590    
Net unrealized gain (loss)     18,252,176    
Net realized and unrealized gain (loss)     2,177,494    
Net increase (decrease) in net assets resulting from operations   $ 58,545,710    

 

See accompanying notes to the financial statements.

17



GMO Core Plus Bond Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 56,368,216     $ 15,604,929    
Net realized gain (loss)     (16,074,682 )     36,570,115    
Change in net unrealized appreciation (depreciation)     18,252,176       (10,346,019 )  
Net increase (decrease) in net assets from operations     58,545,710       41,829,025    
Distributions to shareholders from:  
Net investment income  
Class III     (8,334,939 )     (24,425,784 )  
Class IV     (78,000,540 )        
Total distributions from net investment income     (86,335,479 )     (24,425,784 )  
Net realized gains  
Class III           (20,284,796 )  
      (86,335,479 )     (44,710,580 )  
Net share transactions (Note 7):  
Class III     (1,076,194,776 )     616,308,628    
Class IV     2,654,220,272          
Increase (decrease) in net assets resulting from net
share transactions
    1,578,025,496       616,308,628    
Total increase (decrease) in net assets     1,550,235,727       613,427,073    
Net assets:  
Beginning of period     1,216,251,210       602,824,137    
End of period (including distributions in excess of net
investment income of $29,333,970 and accumulated
undistributed net investment income of $2,622,009,
respectively)
  $ 2,766,486,937     $ 1,216,251,210    

 

See accompanying notes to the financial statements.

18




GMO Core Plus Bond Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 10.35     $ 10.40     $ 9.95     $ 10.39     $ 10.17    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.15       0.18       0.25       0.20       0.77    
Net realized and unrealized gain (loss)     0.17       0.24       0.91       0.44       0.07    
Total from investment operations     0.32       0.42       1.16       0.64       0.84    
Less distributions to shareholders:  
From net investment income     (0.35 )     (0.25 )     (0.28 )     (0.47 )     (0.62 )  
From net realized gains           (0.22 )     (0.43 )     (0.61 )     (b)   
Total distributions     (0.35 )     (0.47 )     (0.71 )     (1.08 )     (0.62 )  
Net asset value, end of period   $ 10.32     $ 10.35     $ 10.40     $ 9.95     $ 10.39    
Total Return(c)      3.10 %     4.01 %     11.99 %     6.45 %     8.53 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 148,476     $ 1,216,251     $ 602,824     $ 286,030     $ 340,039    
Net expenses to average daily net assets(d)      0.39 %     0.39 %     0.39 %     0.38 %     0.38 %  
Net investment income to average
daily net assets(a) 
    1.40 %     1.77 %     2.43 %     1.91 %     7.38 %  
Portfolio turnover rate     62 %     108 %     114 %     108 %     113 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.06 %     0.07 %     0.09 %     0.09 %     0.09 %  

 

(a)  Net investment income is affected by the timing of the declaration of dividends by the underlying fund(s) in which the Fund invests.

(b)  The distribution from net realized gains was less than $0.01 per share.

(c)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(d)  Net expenses exclude expenses incurred indirectly through investment in underlying fund(s) (See Note 3).

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

19



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class IV share outstanding throughout the period)

    Period from
July 26, 2005
(commencement of
operations) through
February 28, 2006
 
Net asset value, beginning of period   $ 10.46    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.23 (b)   
Net realized and unrealized gain (loss)     (0.01 )  
Total from investment operations     0.22    
Less distributions to shareholders:  
From net investment income     (0.35 )  
Total distributions     (0.35 )  
Net asset value, end of period   $ 10.33    
Total Return(c)      2.06 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 2,618,011    
Net expenses to average daily net assets(d)      0.34 %*   
Net investment income to average daily net assets(a)      2.16 %(e)   
Portfolio turnover rate     62 %††   
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.07 %*   

 

(a)  Net investment income is affected by the timing of the declaration of dividends by the underlying fund(s) in which the Fund invests.

(b)  The per share amount is not in accord with the net realized and unrealized gain (loss) on investments for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.

(c)  The total return would have been lower had certain expenses not been reimbursed during periods shown.

(d)  Net expenses exclude expenses incurred indirectly through investment in underlying fund(s) (See Note 3).

(e)  The ratio for the period ended February 28, 2006 has not been annualized since the Fund believes it would not be appropriate because the Fund's net income is not earned ratably throughout the fiscal year.

†  Calculated using average shares outstanding throughout the period.

††  Calculation represents portfolio turnover of the Fund for the year ended February 28, 2006.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

20




GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Core Plus Bond Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks a high total return through direct and indirect investment in U.S. securities, with additional return sought through exposure to foreign bond and currency markets. The Fund achieves U.S. interest rate market exposure by investing in other fund(s) of the Trust ("underlying fund(s)"), primarily GMO Emerging Country Debt Fund, GMO Short-Duration Collateral Fund, and GMO World Opportunity Overlay Fund, and "synthetic" bonds (created by the Manager by combining a futures contract, swap contract, or option, on a fixed income security with cash, a cash equivalent or another fixed income security) and/or directly in U.S. Government securities and other high-quality U.S. dollar denominated fixed income securities. The Fund's benchmark is the Lehman Brothers U.S. Aggregate Bond Index.

As of February 28, 2006, the Fund had two classes of shares outstanding: Class III and Class IV. Effective July 26, 2005, Class IV shares commenced operations. The principal economic difference between the classes of shares is the level of shareholder service fees borne by the classes.

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request by calling (617) 346-7646 (collect). Shares of the GMO Short-Duration Collateral Fund, the GMO World Opportunity Overlay Fund and the GMO Special Purpose Holding Fund are not publicly available for direct purchase.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations

21



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of the underlying fund(s) and other mutual funds are valued at their net asset value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value.

Some fixed income securities are valued at the closing bid for such securities as supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager is informed of erratic or unusual movements (including unusual inactivity) in the prices supplied for a security and, at its discretion, may override a price supplied by a source (by taking a price supplied by another source).

Certain investments in securities held by the Fund or underlying fund(s) are valued on the basis of a price provided by a principal market maker. The prices provided by the principal market makers may differ from the value that would be realized if the securities were sold and the differences could be material to the Fund or the underlying fund(s). As of February 28, 2006, the total value of these securities represented 29.3% of net assets.

GMO Special Purpose Holding Fund ("SPHF"), a holding of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. In July of 2005, SPHF entered into a settlement agreement with one defendant in the lawsuit and the Fund received $585,387 indirectly in conjunction with the settlement. In April of 2006, SPHF entered into an additional settlement agreement with another defendant and the Fund indirectly received $3,258,666 in conjunction with that settlement. Those settlement proceeds received in April of 2006 are not reflected in the net asset value of the Fund as of February 28, 2006. The outcome of the lawsuits against the remaining defendants is not predictable and any potential recoveries are not reflected in the net asset value of the Fund. To the extent additional recoveries are realized, such recoveries may be material to the net asset value of the Fund.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

22



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. The value of the currencies the Fund has committed to buy or sell is shown in the Schedule of Investments and represents the currency exposure the Fund has acquired or hedged through forward currency contracts as of February 28, 2006.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with the futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund

23



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. See the Schedule of Investments for open purchased option contracts entered into by the Fund as of February 28, 2006.

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. See the Schedule of Investments for indexed securities held by the Fund as of February 28, 2006.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into interest rate, total return, forward swap spread lock and credit default swap agreements. Interest rate swap agreements involve the

24



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. Forward swap spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. The Fund may use credit default swaps to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where the Fund owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreements. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. See the Schedule of Investments for a summary of open swap agreements entered into by the Fund as of February 28, 2006.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash

25



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

by the Fund may be delayed or limited. As of February 28, 2006, the Fund did not enter into any repurchase agreements.

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities the Fund has sold but is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. As of February 28, 2006, the Fund did not enter into any reverse repurchase agreements.

Delayed delivery commitments

The Fund may purchase or sell securities on a when-issued or forward commitment basis. Payment and delivery may take a month or more after the date of the transaction. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. Collateral consisting of liquid securities or cash and cash equivalents is maintained with the custodian in an amount at least equal to these commitments. See the Schedule of Investments for delayed delivery commitments entered into by the Fund as of February 28, 2006.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. As of February 28, 2006, the Fund had no securities on loan.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary. Taxes on foreign interest and dividend income are generally withheld in accordance with the applicable country's tax treaty with the United States.

26



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income - $86,335,479 and $39,264,226, respectively and long-term capital gains - $0 and $5,446,354, respectively.

As of February 28, 2006, the Fund had capital loss carryforwards available to offset future capital gains, if any, to the extent permitted by the Code, of $45,859,280 expiring in 2014. Utilization of the capital loss carryforwards above could be subject to limitations imposed by the Code related to share ownership activity.

As of February 28, 2006, the Fund elected to defer to March 1, 2006 post-October capital and currency losses of $11,821,136 and $2,454,565, respectively.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 2,797,051,073     $ 27,144,809     $ (2,707,580 )   $ 24,437,229    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to certain differences in the computation of distributable income and capital gains under U.S. federal tax rules versus U.S. GAAP. The financial highlights exclude these adjustments.

Distributions in
Excess of Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ (1,988,716 )   $ (22,267,321 )   $ 24,256,037    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

27



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities is accrued daily based upon an inflation adjusted principal. Additionally, any increase in the principal or face amount of the securities adjusted for inflation is recorded as interest income. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Allocation of operating activity

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. Investment income, common expenses and realized and unrealized gains and losses are allocated pro rata between the classes of shares of the Fund based on the relative net assets of each class. Shareholder service fees, which are directly attributable to a class of shares, are charged to that class's operations.

Investment risks

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times may be more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.25% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for Class III shares and 0.10% for Class IV shares. The Fund may invest in GMO Emerging Country Debt Fund ("ECDF"). Like the management fee (as described below), the Fund's shareholder service fee will be waived (but not below zero) to the extent of the indirect shareholder service fees paid in connection with the Fund's investment in ECDF. The Fund does not incur any indirect shareholder service fees as a result of the Fund's investment in GMO Short-Duration Collateral Fund ("SDCF"), GMO Special Purpose Holding Fund ("SPHF"), and GMO World Opportunity Overlay Fund ("Overlay Fund").

28



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total direct annual operating expenses plus the amount of indirect fees and operating expenses incurred through its investment in underlying fund(s) exceed 0.25% of the average daily net assets, with such indirect expenses subject to a maximum total reimbursement to the Fund equal to 0.25% of the Fund's average daily net assets. For purposes of this calculation, the Fund's total direct annual operating expenses excludes shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees) ("Trustees fees"), and the following investment-related costs: brokerage commissions, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes. Additionally, the indirect fees and operating expenses incurred through investment in underlying fund(s) excludes investment-related expenses and Trustees fees. Through June 29, 2004, the indirect Trustees fees incurred by the Fund through its investment in ECDF were not excluded.

The Fund incurs fees and expenses indirectly as a shareholder in the underlying fund(s). For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net Expenses
(excluding shareholder service
fees and interest expense)
  Indirect
Shareholder
Service Fees
  Indirect
Interest Expense
  Total Indirect
Expenses
 
  0.016 %     0.003 %     0.016 %     0.035 %  

 

        

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $21,773 and $15,731, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 28, 2006, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $ 1,195,254,564     $ 1,136,824,805    
Investments (non-U.S. Government securities)     1,697,802,367       158,277,324    

 

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in

29



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related parties

As of February 28, 2006, 67.4% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. One of the shareholders is another fund of the Trust. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, less than 0.1% of the Fund's shares was held by five related parties comprised of certain GMO employee accounts, and 94.6% of the Fund's shares was held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     65,768,202     $ 689,623,823       57,848,297     $ 599,398,741    
Shares issued to shareholders
in reinvestment of distributions
    589,802       6,119,804       4,307,518       44,152,060    
Shares repurchased     (169,430,468 )     (1,771,938,403 )     (2,681,366 )     (27,242,173 )  
Net increase (decrease)     (103,072,464 )   $ (1,076,194,776 )     59,474,449     $ 616,308,628    

 

    Period from July 26, 2005
(commencement of operations)
through February 28, 2006
 
Class IV:   Shares   Amount  
Shares sold     247,726,958     $ 2,595,011,214    
Shares issued to shareholders
in reinvestment of distributions
    7,535,843       78,000,540    
Shares repurchased     (1,820,194 )     (18,791,482 )  
Net increase (decrease)     253,442,607     $ 2,654,220,272    

 

30



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the securities of affiliated issuers during the year ended February 28, 2006 is set forth below:



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Emerging Country
Debt Fund, Class III
  $ 35,506,057     $ 17,978,061     $ 54,464,555     $ 159,365     $ 918,696     $    
GMO Emerging Country
Debt Fund, Class IV
          83,912,059             7,869,753       2,277,750       83,157,963    
GMO Short-Duration
Collateral Fund
    815,781,713       1,312,538,012       134,100,000       49,238,012             2,001,262,353    
GMO Special Purpose
Holding Fund
    1,455,738                         824,169       772,451 *  
GMO World Opportunity
Overlay Fund
    241,800,555       317,740,000       8,150,000                   554,275,256    
Totals   $ 1,094,544,063     $ 1,732,168,132     $ 196,714,555     $ 57,267,130     $ 4,020,615     $ 2,639,468,023    

 

*  After the effect of return of capital distributions of $517,416 and $139,040 on April 5, 2005 and February 21, 2006, respectively.

31




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Core Plus Bond Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Core Plus Bond Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

32



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.43 %   $ 1,000.00     $ 1,010.70     $ 2.14    
2) Hypothetical     0.43 %   $ 1,000.00     $ 1,022.66     $ 2.16    
Class IV  
1) Actual     0.38 %   $ 1,000.00     $ 1,011.90     $ 1.90    
2) Hypothetical     0.38 %   $ 1,000.00     $ 1,022.91     $ 1.91    

 

*  Expenses are calculated using each Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

33



GMO Core Plus Bond Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 28, 2006 of $34,338,263 or if determined to be different, the qualified interest income of such year.

34



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

35



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation
(a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.
 

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

36



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

37



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

38




GMO Global Bond Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Global Bond Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Fixed Income Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Global Bond Fund returned -4.3% for the fiscal year ended February 28, 2006, as compared to -4.6% for the JPMorgan Global Government Bond Index. The Fund's exposure to various issues is achieved directly and indirectly through its investment in certain underlying GMO mutual funds, primarily in the GMO Emerging Country Debt Fund, the GMO World Opportunity Overlay Fund, and the GMO Short-Duration Collateral Fund.

The Fund outperformed the benchmark during the fiscal year by 0.3%. Value added from currency selection, emerging debt exposure, and cash management offset interest rate strategy underperformance.

Global bond yields fell across the board during the first half of 2005, although they began heading higher in the third quarter of 2005 and carrying into the New Year. Major, sustained bond market positions included overweights in Sweden and Canada and underweights in the U.K. and Switzerland. The Fund had been overweight Australia early in 2005 and moved to an underweight position later in the year. U.S., Canada, Australia, and Euro-area positions were the largest positive contributors. Underweights in the U.K. and Switzerland and a recent overweight in Japan detracted from performance.

The U.S. dollar gained versus most currencies in 2005, began weakening in December, then stabilized in February. For much of 2005 the Fund had been overweight relatively higher yielding currencies like Australian dollars, New Zealand dollars, and British sterling and underweight lower yielding currencies such as Japanese yen and euro. In general, the underweights added value, while the overweights did not.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Global Bond Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligation(s)     95.3 %  
Short-Term Investment(s)     2.2    
Mutual Funds     1.6    
Swaps     0.7    
Put Options Purchased     0.3    
Forward Currency Contracts     0.2    
Call Options Purchased     0.2    
Loan Assignments     0.2    
Loan Participations     0.2    
Written Options     0.0    
Forward Start Options     0.0    
Promissory Notes     0.0    
Rights and Warrants     (0.1 )  
Futures     (0.1 )  
Reverse Repurchase Agreements     (0.5 )  
Other     (0.2 )  
      100.0 %  
Country Summary**   % of Investments  
Euro Region***     44.4 %  
Japan     33.8    
Sweden     19.1    
Canada     18.0    
United States     14.5    
Denmark     0.6    
Switzerland     (7.6 )  
United Kingdom     (9.6 )  
Australia     (13.2 )  
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

**  The table above incorporates aggregate indirect country exposure associated with investments in underlying fund(s). The table excludes short-term investment(s) and any investment in underlying fund(s) that is less than 3% of invested assets.

***  The "Euro Region" is comprised of Belgium, Finland, France, Germany, Ireland, Italy, the Netherlands and Spain.

1




GMO Global Bond Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Par Value   Description   Value ($)  
    DEBT OBLIGATION(S) — 11.5%  
    Australia — 0.9%  
    Asset-Backed Securities  
USD 1,512,505     Medallion Trust, Series 03-1G, Class A,
Variable Rate, 3 mo. LIBOR + .19%, 4.69%, due 12/21/33
    1,515,727    
    Austria — 1.7%  
    Corporate Debt  
USD 2,500,000     Bank Austria Creditanstalt AG, 144A, 7.25%, due 02/15/17     2,893,475    
    Canada — 1.2%  
    Foreign Government Obligations  
GBP 1,000,000     Province of Quebec, 8.63%, due 11/04/11     2,078,468    
    United Kingdom — 4.7%  
    Asset-Backed Securities  
GBP 1,883,978     RMAC, Series 03-NS1X Class A2A, 144A, AMBAC,
Variable Rate, 3 mo. LIBOR + .45%, 5.09%, due 06/12/35
    3,316,253    
GBP 2,565,277     RMAC, Series 03-NS2A Class A2A, 144A, AMBAC,
Variable Rate, 3 mo. LIBOR + .40%, 5.04%, due 09/12/35
    4,510,101    
    Total United Kingdom     7,826,354    
    United States — 3.0%  
    U.S. Government  
  3,600,510     U.S. Treasury Inflation Indexed Note, 3.88%, due 01/15/09 (a) (b)      3,809,227    
USD 1,169,890     U.S. Treasury Inflation Indexed Note, 4.25%, due 01/15/10 (a)       1,273,535    
    Total United States     5,082,762    
    TOTAL DEBT OBLIGATION(S) (COST $18,107,561)     19,396,786    

 

See accompanying notes to the financial statements.

2



GMO Global Bond Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Principal Amount /
Shares
  Description   Value ($)  
    CALL OPTIONS PURCHASED — 0.1%  
    Currency Options — 0.1%  
  8,700,000     AUD Call/USD Put, Expires 06/07/06, Strike 0.744     101,244    
    TOTAL CALL OPTIONS PURCHASED (COST $160,874)     101,244    
    PUT OPTIONS PURCHASED — 0.2%  
    Currency Options — 0.2%  
  1,000,000,000     USD Put/JPY Call, Expires 04/04/06, Strike 116.30     136,490    
  1,000,000,000     USD Put/JPY Call, Expires 04/18/06, Strike 118.50     269,500    
      405,990    
    TOTAL PUT OPTIONS PURCHASED (COST $331,659)     405,990    
    FORWARD START OPTIONS — 0.0%  
    Currency Options — 0.0%  
  1,220,000,000     JPY Put/USD Call, Expires 09/18/06, Strike TBD     4,709    
    TOTAL FORWARD START OPTIONS (COST $0)     4,709    
    MUTUAL FUNDS — 87.7%  
  447,123     GMO Emerging Country Debt Fund, Class III (c)      5,052,494    
  4,159,420     GMO Short-Duration Collateral Fund (c)      106,481,153    
  45,838     GMO Special Purpose Holding Fund (c)      377,249    
  1,364,018     GMO World Opportunity Overlay Fund (c)      34,414,166    
  1,264,698     Merrimac Cash Series, Premium Class     1,264,698    
    TOTAL MUTUAL FUNDS (COST $145,073,529)     147,589,760    
    TOTAL INVESTMENTS — 99.5%
(Cost $163,673,623)
    167,498,489    
        Other Assets and Liabilities (net) — 0.5%     825,737    
    TOTAL NET ASSETS — 100.0%   $ 168,324,226    

 

See accompanying notes to the financial statements.

3



GMO Global Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Forward currency contracts


Settlement
Date
 

Deliver/Receive
 

Units of Currency
 

Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys  
3/21/06   AUD     31,600,000     $ 23,452,116     $ (94,447 )  
3/28/06   CAD     1,300,000       1,144,638       31,148    
4/18/06   CHF     9,400,000       7,198,766       (71,149 )  
4/25/06   EUR     50,000,000       59,788,537       (156,163 )  
4/11/06   GBP     6,700,000       11,754,965       59,226    
3/07/06   JPY     5,560,000,000       48,062,929       25,548    
5/02/06   NZD     14,000,000       9,230,480       30,862    
    $ (174,975 )  
Sales  
3/21/06   AUD     24,500,000     $ 18,182,810     $ 184,626    
3/28/06   CAD     5,100,000       4,490,504       (37,847 )  
4/18/06   CHF     12,700,000       9,725,993       41,982    
4/25/06   EUR     12,300,000       14,707,980       (28,646 )  
4/11/06   GBP     4,800,000       8,421,468       102,852    
3/07/06   JPY     3,710,000,000       32,070,767       364,615    
    $ 627,582    

 

Forward cross currency contracts


Settlement
Date
 

Deliver/Units of Currency
 

Receive/In Exchange For
  Net Unrealized
Appreciation
(Depreciation)
 
3/14/06   EUR 10,400,000     NOK 82,527,120     $ (167,162 )  
4/04/06   EUR 9,100,000     SEK 84,101,836       (214,735 )  
4/04/06   SEK 109,395,740     EUR 11,700,000       115,867    
3/14/06   NOK 42,623,175     EUR 5,300,000       1,235    
    $ (264,795 )  

 

See accompanying notes to the financial statements.

4



GMO Global Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Futures Contracts

Number of
Contracts
  Type   Expiration Date   Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  271     Canadian Government Bond 10 Yr.   June 2006   $ 26,891,346     $ (35,188 )  
  61     EURO BOBL   March 2006     8,153,881       (26,261 )  
  68     EURO Bund   March 2006     9,759,150       (9,021 )  
  15
    Japanese Government Bond
10 Yr. (TSE)
 
March 2006
   
17,622,133
     
(171,353)
   
    $ (241,823 )  
Sales      
  99     Australian Government Bond 10 Yr.   March 2006   $ 7,749,115     $ 40,651    
  196     Australian Government Bond 3 Yr.   March 2006     14,848,306       26,065    
  9     U.S. Long Bond   June 2006     1,017,844       (1,219 )  
  20     U.S. Treasury Note 10 Yr.   June 2006     2,158,125       219    
  103     U.S. Treasury Note 5 Yr. (CBT)   June 2006     10,834,312       (19,249 )  
  137     UK Gilt Long Bond   June 2006     27,253,750       114,939    
    $ 161,406    

 

As of February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

See accompanying notes to the financial statements.

5



GMO Global Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Swap Agreements

Interest Rate Swaps



Notional
Amount
 

Expiration
Date
 

Counterparty
 


Receive (Pay)
 

Fixed Rate
 

Variable Rate
  Net
Unrealized
Appreciation
(Depreciation)
 
  36,000,000     SEK   3/17/2008   JP Morgan
Chase Bank
  Receive     2.90 %   3 month
SEK STIBOR
  $ 3,297    
  31,000,000     SEK   3/15/2011   Citigroup   Receive     3.40 %   3 month
SEK STIBOR
    861    
  16,000,000     SEK   3/15/2011   Deutsche
Bank AG
  Receive     3.40 %   3 month
SEK STIBOR
    444    
  9,000,000     CHF   3/15/2011   Deutsche
Bank AG
  (Pay)     2.25 %   6 month
CHF LIBOR
    5,417    
  47,000,000     SEK   3/15/2013   Deutsche
Bank AG
  Receive     3.50 %   3 month
SEK STIBOR
    (13,109 )  
  15,000,000     SEK   3/15/2013   JP Morgan
Chase Bank
  Receive     3.50 %   3 month
SEK STIBOR
    (4,184 )  
  4,000,000     CHF   3/15/2013   JP Morgan
Chase Bank
  (Pay)     2.40 %   6 month
CHF LIBOR
    (168 )  
  30,000,000     SEK   3/15/2016   Deutsche
Bank AG
  Receive     3.75 %   3 month SEK
STIBOR
    29,114    
  20,000,000     SEK   3/15/2016   JP Morgan
Chase Bank
  Receive     3.75 %   3 month
SEK STIBOR
    19,410    
  4,800,000     CHF   3/15/2016   Deutsche
Bank AG
  (Pay)     2.50 %   6 month
CHF LIBOR
    11,945    
  3,000,000     EUR   3/21/2030   UBS Warburg   Receive     5.90 %   3 month
Floating Rate
EUR LIBOR
    1,122,493    
                                        $ 1,175,520    

 

See accompanying notes to the financial statements.

6



GMO Global Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Total Return Swaps




Notional
Amount
 

Expiration
Date
 


Counterparty
 


Pay
 


Receive
  Net
Unrealized
Appreciation
(Depreciation)
 
  31,000,000     USD   7/21/2006   JP Morgan   1 month LIBOR   Return on    
   
        Chase Bank     JP Morgan    
   
            Non - U.S. Hedged    
   
            Traded Total Return    
   
            Government    
   
            Bond Index   $ (84,446 )  
  75,000,000     USD   9/24/2006   JP Morgan   1 month LIBOR   Return on    
   
        Chase Bank     JP Morgan Hedged    
   
            Traded Total Return    
   
            Government    
   
            Bond Index     25,010    
                    $ (59,436 )  

 

Notes to Schedule of Investments:

144A - Securities exempt from registration under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional investors.

AMBAC - Insured as to the payment of principal and interest by AMBAC Assurance Corporation.

LIBOR - London Interbank Offered Rate

STIBOR - Stockholm Interbank Offered Rate

Variable rates - The rates shown on variable rate notes are the current interest rates at February 28, 2006, which are subject to change based on the terms of the security.

(a)  Indexed security in which price and/or coupon is linked to prices of other securities, securities indices, or other financial indicators (Note 2).

(b)  All or a portion of this security has been segregated to cover margin requirements on open financial futures contracts and open swap contracts (Note 2).

(c)  Affiliated issuer (Note 8).

Currency Abbreviations:

AUD - Australian Dollar   JPY - Japanese Yen  
CAD - Canadian Dollar   NOK - Norwegian Krone  
CHF - Swiss Franc   NZD - New Zealand Dollar  
EUR - Euro   SEK - Swedish Krona  
GBP - British Pound   USD - United States Dollar  

 

See accompanying notes to the financial statements.

7




GMO Global Bond Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value (cost $19,864,792) (Note 2)   $ 21,173,427    
Investments in affiliated issuers, at value (cost $143,808,831) (Notes 2 and 8)     146,325,062    
Cash     1,177    
Interest receivable     182,733    
Unrealized appreciation on open forward currency and cross currency contracts (Note 2)     957,961    
Receivable for variation margin on open futures contracts (Note 2)     35,674    
Receivable for open swap contracts (Note 2)     1,217,991    
Periodic payments from open swap agreements (Note 2)     143,778    
Receivable for expenses reimbursed by Manager (Note 3)     6,335    
Total assets     170,044,138    
Liabilities:  
Foreign cash due to custodian (cost $113,994)     105,866    
Payable to affiliate for (Note 3):  
Management fee     24,404    
Shareholder service fee     19,266    
Trustees and Chief Compliance Officer fees     227    
Unrealized depreciation on open forward currency and cross currency contracts (Note 2)     770,149    
Payable for open swap contracts (Note 2)     101,907    
Payable for closed swap contracts (Note 2)     632,953    
Accrued expenses     65,140    
Total liabilities     1,719,912    
Net assets   $ 168,324,226    
Net assets consist of:  
Paid-in capital   $ 184,854,232    
Distributions in excess of net investment income     (4,986,613 )  
Accumulated net realized loss     (16,454,932 )  
Net unrealized appreciation     4,911,539    
    $ 168,324,226    
Net assets attributable to:  
Class III shares   $ 168,324,226    
Shares outstanding:  
Class III     19,727,974    
Net asset value per share:  
Class III   $ 8.53    

 

See accompanying notes to the financial statements.

8



GMO Global Bond Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 3,437,670    
Interest     733,532    
Total investment income     4,171,202    
Expenses:  
Management fee (Note 3)     318,918    
Shareholder service fee – Class III (Note 3)     251,778    
Custodian, fund accounting agent and transfer agent fees     96,235    
Audit and tax fees     55,219    
Legal fees     3,822    
Trustees fees and related expenses (Note 3)     3,232    
Registration fees     5,001    
Miscellaneous     3,485    
Total expenses     737,690    
Fees and expenses reimbursed by Manager (Note 3)     (94,151 )  
Indirectly incurred fees waived or borne by Manager (Note 3)     (21,843 )  
Shareholder service fee waived – Class III (Note 3)     (7,972 )  
Net expenses     613,724    
Net investment income (loss)     3,557,478    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers     (568,802 )  
Investments in affiliated issuers     (978,309 )  
Realized gains distributions from affiliated issuers (Note 8)     654,967    
Closed futures contracts     841,158    
Closed swap contracts     513,162    
Foreign currency, forward contracts and foreign currency related transactions     (9,498,124 )  
Net realized gain (loss)     (9,035,948 )  
Change in net unrealized appreciation (depreciation) on:  
Investments     (1,404,278 )  
Open futures contracts     209,568    
Open swap contracts     333,602    
Foreign currency, forward contracts and foreign currency related transactions     (1,119,004 )  
Net unrealized gain (loss)     (1,980,112 )  
Net realized and unrealized gain (loss)     (11,016,060 )  
Net increase (decrease) in net assets resulting from operations   $ (7,458,582 )  

 

See accompanying notes to the financial statements.

9



GMO Global Bond Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 3,557,478     $ 3,535,655    
Net realized gain (loss)     (9,035,948 )     8,728,147    
Change in net unrealized appreciation (depreciation)     (1,980,112 )     1,684,945    
Net increase (decrease) in net assets from operations     (7,458,582 )     13,948,747    
Distributions to shareholders from:  
Net investment income  
Class III     (3,512,926 )     (8,082,420 )  
Net share transactions (Note 7):  
Class III     8,545,306       26,199,761    
Total increase (decrease) in net assets     (2,426,202 )     32,066,088    
Net assets:  
Beginning of period     170,750,428       138,684,340    
End of period (including distributions in excess of net
investment income of $4,986,613 and accumulated
undistributed net investment income of $1,906,362,
respectively)
  $ 168,324,226     $ 170,750,428    

 

See accompanying notes to the financial statements.

10




GMO Global Bond Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 9.11     $ 8.73     $ 9.20     $ 9.33     $ 10.04    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.18       0.21       0.12       0.09       0.52    
Net realized and unrealized gain (loss)     (0.57 )     0.63       1.42       1.49       (0.65 )  
Total from investment operations     (0.39 )     0.84       1.54       1.58       (0.13 )  
Less distributions to shareholders:  
From net investment income     (0.19 )     (0.46 )           (1.51 )     (0.39 )  
From net realized gains                 (1.90 )     (0.20 )     (0.19 )  
Return of capital                 (0.11 )              
Total distributions     (0.19 )     (0.46 )     (2.01 )     (1.71 )     (0.58 )  
Net asset value, end of period   $ 8.53     $ 9.11     $ 8.73     $ 9.20     $ 9.33    
Total Return(b)      (4.33 )%     9.52 %     20.21 %     17.76 %     (1.34 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 168,324     $ 170,750     $ 138,684     $ 235,842     $ 273,074    
Net expenses to average daily net assets(c)      0.37 %     0.33 %     0.32 %     0.33 %     0.32 %  
Net investment income to average daily
net assets(a) 
    2.12 %     2.40 %     1.44 %     1.10 %     5.36 %  
Portfolio turnover rate     20 %     38 %     45 %     50 %     28 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.07 %     0.12 %     0.12 %     0.08 %     0.08 %  

 

(a)  Net investment income is affected by the timing of the declaration of dividends by the underlying fund(s) in which the Fund invests.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(c)  Net expenses exclude expenses incurred indirectly through investment in underlying fund(s) (See Note 3).

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

11




GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Global Bond Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return through investment in global bond and currency markets, primarily by investing in other fund(s) of the Trust ("underlying fund(s)"), including GMO Short-Duration Collateral Fund and GMO World Opportunity Overly Fund and "synthetic" bonds (created by the Manager by combining a futures contract, swap contract, or option, on a fixed income security with cash, a cash equivalent, or another fixed income security). The Fund's benchmark is the JPMorgan Global Government Bond Index.

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available without charge, upon request by calling (617) 346-7646 (collect). Shares of the GMO Short-Duration Collateral Fund, the GMO World Opportunity Overlay Fund and the GMO Special Purpose Holding Fund are not publicly available for direct purchase.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of the underlying fund(s) and other mutual funds are valued at their net asset value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value.

12



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Some fixed income securities are valued at the closing bid for such securities as supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager is informed of erratic or unusual movements (including unusual inactivity) in the prices supplied for a security and, at its discretion, may override a price supplied by a source (by taking a price supplied by another source).

Certain investments in securities held by the Fund or underlying fund(s) are valued on the basis of a price provided by a principal market maker. The prices provided by the principal market makers may differ from the value that would be realized if the securities were sold and the differences could be material to the Fund or the underlying fund(s). As of February 28, 2006, the total value of these securities represented 26.8% of net assets.

GMO Special Purpose Holding Fund ("SPHF"), an investment of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. In July of 2005, SPHF entered into a settlement agreement with one defendant in the lawsuit and the Fund received $285,890 indirectly in conjunction with the settlement. In April of 2006, SPHF entered into an additional settlement agreement with another defendant and the Fund indirectly received $1,591,463 (approximately $0.08 per share as of April 18, 2006) in conjunction with that settlement. Those settlement proceeds received in April of 2006 are not reflected in the net asset value of the Fund as of February 28, 2006. The outcome of the lawsuits against the remaining defendants is not predictable and any potential recoveries are not reflected in the net asset value of the Fund. To the extent additional recoveries are realized, such recoveries may be material to the net asset value of the Fund.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the

13



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. The value of the currencies the Fund has committed to buy or sell is shown in the Schedule of Investments and represents the currency exposure the Fund has acquired or hedged through forward currency contracts as of February 28, 2006.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with the futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over

14



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. See the Schedule of Investments for open purchased option contracts entered into by the Fund as of February 28, 2006.

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. See the Schedule of Investments for indexed securities held by the Fund as of February 28, 2006.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into interest rate, total return, forward swap spread lock and credit default swap agreements. Interest rate swap agreements involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the

15



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Fund will receive a payment from or make a payment to the counterparty, respectively. Forward swap spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. The Fund may use credit default swaps to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where the Fund owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreements. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. See the Schedule of Investments for a summary of open swap agreements entered into by the Fund as of February 28, 2006.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. As of February 28, 2006, the Fund did not enter into any repurchase agreements.

16



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities the Fund has sold but is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. As of February 28, 2006, the Fund did not enter into any reverse repurchase agreements.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 28, 2006, the Fund did not participate in securities lending.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary. Taxes on foreign interest and dividend income are generally withheld in accordance with the applicable country's tax treaty with the United States.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $3,512,926 and $8,082,420, respectively.

17



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, the Fund had capital loss carryforwards available to offset future capital gains, if any, to the extent permitted by the Code, of $10,615,925 and $15,114,495 expiring in 2012 and 2014, respectively. Utilization of the capital loss carryforwards above could be subject to limitations imposed by the Code related to share ownership activity.

The Fund elected to defer to March 1, 2006 post-October capital and currency losses of $64,919 and $2,877,065, respectively.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 156,267,074     $ 11,319,506     $ (88,091 )   $ 11,231,415    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to foreign currency transactions and certain differences in the computation of distributable income and capital gains under U.S. federal tax rules versus U.S. GAAP. The financial highlights exclude these adjustments.

Distributions in
Excess of Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ (6,937,527 )   $ 1,273,117     $ 5,664,410    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

18



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying fund(s). Because the underlying fund(s) have varied expense and fee levels and the Fund may own different proportions of underlying fund(s) at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

Investment risks

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times may be more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.19% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for Class III shares. The Fund may invest in Class III shares of GMO Emerging Country Debt Fund ("ECDF"). Like the management fee (as described below), the Fund's shareholder service fee will be waived (but not below zero) to the extent of the indirect shareholder service fees paid in connection with the Fund's investment in ECDF. The Fund does not incur any indirect shareholder service fees as a result of the Fund's investment in GMO Short-Duration Collateral Fund ("SDCF"), GMO Special Purpose Holding Fund ("SPHF") and GMO World Opportunity Overlay Fund ("Overlay Fund").

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total direct annual expenses plus the amount of indirect fees and operating expenses incurred through its investment in underlying fund(s) exceed 0.25% of the average daily net assets, with such indirect expenses subject to a maximum total reimbursement to the Fund equal to 0.25% of the Fund's average daily net assets. Prior to July 1, 2005, GMO agreed to reimburse the Fund to the extent that the Fund's total direct annual expenses plus the amount of indirect fees and operating expenses incurred through its investment in underlying fund(s) exceeded 0.19% of the average daily net assets. For purposes of this calculation, the Fund's total direct annual operating expenses excludes shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees) ("Trustees fees"), and the following investment-related costs: brokerage commissions, hedging transaction fees, extraordinary, non-

19



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes. Additionally, the indirect fees and operating expenses incurred through investment in underlying fund(s) excludes investment-related expenses and Trustees fees. Through June 29, 2004, the indirect Trustees fees incurred by the Fund through its investment in ECDF were not excluded.

The Fund incurs fees and expenses indirectly as a shareholder in the underlying fund(s). For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and
interest expense)
  Indirect
Shareholder Service
Fees
  Indirect
Interest
Expense
  Total Indirect
Expenses
 
  0.019 %     0.005 %     0.015 %     0.039 %  

 

        

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $1,850 and $1,048, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $35,727,333 and $32,935,961, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related parties

As of February 28, 2006, 73.8% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. Investment activities of these shareholders may have a material effect on the Fund.

20



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, 0.2% of the Fund's shares were held by three related parties comprised of certain GMO employee accounts, and 6.5% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     701,206     $ 6,078,711       2,193,277     $ 20,132,327    
Shares issued to shareholders
in reinvestment of distributions
    407,835       3,466,595       864,819       7,947,689    
Shares repurchased     (115,877 )     (1,000,000 )     (217,972 )     (1,880,255 )  
Net increase (decrease)     993,164     $ 8,545,306       2,840,124     $ 26,199,761    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 28, 2006 is set forth below:



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Emerging Country
Debt Fund, Class III
  $ 4,994,024     $ 829,430     $ 900,000     $ 577,620     $ 251,810     $ 5,052,494    
GMO Short-Duration
Collateral Fund
    97,283,265       32,660,050       24,500,000       2,860,050             106,481,153    
GMO Special Purpose
Holding Fund
    710,951                         403,157       377,249 *  
GMO World Opportunity
Overlay Fund
    34,194,946       150,000                         34,414,166    
Totals   $ 137,183,186     $ 33,639,480     $ 25,400,000     $ 3,437,670     $ 654,967     $ 146,325,062    

 

* After the effect of return of capital distributions of $252,695 and $67,253 on April 5, 2005 and February 21, 2006, respectively.

21




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Global Bond Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Global Bond Fund (the "Fund") (a series of GMO Trust) at February 28, 2006 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

22



GMO Global Bond Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred*
 
Class III  
1) Actual     0.43 %   $ 1,000.00     $ 980.50     $ 2.11    
2) Hypothetical     0.43 %   $ 1,000.00     $ 1,022.66     $ 2.16    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

23



GMO Global Bond Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 28, 2006 of $0 or if determined to be different, the qualified interest income of such year.

24



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

25



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation
(a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.
 

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

26



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

27



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

28




GMO U.S. Sector Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO U.S. Sector Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Asset Allocation Team within the Quantitative Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO U.S. Sector Fund returned +6.5% for the fiscal year ended February 28, 2006, as compared to +10.4% for the Russell 3000 Index. Consistent with the Fund's investment objectives and policies, during the fiscal year the Fund was exposed substantially to common stocks through its investment in underlying GMO mutual funds.

Implementation was negative, as the underlying GMO mutual funds underperformed their respective benchmarks by approximately 2.7%.

Asset allocation detracted approximately 1.2%. The Fund's allocations to the GMO U.S. Core Equity Fund and GMO U.S. Quality Equity Fund were the biggest detractors.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Each performance figure assumes a purchase at the beginning and a redemption at the end of the stated period and reflects a transaction fee of .04% on the purchase and .04% on the redemption. Transaction fees are retained by the Fund to cover trading costs. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.

*  Russell 3000 Index + represents the S&P 500 Index prior to 2/28/03 and the Russell 3000 Index thereafter.



GMO U.S. Sector Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     95.7 %  
Short-Term Investment(s)     11.0    
Futures     0.0    
Other     (6.7 )  
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

1




GMO U.S. Sector Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    MUTUAL FUNDS — 100.0%  
    Affiliated Issuer(s) — 100.0%  
  8,868,942     GMO U.S. Core Equity Fund, Class III     128,599,664    
  1,547,494     GMO U.S. Quality Equity Fund, Class III     32,203,358    
  317,113     GMO U.S. Small/Mid Cap Growth Fund, Class III     6,237,620    
  580,969     GMO U.S. Small/Mid Cap Value Fund, Class III     6,111,798    
    TOTAL MUTUAL FUNDS (COST $161,405,559)     173,152,440    
    SHORT-TERM INVESTMENT(S) — 0.0%  
  15,607     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $15,609 and an effective yield of
3.01%, collateralized by a U.S. Treasury Bond with a rate of 4.50%,
maturity date of 02/15/36 and a market value, including accrued interest,
of $15,920.
    15,607    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $15,607)     15,607    
    TOTAL INVESTMENTS — 100.0%
(Cost $161,421,166)
    173,168,047    
        Other Assets and Liabilities (net) — 0.0%     (21,574 )  
    TOTAL NET ASSETS — 100.0%   $ 173,146,473    

 

See accompanying notes to the financial statements.

2




GMO U.S. Sector Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value (cost $15,607) (Note 2)   $ 15,607    
Investments in affiliated issuers, at value (cost $161,405,559) (Notes 2 and 8)     173,152,440    
Receivable for investments sold     3,000,000    
Receivable for expenses reimbursed by Manager (Note 3)     67,151    
Miscellaneous receivable     1,201    
Total assets     176,236,399    
Liabilities:  
Payable for Fund shares repurchased     3,001,200    
Payable to affiliate for (Note 3):  
Management fee     44,343    
Shareholder service fee     20,155    
Trustees and Chief Compliance Officer fees     256    
Accrued expenses     23,972    
Total liabilities     3,089,926    
Net assets   $ 173,146,473    
Net assets consist of:  
Paid-in capital   $ 156,171,244    
Accumulated undistributed net investment income     727,370    
Accumulated net realized gain     4,500,978    
Net unrealized appreciation     11,746,881    
    $ 173,146,473    
Net assets attributable to:  
Class III shares   $ 173,146,473    
Shares outstanding:  
Class III     26,375,925    
Net asset value per share:  
Class III   $ 6.56    

 

See accompanying notes to the financial statements.

3



GMO U.S. Sector Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 2,327,720    
Interest     5,374    
Total investment income     2,333,094    
Expenses:  
Management fee (Note 3)     502,360    
Shareholder service fee – Class III (Note 3)     228,346    
Custodian, fund accounting agent and transfer agent fees     17,687    
Audit and tax fees     23,646    
Legal fees     3,507    
Trustees fees and related expenses (Note 3)     2,750    
Registration fees     5,566    
Miscellaneous     2,766    
Total expenses     786,628    
Fees and expenses reimbursed by Manager (Note 3)     (51,599 )  
Indirectly incurred fees waived or borne by Manager (Note 3)     (490,601 )  
Shareholder service fee waived – Class III (Note 3)     (228,235 )  
Net expenses     16,193    
Net investment income (loss)     2,316,901    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     2,664,253    
Realized gains distributions from affiliated issuers (Note 8)     6,101,698    
Net realized gain (loss)     8,765,951    
Change in net unrealized appreciation (depreciation) on investments     (947,845 )  
Net realized and unrealized gain (loss)     7,818,106    
Net increase (decrease) in net assets resulting from operations   $ 10,135,007    

 

See accompanying notes to the financial statements.

4



GMO U.S. Sector Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 2,316,901     $ 1,726,696    
Net realized gain (loss)     8,765,951       5,585,264    
Change in net unrealized appreciation (depreciation)     (947,845 )     1,814,127    
Net increase (decrease) in net assets from operations     10,135,007       9,126,087    
Distributions to shareholders from:  
Net investment income  
Class III     (2,798,187 )     (2,495,238 )  
Net realized gains  
Class III     (3,368,950 )     (5,083,911 )  
      (6,167,137 )     (7,579,149 )  
Net share transactions (Note 7):  
Class III     17,780,604       76,428,482    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     20,076       60,143    
Total increase (decrease) in net assets resulting from net share
transactions and net purchase premiums and redemption fees
    17,800,680       76,488,625    
Total increase (decrease) in net assets     21,768,550       78,035,563    
Net assets:  
Beginning of period     151,377,923       73,342,360    
End of period (including accumulated undistributed net
investment income of $727,370 and $832,772,
respectively)
  $ 173,146,473     $ 151,377,923    

 

See accompanying notes to the financial statements.

5




GMO U.S. Sector Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 6.41     $ 6.40     $ 4.53     $ 5.45     $ 5.11    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.10       0.11       0.08       0.09       0.11    
Net realized and unrealized gain (loss)     0.31       0.34       1.89       (1.00 )     0.39    
Total from investment operations     0.41       0.45       1.97       (0.91 )     0.50    
Less distributions to shareholders:  
From net investment income     (0.12 )     (0.14 )     (0.02 )     (0.01 )     (0.16 )  
From net realized gains     (0.14 )     (0.30 )     (0.08 )              
Total distributions     (0.26 )     (0.44 )     (0.10 )     (0.01 )     (0.16 )  
Net asset value, end of period   $ 6.56     $ 6.41     $ 6.40     $ 4.53     $ 5.45    
Total Return(b)      6.45 %(c)      7.18 %(c)      43.72 %(c)      (16.78 )%     9.80 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 173,146     $ 151,378     $ 73,342     $ 13,144     $ 270    
Net expenses to average daily net assets(d)      0.01 %     0.00 %(e)      0.00 %(e)      0.02 %     0.00 %(e)   
Net investment income to average daily net assets(a)      1.52 %     1.75 %     1.43 %     1.93 %     1.99 %  
Portfolio turnover rate     13 %     16 %     17 %     24 %     2 %  
Fees and expenses reimbursed and/or wavied by the
Manager to average daily net assets:
    0.51 %     0.54 %     0.58 %     0.88 %     8.97 %  
Purchase premiums and redemption fees consisted
of the following per share amounts: 
  $ 0.00 (f)    $ 0.00 (f)    $ 0.00 (f)               

 

(a)  Net investment income is affected by the timing of the declaration of dividends by the underlying fund(s) in which the Fund invests.

(b)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown.

(c)  Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(d)  Net expenses exclude expenses incurred indirectly through investments in underlying fund(s). (See Note 3).

(e)  Net expenses were less than 0.01%.

(f)  Purchase premiums and redemption fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

6




GMO U.S. Sector Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO U.S. Sector Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks total return greater than that of the Russell 3000 Index, its benchmark. The Fund pursues its objective through investments in common stocks, either directly or indirectly through investments in shares of other domestic equity funds of the Trust ("underlying fund(s)").

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect) or by visiting GMO's website at www.gmo.com.

2.  Significant accounting policies

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

Portfolio valuation

Shares of the underlying fund(s) are valued at their net asset value. Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last quoted sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction.

7



GMO U.S. Sector Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. See the Schedule of Investments for open repurchase agreements entered into by the Fund as of February 28, 2006.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $2,820,714 and $2,711,100, respectively and long-term capital gains – $3,346,423 and $4,868,049, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $727,370 and $5,195,255 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to capital loss carryforwards.

As of February 28, 2006, the Fund had capital loss carryforwards available to offset future capital gains, if any, to the extent permitted by the Code, of $581,632 expiring in 2012. Utilization of the capital loss carryforwards above could be subject to limitations imposed by the Code related to share ownership activity.

8



GMO U.S. Sector Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 161,533,811     $ 12,340,419     $ (706,183 )   $ 11,634,236    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to differing treatment of mutual fund distributions received. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 375,884     $ (375,884 )   $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from underlying fund(s) are recorded on the ex-dividend date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying fund(s). Because the underlying fund(s) have varied expense and fee levels and the Fund may own different proportions of underlying fund(s) at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

9



GMO U.S. Sector Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Purchases and redemptions of Fund shares

As of the date of this report, the premium on cash purchases and fee on redemptions of Fund shares were each 0.04% of the amount invested or redeemed. For the period June 30, 2004 to June 29, 2005, the premium on cash purchases and fee on redemptions of Fund shares were each 0.08%. The redemption fee is only applicable to shares acquired on or after June 30, 2003. If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. For the years ended February 28, 2006 and February 28, 2005, the Fund received $10,965 and $60,023 in purchase premiums and $9,111 and $120 in redemption fees, respectively. There is no premium for reinvested distributions or in-kind transactions.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.33% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for Class III shares. As described in Note 1, the Fund invests in certain underlying fund(s). The Fund invests in Class III shares of each underlying fund(s) being offered. Like the management fee (as described below), the Fund's shareholder service fee is waived (but not below zero) to the extent of the indirect shareholder service fees paid in connection with the Fund's investment in shares of underlying fund(s).

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees and the following expenses: fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes (collectively, "fund expenses")) plus the amount of fees and expenses, excluding shareholder service fees and fund expenses (as defined above), incurred indirectly by the Fund through investment in the underlying fund(s), exceed 0.33% of the Fund's average daily net assets. Because GMO will not reimburse expenses incurred indirectly by the Fund to the extent they exceed 0.33% of the Fund's average daily net assets, and because the amount of fees and expenses incurred indirectly by the Fund will vary, the operating expenses (excluding shareholder service fees and fund expenses (as defined above)) incurred indirectly by the Fund through its investment in the underlying fund(s) may exceed 0.33% of the Fund's average daily net assets.

10



GMO U.S. Sector Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As noted above, the Fund incurs fees and expenses indirectly as a shareholder in the underlying fund(s). For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees)
  Indirect
Shareholder Service
Fees
  Total Indirect
Expenses
 
  0.326 %     0.150 %     0.476 %  

 

    

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $1,718 and $949, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $40,449,920 and $20,361,383, respectively. Cost of purchases and proceeds from sale of securities for in-kind transactions for the year ended February 28, 2006 were $117,471,328 and $117,471,328, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related parties

As of February 28, 2006, 39.2% of the outstanding shares of the Fund were held by three shareholders, each holding in excess of 10% of the Fund's shares outstanding. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, 0.2% of the Fund's shares were held by two related parties comprised of certain GMO employee accounts.

11



GMO U.S. Sector Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     4,237,227     $ 27,401,967       11,159,900     $ 70,254,066    
Shares issued to shareholders
in reinvestment of distributions
    960,534       6,158,153       1,144,256       7,226,158    
Shares repurchased     (2,430,815 )     (15,779,516 )     (162,091 )     (1,051,742 )  
Purchase premiums and
redemption fees
          20,076             60,143    
Net increase (decrease)     2,766,946     $ 17,800,680       12,142,065     $ 76,488,625    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 28, 2006 is set forth below:



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Real Estate Fund,
Class III
  $ 4,290,702     $ 755,329     $ 4,926,022     $ 52,277     $ 703,052     $    
GMO Small/Mid Cap
Growth Fund,
Class III
(formerly GMO
Small Cap
Growth Fund)
    5,194,424       429,123       5,487,266       10,211       418,913          
GMO Small/Mid Cap
Value Fund,
Class III
(formerly GMO
Small Cap
Value Fund)
    6,300,437       558,998       6,745,142       80,208       478,790          
GMO U.S. Core Fund,
Class III
    109,034,777       4,845,643       115,210,919       1,007,643                

 

12



GMO U.S. Sector Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO U.S. Core
Equity Fund,
Class III
  $     $ 131,923,755     $ 3,989,362     $ 850,324     $ 2,632,009     $ 128,599,664    
GMO U.S.
Quality Equity Fund,
Class III
    26,554,454       5,929,541       1,474,000       298,827       50,714       32,203,358    
GMO U.S.
Small/Mid Cap
Growth Fund,
Class III
          6,710,790             6,085       917,439       6,237,620    
GMO U.S.
Small/Mid Cap
Value Fund,
Class III
          6,768,068             22,145       900,781       6,111,798    
Totals   $ 151,374,794     $ 157,921,247     $ 137,832,711     $ 2,327,720     $ 6,101,698     $ 173,152,440    

 

9.  Subsequent event

Effective June 30, 2006, the Fund's name will be the U.S. Equity Allocation Fund. In connection with this change, the Fund's principal investment strategies will be revised to eliminate the Fund's ability to directly invest in portfolio securities (as opposed to underlying funds). In addition, the Fund will no longer directly bear management and shareholder service fees.

13




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO U.S. Sector Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO U.S. Sector Fund (the "Fund") ( a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

14



GMO U.S. Sector Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.49 %   $ 1,000.00     $ 1,050.00     $ 2.49    
2) Hypothetical     0.49 %   $ 1,000.00     $ 1,022.36     $ 2.46    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

15



GMO U.S. Sector Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $3,346,423 from long-term capital gains.

For taxable, non-corporate shareholders, 70.43% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 54.10% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006 of $73,086 and $0, respectively, or if determined to be different, the qualiified interest income of such year.

16



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary,
Provant, Inc.; Author of Legal Treatises.
    54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

17



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA
02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA
02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation
(a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.
 

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

18



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

19



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

20




GMO International Small Companies Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO International Small Companies Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the International Quantitative team at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO International Small Companies Fund returned +25.8% for the fiscal year ended February 28, 2006, as compared to +17.4% for the MSCI EAFE Index and +23.8% for the S&P/Citigroup EMI World ex-U.S. Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in equity securities of small companies in countries outside of the U.S. throughout the fiscal year.

Among the portfolio holdings with the largest positive impact to relative returns were German steel maker Salzgitter, Japanese heavy equipment maker Ishikawajima-Harima, French steel manufacturer Vallourec, Japanese steel maker Daido Steel Co., and Japanese real estate developer Urban Corp. Less successful holdings included German travel and logistics company TUI, Canadian printer Quebecor World, Italian insurer Unipol, and Irish sales and distribution company DCC.

The portfolio benefited slightly from an allocation to emerging markets and to Canada. This was offset somewhat by overweights to Ireland and Italy.

The strong U.S. dollar relative to most foreign currencies detracted from returns for U.S. investors. The MSCI EAFE Index returned 12% less in U.S. dollar terms than in local currency.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Each performance figure assumes a purchase at the beginning and a redemption at the end of the stated period and reflects a transaction fee of .60% on the purchase and .60% on the redemption. Transaction fees are retained by the Fund to cover trading costs. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO International Small Companies Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     95.5 %  
Preferred Stocks     2.8    
Mutual Funds     0.2    
Rights and Warrants     0.0    
Forward Currency Contracts     0.0    
Futures Contracts     0.1    
Short-Term Investment(s)     14.6    
Other     (13.2 )  
      100.0 %  
Country Summary   % of Equity Investments  
Japan     24.6 %  
United Kingdom     20.1    
Germany     9.7    
Canada     4.9    
France     4.7    
Netherlands     4.6    
Italy     4.0    
Australia     3.5    
Singapore     2.5    
Sweden     2.5    
South Korea     2.3    
Taiwan     1.9    
Finland     1.9    
Ireland     1.6    
Spain     1.6    
Switzerland     1.4    
Austria     1.2    
Brazil     1.2    
Belgium     1.1    
Hong Kong     1.0    
South Africa     0.8    
China     0.8    
Mexico     0.6    
Denmark     0.3    
Russia     0.2    
Israel     0.2    
Turkey     0.2    
Poland     0.2    
Greece     0.1    
Malaysia     0.1    
Thailand     0.1    
Philippines     0.1    
Indonesia     0.0    
      100.0 %  

 

1



GMO International Small Companies Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Consumer Discretionary     20.8 %  
Industrials     20.6    
Financials     18.5    
Materials     11.4    
Information Technology     6.7    
Consumer Staples     6.5    
Energy     5.6    
Health Care     5.3    
Utilities     2.5    
Telecommunication Services     2.1    
      100.0 %  

 

2




GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    COMMON STOCKS — 95.5%  
    Australia — 3.4%  
  94,063     Australian Stock Exchange Ltd     2,256,301    
  604,294     Babcock & Brown Infrastructure Group (a)      692,102    
  390,066     Boral Ltd     2,531,690    
  81,940     Cochlear Ltd     2,971,119    
  1,285,421     Commonwealth Property Office Fund     1,284,179    
  939,440     CSR Ltd     2,644,282    
  2,895,911     DB RREEF Trust     3,024,921    
  295,773     Healthscope Ltd (a)      841,222    
  1,836,163     Investa Property Group     2,735,019    
  406,418     James Hardies Industries NV     2,664,136    
  906,845     Mirvac Group Ltd     2,828,535    
  880,266     Oil Search Ltd     2,374,324    
  512,233     Promina Group Ltd     2,064,029    
  52,474     Ramsay Health Care Ltd     388,147    
  62,826     Record Investments Ltd     454,578    
  52,231     SFE Corp NPV     493,173    
  359,660     Valad Property Group     366,576    
  165,944     Worleyparsons Ltd     1,948,115    
  209,838     Zinifex Ltd     1,192,592    
      33,755,040    
    Austria — 1.2%  
  76,675     Austrian Airlines * (a)      766,790    
  5,954     Betandwin.com Interactive * (a)      692,244    
  10,610     Boehler Uddeholm (Bearer)     1,990,458    
  43,618     Flughafen Wien AG     3,517,848    
  9,616     Mayr-Melnhof Karton AG (Bearer)     1,415,125    
  63,248     RHI AG * (a)      1,804,197    
  14,465     Voestalpine AG     1,685,902    
      11,872,564    

 

See accompanying notes to the financial statements.

3



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Belgium — 1.1%  
  25,508     CMB Cie Maritime Belge     826,309    
  4,721     Cofinimmo SA     748,399    
  12,350     Colruyt SA     1,779,136    
  28,089     Euronav SA     815,746    
  50,136     Tessenderlo Chemie (a)      1,767,003    
  36,623     Umicore     5,202,168    
      11,138,761    
    Brazil — 0.4%  
  115,200     Companhia de Concessoes Rodoviarias     1,087,714    
  3,945,916     Companhia Saneamento Basico SAO PA     317,940    
  22,527,200     Electrobras (Centro)     477,277    
  15,244     Tele Centro Oeste Celular Participacoes SA     233,308    
  19,700     Unibanco-Uniao de Bancos Brasileiros SA GDR     1,732,615    
      3,848,854    
    Canada — 4.7%  
  36,000     ARC Energy Trust     837,872    
  82,300     Biovail Corp     2,071,169    
  30,000     Bonavista Energy Trust     909,411    
  13,000     Calfrac Well Services Ltd     387,215    
  19,384     Canadian Tire Corp Class A     1,134,265    
  61,600     Canadian Utilities Class A     2,192,547    
  23,700     CCS Income Trust     761,186    
  52,400     Duvernay Oil Corp *      1,791,776    
  43,300     Ensign Resource Service Group     1,478,323    
  49,400     First Quantum Minerals Ltd     1,573,132    
  65,300     FNX Mining Co Inc *      769,959    
  27,900     Gildan Activewear Inc Class A *      1,393,220    
  64,000     GMP Capital Fund     1,304,835    
  25,625     Harvest Energy Trust     746,348    
  123,702     Hudson's Bay Co     1,654,512    
  35,800     Inmet Mining Corp     998,601    
  30,900     Mega Bloks Inc *      712,104    

 

See accompanying notes to the financial statements.

4



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Canada — continued  
  26,900     Metro Inc Class A     701,821    
  27,200     NuVista Energy Ltd *      341,062    
  64,366     Onex Corp     1,141,818    
  45,900     Opti CDA Inc *      1,688,257    
  45,400     Paramount Energy Trust     770,216    
  17,600     Paramount Resources Ltd *      565,269    
  35,200     Primewest Energy Trust     1,028,945    
  190,771     Quebecor Inc Class B     4,532,375    
  126,456     Quebecor World Inc     1,285,201    
  54,400     Real Resources Inc *      995,662    
  20,500     Ritchie Brothers Auctioneers     979,678    
  38,600     Russel Metals Inc     879,704    
  47,004     Sobeys Inc     1,565,490    
  57,100     Total Energy Trust Ltd     843,097    
  70,900     Trican Well Service Ltd *      3,013,305    
  21,400     Trilogy Energy Trust     350,060    
  34,600     TSX Group Inc     1,467,482    
  21,600     Vermilion Trust     583,501    
  60,500     Western Oil Sands Inc Class A *      1,650,315    
  93,700     Yamana Gold Inc *      842,636    
      45,942,369    
    China — 0.7%  
  664,000     Aluminum Corp of China Ltd     676,650    
  1,136,000     Bank of Communications Co Ltd *      681,360    
  1,096,000     China Life Insurance Co Ltd *      1,243,110    
  3,830,992     China Petroleum & Chemical Corp Class H     2,279,218    
  638,000     China Shenhua Energy Co Ltd *      962,917    
  24,000     China Telecom Corp Ltd ADR (a)      880,560    
  447,500     China Telecom Corp Ltd Class H     163,526    
  1,108,000     Denway Motors Ltd     438,107    
      7,325,448    

 

See accompanying notes to the financial statements.

5



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Denmark — 0.3%  
  15,153     Danske Bank A/S     2,035,123    
  10,125     East Asiatic Co     1,012,187    
      3,047,310    
    Finland — 1.8%  
  93,502     Amer Group Class A (a)      1,955,052    
  58,176     Elcoteq Network Corp     1,284,725    
  105,103     Kemira Oyj     1,818,983    
  110,779     Kesko Oyj Class B     3,481,488    
  273,819     M-real Oyj Class B     1,373,704    
  204,629     OKO Bank     3,442,725    
  83,800     Outokumpu Oyj     1,520,577    
  4,739     Rautaruukki Oyj     159,701    
  58,600     Yit Yhtymae Oyj     2,973,228    
      18,010,183    
    France — 4.6%  
  5,649     Alstom *      482,814    
  9,846     Bourbon SA     1,005,598    
  70,542     Business Objects SA *      2,618,172    
  19,537     Cap Gemini SA *      963,240    
  17,816     Dassault Systemes SA     994,926    
  12,655     Etablissements Economiques du Casino Guichard-Perrachon SA     788,824    
  10,036     Eurazeo     1,086,161    
  48,917     Euronext NV     3,066,375    
  30,225     Generale de Sante     869,563    
  11,997     Groupe Steria SCA     650,056    
  228,916     Havas SA (a)      1,079,965    
  57,244     Michelin SA Class B     3,492,007    
  19,431     Nexans SA     1,282,300    
  155,406     Publicis Groupe     5,929,249    
  37,363     Remy Cointreau SA     1,857,038    
  1,602,586     SCOR SA     3,851,262    
  46,888     Soitec *      1,248,984    

 

See accompanying notes to the financial statements.

6



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    France — continued  
  33,768     Technip SA     2,029,141    
  19,003     Ubisoft Entertainment SA *      739,588    
  7,553     Vallourec     5,909,415    
  5,747     Wendel Investissement     657,760    
  81,602     Zodiac SA     5,122,179    
      45,724,617    
    Germany — 8.1%  
  88,493     Aareal Bank AG *      3,918,487    
  37,798     Altana AG     2,030,016    
  29,514     Balda AG     373,974    
  60,321     Bankgesellschaft Berlin AG * (a)      349,541    
  48,270     Bilfinger & Berger AG     2,775,795    
  404,305     Depfa Bank Plc     6,741,198    
  4,281     Deutsche Wohnen AG     1,224,623    
  114,593     Hannover Rueckversicherungs AG (Registered) (a)      4,350,092    
  59,624     Hochtief AG (a)      3,199,907    
  18,691     IKB Deutsche Industriebank AG     661,133    
  33,136     IVG Immobilien AG     860,823    
  69,718     IWKA AG     1,877,100    
  156,921     KarstadtQuelle AG * (a)      3,787,011    
  40,319     Lanxess AG *      1,390,557    
  24,275     MAN AG     1,531,758    
  101,603     Merck KGaA     10,174,764    
  57,629     Mobilcom AG     1,517,669    
  26,772     Norddeutsche Affinerie AG     743,237    
  57,755     Rheinmetall AG     4,500,680    
  26,182     Rhoen-Klinikum AG     1,138,654    
  174,333     Salzgitter AG     11,846,187    
  24,607     Software AG     1,419,182    
  4,375     Solarworld AG     1,142,840    
  223,778     Suedzucker AG (a)      5,912,303    
  335,528     TUI AG (a)      6,626,717    
      80,094,248    

 

See accompanying notes to the financial statements.

7



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Greece — 0.1%  
  140,813     Hellenic Technodomiki Tev SA     1,215,413    
    Hong Kong — 0.9%  
  381,000     Asia Satellite Telecommunications Holdings Ltd     651,647    
  334,800     Dah Sing Financial Services     2,336,604    
  1,650,000     First Pacific Co     585,675    
  117,000     Guoco Group     1,456,185    
  1,038,000     Hang Lung Group Co Ltd     2,285,944    
  242,000     Orient Overseas International Ltd     887,685    
  192,000     Television Broadcasts Ltd     1,078,899    
      9,282,639    
    Indonesia — 0.0%  
  343,315     Astra International Tbk PT     363,566    
    Ireland — 1.6%  
  126,599     C&C Group Plc     845,552    
  375,097     DCC Plc     8,543,576    
  1,881,721     Fyffes Plc     4,711,392    
  67,400     Olivetti SPA     1,491,580    
      15,592,100    
    Israel — 0.2%  
  195,000     Bank Hapoalim B.M.     892,427    
  128,800     Bank Leumi Le     464,745    
  34,400     Check Point Software Technologies Ltd *      731,344    
      2,088,516    
    Italy — 3.5%  
  38,341     Aedes (a)      265,266    
  1,980,759     AEM SPA (a)      4,199,742    
  193,764     Banca Popolare di Lodi (a)      2,123,085    
  75,090     Banca Popolare di Milano     949,125    
  52,997     Benetton Group SPA     675,281    

 

See accompanying notes to the financial statements.

8



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Italy — continued  
  101,712     Buzzi Unicem SPA     2,104,454    
  143,782     Cementir SPA     950,821    
  14,775     Datamat SPA     168,864    
  152,093     ERG SPA     3,579,423    
  22,065     Fondiaria - Sai SPA - Di RISP     657,355    
  102,000     Fornara & Co SPA * (b) (c)         
  213,400     Grassetto SPA * (b) (c)      2,544    
  506,840     IFIL SPA     2,597,594    
  497,335     Impregilo SPA * (a)      2,129,600    
  134,019     Italcementi SPA (a)      2,743,500    
  362,996     Italcementi SPA - Di RISP     5,173,734    
  35,710     Italmobiliare SPA - RNC     2,197,241    
  277,957     Milano Assicurazioni SPA     2,125,361    
  45,557     Recordati Aor Post Fraz     337,136    
  129,387     Risanamento SPA     730,322    
  6,953     Tod's SPA     508,387    
      34,218,835    
    Japan — 24.2%  
  169,700     Aderans Co Ltd     4,691,689    
  26,000     Alfresa Holdings Corp     1,517,222    
  82,000     Alps Electric Co Ltd     1,282,201    
  114,000     Amada Co Ltd     1,075,925    
  59,000     Amano Corp     1,062,485    
  72,000     AOC Holdings Inc     1,294,767    
  600     Aoyama Trading Co Ltd     18,482    
  104     Aplix Corp * (a)      843,348    
  17,800     Arrk Corp     1,273,953    
  39,000     Asahi Denka Co Ltd     622,532    
  150,000     Asics Corp     1,422,580    
  33,800     Autobacs Seven Co Ltd     1,697,153    
  39,000     Avex Group Holding Inc (a)      1,032,201    
  127,000     Bosch Automotive Systems Corp (a)      549,736    
  112,000     Brother Industries Ltd     1,201,841    

 

See accompanying notes to the financial statements.

9



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  212,000     Calsonic Kansei Corp     1,467,093    
  22,000     Canon Sales Co Inc     470,433    
  128,000     Central Glass Co Ltd     721,560    
  55,000     Chiba Kogyo Bank Ltd *      1,007,031    
  1,000     Chudenko Corp     18,234    
  70,000     CKD Corporation (a)      1,054,408    
  78,900     Coca-Cola West Japan Co Ltd (a)      1,890,523    
  507,000     Cosmo Oil Co Ltd     2,577,697    
  310     Creed Corp     1,305,750    
  177,350     Daiei Inc * (a)      4,892,734    
  113,000     Daifuku     2,086,260    
  17,000     Daiichikosho Co Ltd     453,658    
  590,000     Daikyo Inc *      3,105,621    
  34,000     Daimaru Inc     457,228    
  109,000     Daio Paper Corp (a)      1,157,802    
  91,000     Denki Kogyo Co Ltd (a)      1,022,056    
  35,000     Edion Corp     730,269    
  24,000     Exedy Corp     706,758    
  349,000     Fuji Electric Holdings Co Ltd     1,631,623    
  197,000     Fujikura Ltd     2,187,718    
  281,000     Furakawa Co Ltd * (a)      678,091    
  118,100     Futaba Industrial Co Ltd (a)      2,669,779    
  57,100     H.I.S. Co Ltd (a)      1,455,446    
  4,000     Hakuhodo Dy Holdings Inc     324,440    
  82,000     Hankyu Department Stores Inc (a)      723,792    
  225,000     Hanwa Co Ltd     984,444    
  1,922,400     Haseko Corp * (a)      6,698,448    
  215,000     Heiwa Real Estate Co Ltd (a)      1,527,306    
  27,000     Hisamitsu Pharmaceutical Co Inc     644,226    
  1,685,000     Hitachi Zosen Corp * (a)      3,141,672    
  41,000     Horiba Ltd (a)      1,189,089    
  129,700     Hosiden Corp     1,502,537    
  51,000     Intec Corp     767,094    
  9,819     Invoice Inc (a)      509,739    

 

See accompanying notes to the financial statements.

10



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  55,000     Ito En Ltd (a)      1,709,007    
  625,000     Iwatani International Corp (a)      2,091,797    
  15,000     Izumi Co Ltd (a)      510,722    
  257,000     JACCS Co Ltd     2,539,198    
  54,000     Japan Securities Finance Co     610,293    
  385,000     Japan Steel Works Ltd (a)      2,381,998    
  46,000     Joint Corp     1,320,598    
  219,000     Juki Corp     1,229,508    
  43,000     Kaga Electronics Co Ltd     1,085,345    
  101,000     Kandenko Co     727,379    
  43,000     Kanto Tsukuba Bank Ltd *      810,477    
  126,000     Kawasaki Kisen Kaisha Ltd (a)      783,745    
  252,000     Kayaba Industry Co (a)      860,535    
  265,000     Keisei Electric Railway Co (a)      1,704,347    
  513     Kenedix Inc     2,386,729    
  400,000     Kiyo Holdings Inc *      1,095,417    
  51,000     Kohnan Shoji Co Ltd (a)      673,445    
  160,000     Koito Manufacturing Co Ltd     1,985,416    
  85,000     Kojima Co Ltd (a)      961,424    
  127,200     Konami Corp (a)      3,136,148    
  475,000     Kurabo Industries Ltd     1,639,233    
  209,000     Kyokuyo Co Ltd (a)      515,014    
  104,000     Kyudenko Corp     656,626    
  27,400     Lintec Corp     667,756    
  365,000     Maeda Corp     2,261,979    
  90,000     Makino Milling Machine Co Ltd     1,037,659    
  287,000     Maruha Group Inc (a)      646,525    
  90,000     Marusan Securities Co Ltd     1,050,869    
  110,000     Matsuzakaya Co Ltd (a)      881,879    
  158,000     Mediceo Paltac Holdings Co Ltd (a)      2,597,757    
  34,000     Miraca Holdings Inc     669,188    
  177,000     Mitsubishi Rayon Co Ltd     1,422,263    
  176,000     Mitsubishi Steel Manufacturing Co Ltd (a)      1,107,950    
  250,000     Nagase & Co     3,194,361    

 

See accompanying notes to the financial statements.

11



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  205,000     Nichiro Corp (a)      444,379    
  30,000     Nidec Sankyo Corp     452,695    
  9,000     Nihon Dempa Kogyo Co Ltd     376,381    
  191,000     Nippon Corp     1,506,789    
  1,426,000     Nippon Light Metal (a)      3,991,441    
  271,000     Nippon Soda Co Ltd     1,012,460    
  22,000     Nippon System Development Co Ltd     727,087    
  61,000     Nipro Corp (a)      906,564    
  449,000     Nishimatsu Construction (a)      1,904,751    
  37,000     Nishimatsuya Chain Co Ltd     712,595    
  238,000     Nissan Chemical Industries Ltd     3,916,294    
  353,000     Nissan Diesel Motor Co (a)      1,944,751    
  460,000     Nissan Shatai Co Ltd     3,167,360    
  244,000     Nisshin Seifun Group Inc     2,476,566    
  685,500     Nissin Company Ltd (a)      1,319,554    
  12,000     Nissin Kogyo Co Ltd     706,207    
  26,000     Nitori Co Ltd     1,279,723    
  97,000     NOF Corp (a)      588,119    
  178,000     Okasan Securities Co Ltd (a)      1,859,275    
  14,000     Okinawa Electric Power Co     869,080    
  182,000     Okuma Corp (a)      2,199,341    
  484,000     Orient Corp *      1,716,666    
  26,000     Park24 Co Ltd (a)      836,130    
  900,000     Penta Ocean Construction Co Ltd * (a)      1,841,574    
  28,000     Point Inc     2,074,037    
  144,900     Q.P. Corp     1,386,558    
  402     Round One Corp (a)      1,634,726    
  159,000     Ryobi Ltd     1,149,149    
  11,800     Ryohin Keikaku Co Ltd     885,453    
  130,300     Ryosan Co     3,554,511    
  4,000     Sanden Corp     17,276    
  67,000     Sanki Engineering     571,454    
  339,000     Sankyo-Tateyama Holdings Inc     762,196    
  548,000     Sankyu Inc (a)      3,087,539    

 

See accompanying notes to the financial statements.

12



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  145,000     Sanyo Securities Co Ltd * (b) (c)      1,253    
  96,000     Sanyo Shokai Ltd     700,808    
  220,000     Seino Holdings Co Ltd (a)      2,147,652    
  29,000     Shinko Electric Industries     2,124,055    
  41,000     Showa Corp     675,519    
  118,290     Sojitz Corp * (a)      649,109    
  41,000     Star Micronics Co Ltd     632,696    
  42,000     Sugi Pharmacy Co Ltd (a)      987,696    
  1,131,000     Sumitomo Light Metal Industry (a)      2,846,364    
  287,000     Sumitomo Warehouse     2,262,636    
  17,000     Sundrug Co Ltd     857,879    
  110,100     Suzuken Co Ltd     3,273,048    
  196,000     Taiheiyo Cement Co Ltd     843,369    
  388     Take And Give Needs Co Ltd *      626,550    
  53,000     Tamura Taiko Holdings Inc     311,114    
  142,000     Tanabe Seiyaku Co Ltd     1,567,999    
  398,000     TOA Corp (a)      739,263    
  207,000     Toagosei Co Ltd     897,955    
  1,420,000     Toho Gas Co Ltd     5,761,822    
  121,000     Toho Zinc Co Ltd (a)      1,013,921    
  29,300     Tokyo Seimitsu Co Ltd     1,707,111    
  320,000     Tokyo Tatemono Co Ltd     3,095,087    
  54,000     Tokyo Tomin Bank Ltd (a)      2,425,710    
  127,000     Topy Industries Ltd     518,501    
  159,000     Toshiba Machine Co Ltd     1,684,660    
  331,000     Toyo Construction Co *      566,391    
  236,000     Toyo Engineering (a)      1,383,327    
  43,000     Toyo Suisan Kaisha Ltd     626,959    
  995,000     Toyo Tire & Rubber Co Ltd     4,673,761    
  19,100     Trans Cosmos Inc (a)      1,127,163    
  157,000     Tsugami Corp     1,097,704    
  171,000     Tsumura & Co (a)      4,429,436    
  1,041,000     Ube Industries Ltd     3,071,688    
  118,000     Uchida Yoko Co Ltd     713,323    

 

See accompanying notes to the financial statements.

13



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  383,000     Unitika Ltd     699,175    
  120,000     Urban Corp     1,758,304    
  123,000     Venture Link Co Ltd * (a)      411,844    
  66,000     Yamatake Honeywell     1,575,339    
  94,000     Yamato Kogyo Co     1,951,038    
  152,000     Yaskawa Electric Corp * (a)      1,655,474    
  706,000     Yokohama Rubber Co     3,756,283    
  96,000     Zeon Corp     1,209,429    
      239,236,357    
    Malaysia — 0.1%  
  208,800     Maxis Communications Berhad     488,727    
  167,400     MISC Berhad     436,691    
  357,000     Promet Berhad * (b) (c)      961    
  312,000     Rekapacific Berhad * (b) (c)      840    
      927,219    
    Mexico — 0.6%  
  171,000     Carso Global Telecom Class A *      411,379    
  136,000     Controladora Comercial Mexicana SA de CV     245,384    
  140,000     Fomento Economico Mexicano SA de CV     1,209,547    
  245,000     Grupo Financiero Banorte SA de CV     597,823    
  318,100     Grupo Mexico SA Class B     815,369    
  104,000     Grupo Modelo SA de CV Class C     359,905    
  293,000     Grupo Televisa SA (Participating Certificates)     1,163,888    
  41,000     Telefonos de Mexico SA de CV Class L ADR     917,990    
      5,721,285    
    Netherlands — 4.6%  
  48,275     Boskalis Westminster NV     3,057,806    
  412,043     Buhrmann NV (a)      6,903,766    
  56,340     Chicago Bridge & Iron ADR     1,378,640    
  38,435     Corio NV     2,525,430    
  151,067     CSM     4,511,449    

 

See accompanying notes to the financial statements.

14



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Netherlands — continued  
  632,561     Hagemeyer NV * (a)      2,545,760    
  32,902     Heineken Holding NV     1,144,629    
  27,549     Hunter Douglas NV     1,660,282    
  39,702     Imtech NV     1,658,277    
  35,735     Koninklijke Wessanen NV     562,141    
  25,157     Nutreco Holding NV     1,478,199    
  194,591     OCE NV (a)      3,366,446    
  31,623     Ordina NV     633,768    
  10,722     Sbm Offshore NV     1,056,095    
  28,706     Stork NV     1,638,251    
  18,491     Univar NV     971,024    
  131,792     Van der Moolen Holding NV (a)      1,185,766    
  80,200     Van Ommeren Vopak NV     2,551,869    
  20,051     Vastned NV     1,481,476    
  44,144     Wereldhave NV     4,706,059    
      45,017,133    
    Philippines — 0.1%  
  149,600     Bank of the Philippine Islands     170,315    
  12,882     Philippine Long Distance Telephone     442,206    
      612,521    
    Poland — 0.2%  
  47,300     Polski Koncern Naftowy Orlen SA     869,855    
  90,200     Telekomunikacja Polska SA     627,953    
      1,497,808    
    Russia — 0.2%  
  34,300     Mobile Telesystems ADR     1,237,201    
  4,300     Tatneft ADR     489,125    
      1,726,326    

 

See accompanying notes to the financial statements.

15



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Singapore — 2.5%  
  501,000     Ascendas Real Estate Investment Trust     666,199    
  691,000     Asia Food & Properties Ltd *      199,017    
  329,000     CapitaMall Trust     471,327    
  1,986,000     Cosco Corp     1,448,158    
  2,623,000     GES International Ltd     1,585,601    
  740,000     Hyflux Ltd     1,320,689    
  423,000     Jurong Technologies Industrial Corp Ltd     466,538    
  1,825,000     Keppel Land Ltd     4,940,941    
  258,000     Marco Polo Developments Ltd     225,068    
  1,454,350     MobileOne Ltd     1,970,835    
  458,000     Noble Group Ltd     343,422    
  11,646,100     Pacific Century Region Developments Ltd *      2,095,939    
  1,279,000     Parkway Holdings Ltd     1,925,713    
  652,000     Singapore Exchange Ltd     1,526,464    
  444,000     Singapore Petroleum Co     1,378,220    
  753,000     SMRT Corp Ltd     509,580    
  2,477,000     Want Want Holdings Ltd     3,108,883    
      24,182,594    
    South Africa — 0.8%  
  40,840     ABSA Group Ltd     758,611    
  27,600     Bidvest Group Ltd     464,139    
  193,700     FirstRand Ltd     583,935    
  9,490     Impala Platinum Holdings Ltd     1,611,303    
  57,700     MTN Group Ltd     558,486    
  21,200     Nedcor Ltd     409,204    
  43,200     Remgro Ltd     906,066    
  260,550     Sanlam Ltd     674,486    
  46,800     Telkom SA Ltd     1,231,325    
  20,104     Tiger Brands Ltd     498,345    
      7,695,900    

 

See accompanying notes to the financial statements.

16



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    South Korea — 2.2%  
  34,400     Daewoo Engineering & Construction Co Ltd     444,500    
  33,734     Hana Financial Group Inc     1,441,772    
  16,300     Hanjin Shipping     381,555    
  45,200     Hynix Semiconductor Inc *      1,524,724    
  14,780     Hyundai Development Co     670,757    
  7,100     Hyundai Engineering & Construction *      341,690    
  6,400     Hyundai Heavy Industries     506,066    
  13,400     Hyundai Mobis     1,126,630    
  34,700     KIA Motors Corp     744,960    
  3,500     Korea Express Co Ltd *      290,584    
  46,400     KT Corp ADR     947,488    
  19,300     KT Freetel Co Ltd     513,450    
  25,600     KT&G Corp     1,517,585    
  5,700     LG Cable & Machinery Ltd     191,777    
  9,600     LG Chemicals Ltd     481,686    
  72,300     LG Corp     2,511,573    
  14,200     LG Electronics Inc     1,166,053    
  2,419     LG Home Shopping Inc     245,629    
  7,700     Samsung SDI Co Ltd     680,373    
  43,300     Shinhan Financial Group Co Ltd     1,691,656    
  2,400     Shinsegae Co Ltd     1,137,382    
  26,100     SK Corp     1,608,232    
  1,500     SK Telecom Co Ltd     311,711    
  32,800     SK Telecom Co Ltd ADR     792,120    
  39,000     Woori Finance Holdings Co Ltd     766,094    
      22,036,047    
    Spain — 1.6%  
  12,071     Acciona SA     1,682,756    
  106,647     Aguas de Barcelona SA Class A     2,949,926    
  48,556     Corp Financiera Alba     2,473,697    
  29,949     Fomento de Construcciones y Contratas SA     2,036,179    
  8,419     Inmobiliaria Colonia SA     540,462    
  535,633     Jazztel Plc *      485,218    

 

See accompanying notes to the financial statements.

17



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Spain — continued  
  22,013     Metrovacesa SA     1,638,826    
  32,055     Red Electrica de Espana     1,072,052    
  91,638     Sacyr Vallehermoso SA     2,576,465    
      15,455,581    
    Sweden — 2.4%  
  62,500     Alfa Laval AB     1,579,201    
  152,400     Boliden AB *      1,889,232    
  37,800     Elekta AB B Shares     558,626    
  95,855     Getinge AB     1,385,775    
  69,838     Holmen AB Class B (a)      2,709,261    
  323,917     Kinnevik Investment AB (a)      3,866,466    
  23,900     Kungsleden AB     836,296    
  44,019     Lundbergforetagen AB Class B     2,121,521    
  67,000     Lundin Petroleum AB * (a)      739,356    
  30,950     Modern Times Group AB *      1,433,821    
  29,800     NCC Class B     677,307    
  88,220     SSAB Swedish Steel Class A     3,963,796    
  203,600     Tele2 AB Class B (a)      2,197,465    
      23,958,123    
    Switzerland — 1.4%  
  23,425     Baloise Holding Ltd     1,484,029    
  9,455     Charles Voegele Holding AG     864,598    
  180,623     Converium Holding AG *      1,989,999    
  2,652     Fischer (George) AG (Registered) *      1,073,442    
  3,446     Forbo Holdings AG (Registered) *      870,776    
  4,820     Helvetia Patria Holding (Registered)     1,084,472    
  338     Jelmoli Holding AG (Bearer)     546,159    
  190     Jelmoli Holding AG (Registered)     61,650    
  31,397     Logitech International SA *      1,264,780    
  36     Motor-Columbus (Bearer)     191,936    
  886     Movenpick Holdings (Bearer) *      219,502    
  32,864     Phonak Holding AG (Registered)     1,586,214    
  13,951     Valora Holding AG *      2,834,925    
      14,072,482    

 

See accompanying notes to the financial statements.

18



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Taiwan — 1.9%  
  322,857     Acer Inc     714,388    
  445,770     Asustek Computer Inc     1,256,298    
  960,630     AU Optronics Corp     1,534,820    
  457,000     Cathay Financial Holding Co Ltd     878,495    
  619,000     Chi Mei Optoelectronics Corp     936,179    
  5,000     China Bills Finance Corp     1,630    
  1,264,000     China Development Financial Holding Corp *      483,978    
  1,177,000     Chunghwa Picture Tubes Ltd     305,656    
  238,000     Chunghwa Telecom Co Ltd     433,291    
  635,818     Compal Electronics Inc     591,411    
  233,546     Delta Electronics Inc     555,948    
  564,130     Far Eastern Textile Co Ltd     415,205    
  288,000     Far Eastone Telecommunications Co Ltd     352,402    
  566,316     Formosa Chemicals & Fibre Co     890,314    
  853,941     Formosa Plastics Corp     1,351,280    
  720,000     Fubon Financial Holding Co Ltd     643,182    
  2,451     Gigabyte Technology Co Ltd     2,065    
  74,920     High Tech Computer Corp     1,604,824    
  493,884     Inventec Co Ltd     301,082    
  594,640     Lite-On Technology Corp     801,374    
  1,710,000     Mega Financial Holdings Co Ltd     1,297,077    
  876,000     Powerchip Semiconductor Corp     532,605    
  443,550     Quanta Computer Inc     675,651    
  187,150     Realtek Semiconductor Corp     205,210    
  369,000     Siliconware Precision Industries Co     467,704    
  996,144     Taishin Financial Holdings Co Ltd     605,201    
  583,000     Taiwan Cellular Corp     537,985    
      18,375,255    
    Thailand — 0.1%  
  168,000     Bangkok Dusit Medical Service Pcl (Foreign Registered) (c)      101,519    
  216,000     Kasikornbank Pcl NVDR (c)      367,850    
  32,000     PTT Exploration & Production Pcl (Foreign Registered) (c)      425,779    
      895,148    

 

See accompanying notes to the financial statements.

19



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Turkey — 0.2%  
  104,598     Akbank TAS     1,058,832    
  61,700     Haci Omer Sabanci Holding     482,974    
  21,311     Tupras-Turkiye Petrol Rafineriler AS     406,335    
      1,948,141    
    United Kingdom — 19.8%  
  76,090     Admiral Group Plc     753,782    
  531,876     Aggreko Plc     2,768,850    
  877,008     AMEC     6,097,904    
  239,547     Amlin     1,087,114    
  357,151     Arriva Plc     3,773,907    
  152,371     Autonomy Corp Plc *      1,282,327    
  87,406     AWG Plc     1,696,458    
  136,618     Balfour Beatty Plc     895,996    
  809,905     Barratt Developments Plc     14,672,092    
  642,724     BBA Group Plc     3,017,830    
  65,198     Bellway Plc     1,339,486    
  415,429     Berkeley Group Holdings Plc *      8,115,504    
  313,657     Bradford & Bingley Plc     2,572,779    
  637,056     Brit Insurance Holdings Plc     1,195,459    
  128,113     British Energy Group Plc *      1,385,799    
  265,776     Bunzl Plc     2,978,257    
  59,207     Burren Energy Plc     1,031,301    
  746,092     Cable & Wireless Plc     1,393,787    
  77,717     Charter Plc *      904,560    
  1,865,353     Cobham Group Plc     5,556,210    
  146,493     Collins Stewart Tullett Plc     1,782,683    
  262,909     Computacenter Plc     1,307,782    
  153,406     Countrywide Plc     1,345,474    
  88,398     Crest Nicholson Plc     731,382    
  168,782     Croda International Plc     1,455,818    
  160,708     CSR Plc *      2,550,330    
  81,267     Dana Petroleum (Ordinary Shares) *      1,356,139    
  160,706     De la Rue (Ordinary Shares)     1,567,023    

 

See accompanying notes to the financial statements.

20



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United Kingdom — continued  
  1,218,469     DSG International Plc     3,674,261    
  534,000     First Choice Holidays Plc     2,113,265    
  148,936     Firstgroup Plc     1,095,337    
  509,524     GKN Plc     3,035,553    
  21,077     Go-Ahead Group Plc     649,033    
  187,243     Gyrus Group Plc *      1,331,376    
  171,821     Helphire Group Plc     1,144,774    
  175,819     Hiscox Plc     770,671    
  296,886     HMV Group Plc     963,316    
  52,449     Homeserve Plc     1,441,616    
  370,153     ICAP Plc     2,883,931    
  454,409     IMI Plc     4,165,773    
  82,443     Inchcape Plc     3,480,552    
  3,870,819     Invensys Plc *      1,425,859    
  21,513     Investec Plc     1,102,954    
  102,577     Johnson Matthey Plc     2,571,186    
  67,733     Kelda Group Plc     945,898    
  118,454     London Stock Exchange     1,775,045    
  68,283     Lonmin Plc     2,716,202    
  111,619     Luminar Plc     952,875    
  278,146     Michael Page International Plc     1,517,112    
  295,269     Mitchells & Butlers Plc     2,049,869    
  35,490     Morgan Sindall Plc     731,678    
  96,082     National Express Group Plc     1,496,427    
  1,619,767     Northern Foods Plc     3,911,526    
  381,867     Northgate Info Solutions Plc *      556,162    
  432,613     Paragon Group Cos Plc     5,186,791    
  17,269     Persimmon Plc     422,752    
  371,548     Rank Group Plc     1,695,547    
  84,604     Rotork Plc     1,083,304    
  1,717,986     Royal & Sun Alliance Insurance Group     3,917,274    
  59,124     Schroders Plc     1,192,077    
  46,286     Schroders Plc (New shares) (Non Voting)     870,189    
  875,994     Signet Group Plc     1,583,908    

 

See accompanying notes to the financial statements.

21



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United Kingdom — continued  
  656,115     Smith WH Plc     4,694,716    
  108,200     Tate & Lyle Plc     1,134,567    
  1,943,087     Taylor Woodrow Plc     14,161,773    
  235,124     TDG Plc     923,309    
  1,567,248     THUS Group Plc *      425,837    
  550,197     Tomkins Plc     3,212,048    
  164,765     Travis Perkins Plc     4,287,498    
  599,042     Tullow Oil Plc     3,132,059    
  69,704     Vedanta Resources Plc     1,202,797    
  193,893     Venture Production (Ordinary Shares) *      2,035,647    
  113,349     Victrex Plc     1,435,898    
  173,253     Wilson Bowden Plc     4,531,499    
  1,355,403     Wimpey (George) Plc     13,140,987    
  104,934     Wolfson Microelectronics Plc *      664,198    
  282,429     Wood Group (John) Plc     1,175,654    
      195,228,613    
    TOTAL COMMON STOCKS (COST $699,271,092)     942,106,996    
    PREFERRED STOCKS — 2.8%  
    Brazil — 0.8%  
  61,260     Banco Itau Holding Financeira SA 2.79%     1,981,899    
  2,274,000     Companhia de Bebidas das Americas 3.03%     964,857    
  19,643,200     Companhia Energetica de Minas Gerais 4.11%     1,008,292    
  23,956,000     Electrobras (Centro) SA Class B 8.09%     526,276    
  14,200     Empresa Brasileira de Aeronautica SA ADR 2.72%     564,450    
  19,100     Gerdau Metalurgica SA 4.62     534,908    
  305,803     Investimentos Itau SA 4.28%     1,332,083    
  32,800     Tele Norte Leste Participacs SA 7.11%     625,571    
      7,538,336    

 

See accompanying notes to the financial statements.

22



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Germany — 1.5%  
  52,578     Fresenius Medical Care AG (Non Voting) 0.92%     8,437,161    
  153,847     Hugo Boss AG 2.89% (a)      6,098,322    
      14,535,483    
    Italy — 0.5%  
  46,119     Compagnia Assicuratrice Unipol 5.02%     120,755    
  242,278     IFI Istituto Finanziario Industries *      4,547,060    
      4,667,815    
    Russia — 0.0%  
  250     Transneft 0.48%     618,750    
    South Korea — 0.0%  
  6,100     Hyundai Motor Co 2.48%     327,552    
  3,960     LG Electronics Inc 2.84%     202,099    
      529,651    
    TOTAL PREFERRED STOCKS (COST $13,365,244)     27,890,035    
    MUTUAL FUNDS — 0.2%  
    Canada — 0.2%  
  24,000     Energy Savings Income Fund     400,194    
  56,900     Keyera Facilities Income Fund     1,185,615    
  22,500     Petrofund Energy Trust     456,157    
      2,041,966    
    TOTAL MUTUAL FUNDS (COST $1,772,808)     2,041,966    

 

See accompanying notes to the financial statements.

23



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    RIGHTS AND WARRANTS — 0.0%  
    Hong Kong — 0.0%  
  307,764     Global Bio-Chem Technology Group Ltd Warrants, Expire 5/31/07 *      2,380    
    TOTAL RIGHTS AND WARRANTS (COST $0)     2,380    
    SHORT-TERM INVESTMENT(S) — 14.6%  
  133,661,574     The Boston Global Investment Trust (d)      133,661,574    
  6,600,000     Branch Bank & Trust Time Deposit, 4.52%, due 03/01/06     6,600,000    
  4,000,000     U.S. Treasury Bill, 4.64%, due 08/24/06 (e) (f)      3,912,048    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $144,173,183)     144,173,622    
    TOTAL INVESTMENTS — 113.1%
(Cost $858,582,327)
    1,116,214,999    

 

Other Assets and Liabilities (net) — (13.1%)     (129,613,033 )  
TOTAL NET ASSETS — 100.0%   $ 986,601,966    

 

See accompanying notes to the financial statements.

24



GMO International Small Companies Fund

(A Series of GMO Trust)

Schedule of Investments – (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Forward currency contracts

Settlement Date   Deliver/Receive   Units of Currency   Value   Net Unrealized
Appreciation
(Depreciation)
 
Buys  
5/26/06   CAD     49,662,041     $ 43,800,202     $ 625,421    
5/26/06   CHF     88,125,525       67,763,280       (17,783 )  
5/26/06   EUR     5,019,001       6,013,926       13,926    
5/26/06   JPY     5,730,880,918       50,071,879       1,084,734    
5/26/06   NOK     252,809,005       37,668,828       95,839    
5/26/06   NZD     1,568,756       1,032,469       (5,067 )  
5/26/06   SEK     233,960,957       29,759,525       (156,078 )  
5/26/06   SGD     10,201,092       6,306,736       42,641    
    $ 1,683,633    
Sales  
5/26/06   AUD     34,452,957     $ 25,536,704     $ (187,276 )  
5/26/06   CAD     3,876,240       3,418,709       (35,173 )  
5/26/06   CHF     4,267,069       3,281,122       47,042    
5/26/06   DKK     9,084,600       1,458,528       1,713    
5/26/06   EUR     65,504,056       78,489,034       (80,117 )  
5/26/06   GBP     42,772,535       75,085,938       (622,930 )  
5/26/06   HKD     72,097,590       9,305,817       (196 )  
5/26/06   JPY     3,150,371,850       27,525,443       (569,992 )  
5/26/06   SEK     25,379,460       3,228,234       81,943    
    $ (1,364,986 )  

 

See accompanying notes to the financial statements.

25



GMO International Small Companies Fund

(A Series of GMO Trust)

Schedule of Investments – (Continued)
February 28, 2006

Futures Contracts

Number of Contracts   Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys  
  75     CAC 40   March 2006   $ 4,473,504     $ 36,456    
  85     DAX   March 2006     14,702,765       771,492    
  66     S&P/MIB   March 2006     14,836,030       1,040,483    
  61     TOPIX   March 2006     8,737,247       89,586    
    $ 1,938,017    
Sales  
  252     FTSE 100   March 2006   $ 25,481,004     $ (121,615 )  
  115     SPI 200   March 2006     10,511,201       (298,271 )  
    $ (419,886 )  

 

As of February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

ADR - American Depositary Receipt  
Foreign Registered - Shares issued to foreign investors in markets that have foreign ownership limits.  
GDR - Global Depository Receipt  
NVDR - Non-Voting Depository Receipt  

 

*  Non-income producing security.

(a)  All or a portion of this security is out on loan (Note 2).

(b)  Bankrupt issuer.

(c)  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees of GMO Trust (Note 2).

(d)  All or a portion of this security represents investment of security lending collateral (Note 2).

(e)  Rate shown represents yield-to-maturity.

(f)  All or a portion of this security has been segregated to cover margin requirements on open financial futures contracts (Note 2).

As of February 28, 2006, 90.8% of the Net Assets of the Fund was valued using fair value prices based on tools by a third party vendor.

See accompanying notes to the financial statements.

26



GMO International Small Companies Fund

(A Series of GMO Trust)

Schedule of Investments – (Continued)
February 28, 2006

Currency Abbreviations:

AUD - Australian Dollar   HKD - Hong Kong Dollar  
CAD - Canadian Dollar   JPY - Japanese Yen  
CHF - Swiss Franc   NOK - Norwegian Krone  
DKK - Danish Krone   NZD - New Zealand Dollar  
EUR - Euro   SEK - Swedish Krona  
GBP - British Pound   SGD - Singapore Dollar  

 

See accompanying notes to the financial statements.

27




GMO International Small Companies Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value, including securities on loan of $122,109,730
(cost $858,582,327) (Note 2)
  $ 1,116,214,999    
Cash     32,208    
Foreign currency, at value (cost $3,138,623) (Note 2)     3,166,585    
Receivable for investments sold     17,077    
Receivable for Fund shares sold     163,996    
Dividends and interest receivable     1,346,824    
Unrealized appreciation on open forward currency contracts (Note 2)     1,993,259    
Receivable for expenses reimbursed by Manager (Note 3)     92,007    
Total assets     1,123,026,955    
Liabilities:  
Collateral on securities loaned (Note 2)     133,661,574    
Payable to affiliate for (Note 3):  
Management fee     466,754    
Shareholder service fee     116,688    
Trustees and Chief Compliance Officer fees     1,372    
Unrealized depreciation on open forward currency contracts (Note 2)     1,674,612    
Payable for variation margin on open futures contracts (Note 2)     156,442    
Accrued expenses     347,547    
Total liabilities     136,424,989    
Net assets   $ 986,601,966    
Net assets consist of:  
Paid-in capital   $ 611,944,791    
Distributions in excess of net investment income     (4,700,433 )  
Accumulated net realized gain     119,851,285    
Net unrealized appreciation     259,506,323    
    $ 986,601,966    
Net assets attributable to:  
Class III shares   $ 986,601,966    
Shares outstanding:  
Class III     66,073,631    
Net asset value per share:  
Class III   $ 14.93    

 

See accompanying notes to the financial statements.

28



GMO International Small Companies Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends (net of withholding taxes of $2,667,160)   $ 28,595,640    
Interest (including securities lending income of $1,939,995)     3,122,596    
Total investment income     31,718,236    
Expenses:  
Management fee (Note 3)     6,890,335    
Shareholder service fee – Class III (Note 3)     1,722,584    
Custodian and fund accounting agent fees     1,131,659    
Transfer agent fees     29,839    
Audit and tax fees     77,082    
Legal fees     20,859    
Trustees fees and related expenses (Note 3)     23,811    
Registration fees     2,730    
Miscellaneous     30,450    
Total expenses     9,929,349    
Fees and expenses reimbursed by Manager (Note 3)     (1,272,556 )  
Net expenses     8,656,793    
Net investment income (loss)     23,061,443    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments (net of CPMF tax of $11,701) (Note 2)     399,552,612    
Closed futures contracts     6,800,699    
Foreign currency, forward contracts and foreign currency related transactions     (5,110,017 )  
Net realized gain (loss)     401,243,294    
Change in net unrealized appreciation (depreciation) on:  
Investments     (182,228,215 )  
Open futures contracts     (474,064 )  
Foreign currency, forward contracts and foreign currency related transactions     (997,100 )  
Net unrealized gain (loss)     (183,699,379 )  
Net realized and unrealized gain (loss)     217,543,915    
Net increase (decrease) in net assets resulting from operations   $ 240,605,358    

 

See accompanying notes to the financial statements.

29



GMO International Small Companies Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 23,061,443     $ 28,790,114    
Net realized gain (loss)     401,243,294       265,953,227    
Change in net unrealized appreciation (depreciation)     (183,699,379 )     30,605,592    
Net increase (decrease) in net assets from operations     240,605,358       325,348,933    
Distributions to shareholders from:  
Net investment income  
Class III     (24,571,287 )     (44,309,416 )  
Net realized gains  
Class III     (364,443,342 )     (219,556,744 )  
      (389,014,629 )     (263,866,160 )  
Net share transactions (Note 7):  
Class III     (386,907,384 )     (144,200,631 )  
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     4,695,237       7,477,157    
Total increase (decrease) in net assets resulting from net
share transactions and net purchase premiums
and redemption fees
    (382,212,147 )     (136,723,474 )  
Total increase (decrease) in net assets     (530,621,418 )     (75,240,701 )  
Net assets:  
Beginning of period     1,517,223,384       1,592,464,085    
End of period (including distributions in excess of net
investment income of $4,700,433 and $12,831,294,
respectively)
  $ 986,601,966     $ 1,517,223,384    

 

See accompanying notes to the financial statements.

30




GMO International Small Companies Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 17.84     $ 17.09     $ 9.50     $ 10.44     $ 11.68    
Income (loss) from investment operations:  
Net investment income (loss)     0.34       0.30       0.20       0.15       0.22    
Net realized and unrealized gain (loss)     3.44       3.56       7.94       (0.80 )     (1.11 )  
Total from investment operations     3.78       3.86       8.14       (0.65 )     (0.89 )  
Less distributions to shareholders:  
From net investment income     (0.44 )     (0.54 )     (0.20 )     (0.29 )     (0.35 )  
From net realized gains     (6.25 )     (2.57 )     (0.35 )           (0.00 )(a)   
Total distributions     (6.69 )     (3.11 )     (0.55 )     (0.29 )     (0.35 )  
Net asset value, end of period   $ 14.93     $ 17.84     $ 17.09     $ 9.50     $ 10.44    
Total Return(b)      25.77 %     24.45 %     86.62 %     (6.30 )%     (7.57 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 986,602     $ 1,517,223     $ 1,592,464     $ 536,648     $ 253,612    
Net expenses to average daily net assets     0.75 %     0.75 %     0.75 %     0.75 %     0.75 %  
Net investment income to average daily
net assets
    2.01 %     1.75 %     1.60 %     1.65 %     2.02 %  
Portfolio turnover rate     49 %     53 %     46 %     44 %     34 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.11 %     0.11 %     0.13 %     0.17 %     0.22 %  
Purchase premiums and redemption fees
consisted of the following per
share amounts: 
  $ 0.07     $ 0.08     $ 0.04     $ 0.06     $ 0.05    

 

(a)  The distribution from net realized gains was less than $0.01 per share.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

31




GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO International Small Companies Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return through investment in equity securities of non-U.S. issuers. The Fund's benchmark is the S&P/Citigroup Extended Market Index ("EMI") World ex-U.S. Index.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. For other assets, and in cases where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's investments will be valued at "fair value", as determined in good faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after the close but before the close of the NYSE. As a result, foreign equity securities held by the Fund are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

32



GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. The value of the currencies the Fund has committed to buy or sell is shown in the Schedule of Investments and represents the currency exposure the Fund has acquired or hedged through forward currency contracts as of February 28, 2006.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with the futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the

33



GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. As of February 28, 2006, the Fund did not enter into any purchased option contracts.

34



GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the price of the security or index underlying these transactions. As of February 28, 2006, the Fund did not enter into any swap agreements.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail

35



GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. As of February 28, 2006, the Fund had loaned securities having a market value of $122,109,730, collateralized by cash in the amount of $133,661,574, which was invested in short-term instruments.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary. Taxes on foreign interest and dividend income are generally withheld in accordance with the applicable country's tax treaty with the United States.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Dividends received by shareholders of the Fund which are derived from foreign source income and foreign taxes paid by the Fund may be treated, to the extent allowable under the Code, as if received and paid by the shareholders of the Fund.

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests. The Fund is subject to a Contribuição Provisória sobre Movimentações Financiera ("CPMF") tax which is applied to foreign exchange transactions representing capital inflows or outflows to/from the Brazilian market. The CPMF tax has been included in the net realized gain (loss) on investments throughout the period. During the year ended February 28, 2006, the Fund incurred $11,701 in CPMF tax which is included in net realized gain (loss) in the Statement of Operations.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $60,424,505 and $105,921,114, respectively and long-term capital gains – $328,590,124 and $157,945,046, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $31,984,898 and $91,719,713 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to passive foreign investment company transactions and losses on wash sale transactions.

36



GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 866,739,100     $ 270,593,847     $ (21,117,948 )   $ 249,475,899    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to passive foreign investment company transactions and redemption in-kind transactions. Net gains resulting from in-kind transactions were $6,787,837. The financial highlights exclude these adjustments.

Distributions
In Excess of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 9,640,705     $ (16,254,618 )   $ 6,613,913    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

Purchases and redemptions of Fund shares

As of the date of this report, the premium on cash purchases and fee on cash redemptions of Fund shares were each 0.60% of the amount invested or redeemed. If the Manager determines that any portion of a cash

37



GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. For the years ended February 28, 2006 and February 28, 2005, the Fund received $140,159 and $2,413,955 in purchase premiums and $4,555,078 and $5,063,202 in redemption fees, respectively. There is no premium for reinvested distributions or in-kind transactions.

Investment risks

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

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.60% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for Class III shares.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.60% of the average daily net assets.

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $12,711 and $7,029, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $546,070,996 and $1,247,188,184, respectively.

38



GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholder and related parties

As of February 28, 2006, 14.1% of the outstanding shares of the Fund were held by one shareholder. Investment activities of this shareholder may have a material effect on the Fund.

As of February 28, 2006, 1.7% of the Fund's shares were held by fourteen related parties comprised of certain GMO employee accounts, and 18.1% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     2,353,389     $ 39,930,302       35,119,471     $ 600,052,388    
Shares issued to shareholders
in reinvestment of distributions
    26,493,616       380,866,673       14,064,629       234,243,805    
Shares repurchased     (47,804,290 )     (807,704,359 )     (57,321,117 )     (978,496,824 )  
Purchase premiums and
redemption fees
          4,695,237             7,477,157    
Net increase (decrease)     (18,957,285 )   $ (382,212,147 )     (8,137,017 )   $ (136,723,474 )  

 

39




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO International Small Companies Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO International Small Companies Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

40



GMO International Small Companies Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
  1 ) Actual     0.75 %   $ 1,000.00     $ 1,187.80     $ 4.07    
2) Hypothetical     0.75 %   $ 1,000.00     $ 1,021.08     $ 3.76    

 

*  Expenses are calculated using the Class's annualized net expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

41



GMO International Small Companies Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

During the year ended February 28, 2006, the Fund paid foreign taxes of $2,667,160 and recognized foreign source income of $31,262,781.

The Fund's distributions to shareholders include $328,590,124 from long-term capital gains.

For taxable, non-corporate shareholders, 39.52% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006, of $1,432,506 and $29,033,658, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

42



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

43



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation
(a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.
 

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

44



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

45



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

46




GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.




GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Fixed Income Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO World Opportunity Overlay Fund returned +0.2% for the fiscal year ended February 28, 2006, as compared to +3.7% for the JPMorgan U.S. 3-Month Cash Index.

The Fund underperformed the benchmark during the fiscal year by 3.5%. The Fund is comprised of overlay strategies involving investments in derivative instruments (largely interest-rate swaps and exchange-traded futures). These derivative instruments are backed by a collateral pool consisting of investment-grade, short-duration fixed income instruments and mostly asset-backed securities. During the time period, the overlay strategies detracted 3.3%. In total, cash management detracted 0.2%.

The Fund's duration at fiscal year-end was 0.1 years.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Investments Concentration Summary

February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Debt Obligation(s)     97.7 %  
Short-Term Investment(s)     2.0    
Mutual Funds     1.8    
Written Options     0.2    
Put Options Purchased     0.0    
Call Options Purchased     0.0    
Forward Currency Contracts     0.0    
Futures     (0.2 )  
Swaps     (0.5 )  
Other     (1.0 )  
      100.0 %  

 

1




GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

 Par Value ($)   Description   Value ($)  
    DEBT OBLIGATION(S) — 97.7%  
    Asset-Backed Securities — 92.3%  
    Auto Financing — 9.9%  
  7,000,000     ARG Funding Corp., Series 05-2A, Class A3, 144A,
Variable Rate, 1 mo. LIBOR + .14%, 4.71%, due 05/20/10
    7,024,066    
  4,000,000     Daimler Chrysler Auto Trust, Series 06-A, Class A1,
144A, 4.79%, due 03/08/07
    4,000,000    
  7,000,000     Daimler Chrysler Master Owner Trust, Series 04-A, Class A,
Variable Rate, 1 mo. LIBOR + .03%, 4.60%, due 01/15/09
    6,994,400    
  5,750,000     Daimler Chrysler Master Owner Trust, Series 04-B, Class A,
Variable Rate, 1 mo. LIBOR + .01%, 4.58%, due 08/17/09
    5,753,594    
  6,300,000     Ford Credit Auto Owner Trust, Series 06-A, Class A2B,
Variable Rate, 1 mo. LIBOR + .01%, 4.58%, due 09/15/08
    6,278,344    
  10,000,000     Ford Credit Floorplan Master Owner Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .15%, 4.72%, due 05/15/10
    9,989,402    
  3,482,950     Franklin Auto Trust, Series 05-1, Class A1, 4.50%, due 12/20/06     3,480,512    
  4,000,000     GE Dealer Floorplan Master Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .04%, 4.61%, due 04/20/10
    4,000,640    
  101,832     Honda Auto Receivables Owner Trust, Series 05-3, Class A1,
3.42%, due 06/19/06
    101,679    
  1,506,219     Honda Auto Receivables Owner Trust, Series 05-6, Class A1,
4.51%, due 12/18/06
    1,505,089    
  7,000,000     Nissan Master Owner Trust Receivables, Series 03-A, Class A1,
Variable Rate, 1 mo. LIBOR + .06%, 4.63%, due 09/15/08
    6,995,800    
  8,000,000     Nissan Master Owner Trust Receivables, Series 05-A, Class A,
Variable Rate, 1 mo. LIBOR + .03%, 4.60%, due 07/15/10
    8,000,000    
  10,000,000     Superior Wholesale Inventory Financing Trust, Series 04-A10, Class A,
Variable Rate, 1 mo. LIBOR + .10%, 4.67%, due 09/15/11
    9,931,000    
  8,000,000     Superior Wholesale Inventory Financing Trust, Series 05, Class A,
Variable Rate, 1 mo. LIBOR +.18%, 4.75%, due 06/15/10
    7,979,200    
  8,000,000     Truck Retail Installment Paper Corp., Series 05-1A, Class A, 144A,
Variable Rate, 1 mo. LIBOR +.27%, 4.84%, due 12/15/16
    7,993,760    
  5,000,000     Wheels SPV, Llc, Series 05-B, Class A1, Variable Rate, 1 mo.
LIBOR + .08%, 4.65%, due 06/10/10
    4,998,700    
  73,785     World Omni Auto Receivables Trust, Series 05-B, Class A1,
3.83%, due 08/21/06
    773,477    

 

See accompanying notes to the financial statements.

2



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Par Value ($)   Description   Value ($)  
    Auto Financing — continued  
  4,000,000     World Omni Auto Receivables Trust, Series 06-A, Class A1,
4.85%, due 03/15/07
    4,000,000    
      99,799,663    
    Business Loans — 6.7%  
  4,387,845     Bayview Commercial Asset Trust, Series 04-3, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .37%, 4.95%, due 01/25/35
    4,389,601    
  5,961,696     Bayview Commercial Asset Trust, Series 05-4A, Class A2,
Variable Rate, 1 mo. LIBOR + .39%, 4.97%, due 01/25/36
    5,958,118    
  1,550,751     Capitalsource Commercial Loan Trust, Series 05-1A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .09%, 4.66%, due 03/22/10
    1,549,511    
  9,000,000     CNH Wholesale Master Note Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .11%, 4.68%, due 06/15/11
    9,000,000    
  7,464,270     GE Business Loan Trust, Series 05-1A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .07%, 4.64%, due 06/15/14
    7,459,773    
  2,984,036     GE Business Loan Trust, Series 05-2A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .24%, 4.81%, due 11/15/33
    2,987,766    
  77,112     GE Commercial Equipment Financing Llc, Series 05-1, Class A1,
3.42%, due 06/20/06
    77,227    
  6,000,000     GE Commercial Equipment Financing Llc, Series 05-1, Class A3B,
Variable Rate, 1 mo. LIBOR + .01%, 4.58%, due 03/20/09
    6,000,720    
  5,070,241     Lehman Brothers Small Balance Commercial, Series 05-1, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .25%, 4.83%, due 02/25/30
    5,070,241    
  3,432,121     Lehman Brothers Small Balance Commercial, Series 05-2, Class 1A, 144A,
Variable Rate, 1 mo. LIBOR + .25%, 4.83%, due 09/25/30
    3,433,193    
  3,069,223     Marlin Leasing Receivables Llc, Series 05-1A, Class A1, 144A,
4.05%, due 08/15/06
    3,065,632    
  5,000,000     Navistar Financial Dealer Note Master Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .11%, 4.69%, due 02/25/13
    4,996,000    
  14,000,000     Textron Financial Floorplan Master Note, Series 05-1A, Class A, 144A,
Variable Rate, 1 mo. LIBOR +.12%, 4.69%, due 05/13/10
    14,000,000    
      67,987,782    
    CMBS — 2.4%  
  5,898,283     Bear Stearns Commercial Mortgage Securities, Inc., Series 05-PW10,
Class A1, 5.09%, due 12/11/40
    5,885,380    

 

See accompanying notes to the financial statements.

3



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Par Value ($)   Description   Value ($)  
    CMBS — continued  
  7,000,000     Citigroup/Deutsche Bank Commercial Mortgage, Series 05-CD1, Class A2FL,
Variable Rate, 1 mo. LIBOR + .12%, 4.69%, due 07/15/44
    6,994,400    
  7,000,000     GE Capital Commercial Mortgage Corp, Series 05-C4, Class A2,
5.31%, due 11/10/45
    7,005,469    
  4,123,638     Greenwich Capital Commercial Funding Corp., Series 05-FL3A, Class A2,
144A, Variable Rate, 1 mo. LIBOR + .20%, 4.86%, due 10/05/20
    4,124,926    
      24,010,175    
    CMBS Collateralized Debt Obligations — 0.7%  
  7,000,000     Guggenheim Structured Real Estate Funding, Series 05-2A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .32%, 4.90%, due 08/26/30
    7,000,000    
    Credit Cards — 18.4%  
  10,000,000     Advanta Business Card Master Trust, Series 03-B, Class A,
Variable Rate, 1 mo. LIBOR + .35%,, 4.92%, due 12/22/08
    10,010,500    
  6,500,000     Advanta Business Card Master Trust, Series 05-A1, Class A1,
Variable Rate, 1 mo. LIBOR + .07%, 4.64%, due 04/20/11
    6,502,080    
  2,000,000     Advanta Business Card Master Trust, Series 05-A5, Class A5,
Variable Rate, 1 mo. LIBOR + .06%, 4.63%, due 04/20/12
    1,999,400    
  7,000,000     American Express Credit Account Master Trust, Series 01-7, Class A,
Variable Rate, 1 mo. LIBOR + .12%, 4.69%, due 02/16/09
    7,003,641    
  5,000,000     American Express Credit Account Master Trust, Series 05-3, Class A,
Variable Rate, 1 mo. LIBOR, 4.57%, due 06/16/08
    4,995,500    
  10,000,000     American Express Credit Account Master Trust, Series 05-5, Class A,
Variable Rate, 1 mo. LIBOR + .04%, 4.61%, due 02/15/13
    10,001,600    
  6,000,000     Arran, Series 2005-A, Class A, Variable Rate, 1 mo. LIBOR + .02%,
4.59%, due 12/15/10
    5,999,400    
  5,760,000     Bank One Issuance Trust Series, Series 03-A6, Class A6,
Variable Rate, 1 mo. LIBOR + .11%, 4.68%, due 02/15/11
    5,775,972    
  1,000,000     Bank One Issuance Trust, Series 03-A10, Class A10,
Variable Rate, 1 mo. LIBOR + .11%, 4.68%, due 06/15/11
    1,001,400    
  3,000,000     Bank One Issuance Trust, Series 03-A3, Class A3,
Variable Rate, 1 mo. LIBOR + .11%, 4.68%, due 12/15/10
    3,004,200    
  5,530,000     Capital One Mulit-Asset Execution Trust, Series 03-A3, Class A3,
Variable Rate, 1 mo. LIBOR + .25%, 4.82%, due 05/16/11
    5,560,242    

 

See accompanying notes to the financial statements.

4



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Par Value ($)   Description   Value ($)  
    Credit Cards — continued  
  5,000,000     Capital One Multi-Asset Execution Trust, Series 04-A7, Class A7,
Variable Rate, 3 mo. LIBOR + .15%, 4.90%, due 06/16/14
    5,022,650    
  7,875,000     Chase Credit Card Master Trust, Series 03-3, Class A,
Variable Rate, 1 mo. LIBOR +.11%, 4.68%, due 10/15/10
    7,892,167    
  4,000,000     Citibank Credit Card Issuance Trust, Series 01-A1, Class A1,
Variable Rate, 3 mo. LIBOR + .17%, 4.88%, due 02/07/10
    4,010,975    
  7,400,000     Citibank Credit Card Issuance Trust, Series 03-A4, Class A4,
Variable Rate, 3 mo. LIBOR + .07%, 4.57%, due 03/20/09
    7,406,359    
  9,750,000     Discover Card Master Trust I, Series 03-2, Class A,
Variable Rate, 1 mo. LIBOR + .13%, 4.70%, due 08/15/10
    9,774,375    
  10,000,000     Discover Card Master Trust I, Series 04-2, Class A2,
Variable Rate, 1 mo. LIBOR + .07%, 4.64%, due 05/15/12
    10,011,300    
  4,000,000     Discover Card Master Trust I, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .01%, 4.58%, due 09/16/10
    4,001,094    
  7,500,000     First USA Credit Card Master Trust, Series 97-8, Class A,
Variable Rate, 1 mo. LIBOR + .15%, 4.72%, due 05/17/10
    7,516,992    
  7,000,000     GE Capital Credit Card Master Note Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .04%, 4.61%, due 03/15/13
    7,004,375    
  7,000,000     Gracechurch Card Funding Plc, Series 3, Class A,
Variable Rate, 1 mo. LIBOR + .11%, 4.68%, due 03/15/10
    7,013,160    
  5,000,000     Gracechurch Card Funding Plc, Series 4, Class A,
Variable Rate, 1 mo. LIBOR + .05%, 4.62%, due 06/15/08
    5,000,700    
  7,000,000     Gracechurch Card Funding Plc, Series 8, Class A,
Variable Rate, 1 mo. LIBOR + .01%, 4.58%, due 06/15/10
    6,999,978    
  5,500,000     Household Private Label Credit Card Master Note Trust I, Series 02-2, Class A,
Variable Rate, 1 mo. LIBOR + .17%, 4.74%, due 01/18/11
    5,504,950    
  5,000,000     MBNA Credit Card Master Note Trust, Series 05-A5, Class A5,
Variable Rate, 1 mo. LIBOR, 4.57%, due 12/15/10
    5,000,000    
  7,500,000     MBNA Master Credit Card Trust, Series 04-A8, Class A8,
Variable Rate, 1 mo. LIBOR + .15%, 4.72%, due 01/15/14
    7,529,144    
  7,000,000     Pillar Funding Plc, Series 04-2, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .14%, 4.63%, due 09/15/11
    7,010,565    
  4,400,000     World Financial Network Credit Card Master Trust, Series 04-A, Class A,
Variable Rate, 1 mo. LIBOR + .18%, 4.75%, due 03/15/13
    4,409,238    
  7,000,000     World Financial Network Credit Card Master Trust, Series 04-A, Class B,
Variable Rate, 1 mo. LIBOR + .10%, 4.67%, due 07/15/10
    6,998,460    
  6,640,000     World Financial Network Credit Card Master Trust, Series 2003-A, Class A2,
Variable Rate, 1 mo. LIBOR + .37%, 4.94%, due 05/15/12
    6,684,612    
      186,645,029    

 

See accompanying notes to the financial statements.

5



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Par Value ($)   Description   Value ($)  
    Emerging Markets Collateralized Debt Obligations — 0.4%  
  4,000,000     Santiago CDO Ltd., Series 05-1A, Class A, 144A,
Variable Rate, 6 mo. LIBOR + .40%, 4.75%, due 04/18/17
    4,006,400    
    Equipment Leases — 0.9%  
  7,000,000     CNH Equipment Trust, Series 05-A, Class A4A,
Variable Rate, 1 mo. LIBOR + .04%, 4.61%, due 06/15/12
    7,001,050    
  1,851,867     GE Equipment Small Ticket Llc, Series 05-2A, Class A1, 144A,
4.56%, due 12/22/06
    1,850,571    
      8,851,621    
    Insurance Premiums — 1.0%  
  7,000,000     AICCO Premium Finance Master Trust, Series 04-1A, Class A,
Variable Rate, 1 mo. LIBOR + .18%, 4.75%, due 11/17/08
    7,009,023    
  3,000,000     AICCO Premium Finance Master Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .08%, 4.65%, due 04/15/10
    2,998,200    
      10,007,223    
    Insured Auto Financing — 3.4%  
  5,000,000     Aesop Funding II Llc, Series 05-1A, Class A3, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + .12%, 4.69%, due 04/20/10
    4,967,500    
  7,000,000     Aesop Funding II Llc, Series 06-1, Class A1, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + .22%, 4.75%, due 03/20/12
    6,997,550    
  6,000,000     AmeriCredit Automobile Receivables Trust, Series 05-BM, Class A4, MBIA,
Variable Rate, 1 mo. LIBOR +.08%, 4.65%, due 05/06/12
    6,004,687    
  260,878     AmeriCredit Automobile Receivables Trust, Series 05-CF, Class A1, FSA,
3.84%, due 09/06/06
    260,860    
  7,000,000     Capital One Auto Finance Trust, Series 05-A, Class A4, AMBAC,
Variable Rate, 1 mo. LIBOR + .05%, 4.62%, due 12/15/11
    6,995,310    
  2,000,000     Hertz Vehicle Financing Llc, Series 05-2A, Class A5, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .25%, 4.83%, due 11/25/11
    2,001,641    
  7,000,000     Rental Car Finance Corp., Series 04-1A, Class A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .20%, 4.78%, due 06/25/09
    7,011,340    
      34,238,888    

 

See accompanying notes to the financial statements.

6



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Par Value ($)   Description   Value ($)  
    Insured Credit Cards — 0.7%  
  7,000,000     Cabela's Master Credit Card Trust, Series 04-2A, Class A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .12%, 4.69%, due 03/15/11
    7,014,210    
    Insured Residential Mortgage-Backed Securities (United States) — 1.1%  
  8,000,000     GMAC Mortgage Corp. Loan Trust, Series 05-HE3, Class A1, AMBAC,
Variable Rate, 1 mo. LIBOR + .11%, 4.69%, due 02/25/36
    8,001,250    
  3,595,814     SBI Heloc Trust, Series 05-HE1, Class 1A, 144A, FSA,
Variable Rate, 1 mo. LIBOR + .19%, 4.77%, due 11/25/35
    3,595,814    
      11,597,064    
    Insured Time Share — 0.5%  
  5,185,991     Cendant Timeshare Receivables Funding Llc, Series 05-1A, Class A2, 144A,
FGIC, Variable Rate, 1 mo. LIBOR + .18%, 4.75%, due 05/20/17
    5,185,991    
    Investment Grade Corporate Collateralized Debt Obligations — 3.5%  
  2,000,000     Morgan Stanley ACES SPC, Series 04-12, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .60%, 5.31%, due 08/05/09
    2,003,825    
  5,000,000     Morgan Stanley ACES SPC, Series 04-15, Class II, 144A,
Variable Rate, 3 mo. LIBOR + .65%, 5.15%, due 12/20/09
    5,009,668    
  3,000,000     Morgan Stanley ACES SPC, Series 04-15, Class III, 144A,
Variable Rate, 3 mo. LIBOR + .75%, 5.25%, due 12/20/09
    2,993,400    
  6,000,000     Morgan Stanley ACES SPC, Series 04-16, Class I, 144A,
Variable Rate, 3 mo. LIBOR + .40%, 5.11%, due 08/05/09
    6,007,500    
  3,000,000     Morgan Stanley ACES SPC, Series 05-10, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .52%, 5.02%, due 03/20/10
    3,000,000    
  6,000,000     Morgan Stanley ACES SPC, Series 05-15, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .40%, 4.90%, due 12/20/10
    6,007,500    
  3,000,000     Morgan Stanley ACES SPC, Series 05-2A, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .45%, 4.95%, due 03/20/10
    3,000,000    
  7,000,000     Salisbury International Investments Ltd., Series E, MTN,
Variable Rate, 3 mo. LIBOR + .42%, 4.92%, due 06/22/10
    6,968,500    
      34,990,393    

 

See accompanying notes to the financial statements.

7



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Par Value ($)   Description   Value ($)  
    Other — 0.8%  
  2,000,000     Ensec Home Finance Pool Ltd., Series 05-R1A, 144A,
Variable Rate, 1 mo. LIBOR + .20%, 4.77%, due 05/15/14
    2,001,502    
  6,500,000     TIB Card Receivables Fund, 144A, FGIC,
Variable Rate, 4 mo. LIBOR + .25%, 4.79%, due 01/05/14
    6,496,100    
      8,497,602    
    Rate Reduction Bonds — 1.7%  
  5,000,000     Massachusetts RRB Special Purpose Trust, Series 05-1, Class A3,
4.13%, due 09/15/13
    4,835,320    
  5,000,000     PG&E Energy Recovery Funding Llc, Series 05-1, Class A4,
4.37%, due 06/25/14
    4,828,870    
  8,000,000     PSE&G Transition Funding Llc, Series 01-1, Class A4,
Variable Rate, 3 mo. LIBOR + .30%, 4.79%, due 06/15/11
    8,038,692    
      17,702,882    
    Residential Asset-Backed Securities (United States) — 23.8%  
  3,688,975     ACE Securities Corp, Series 05-SDI, Class A1,
Variable Rate, 1 mo. LIBOR + .40%, 4.98%, due 11/25/50
    3,693,328    
  7,000,000     ACE Securities Corp., Series 05-AG1, Class A2B,
Variable Rate, 1 mo. LIBOR + .21%, 4.79%, due 08/25/35
    7,001,050    
  1,534,000     ACE Securities Corp., Series 05-ASP1, Class A2C,
Variable Rate, 1 mo. LIBOR + .27%, 4.85%, due 09/25/35
    1,535,473    
  7,593,438     ACE Securities Corp., Series 06-SL1, Class A,
Variable Rate, 1 mo. LIBOR + .16%, 4.74%, due 09/25/35
    7,594,653    
  7,000,000     Aegis Asset Backed Securities Trust, Series 04-6, Class 1A2,
Variable Rate, 1 mo. LIBOR + .27%, 4.85%, due 03/25/25
    7,008,750    
  4,590,897     Aegis Asset Backed Securities Trust, Series 05-3, Class A1,
Variable Rate, 1 mo. LIBOR + .10%, 4.68%, due 08/25/35
    4,591,077    
  3,000,000     Aegis Asset Backed Securities Trust, Series 05-5 , Class 1A2,
Variable Rate, 1 mo. LIBOR + .18%, 4.76%, due 12/25/35
    3,004,230    
  7,000,000     Argent Securities, Inc., Series 06-W2, Class A2B,
Variable Rate, 1 mo. LIBOR + .19%, 4.77%, due 03/25/36
    7,000,000    
  6,500,000     Bayview Financial Acquisition Trust, Series 05-A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .50%, 5.11%, due 02/28/40
    6,513,203    
  933,303     Bear Stearns Asset Backed Securities Inc, Series 04-HE4, Class A1,
Variable Rate, 1 mo. LIBOR + .18%, 4.76%, due 06/25/31
    933,359    

 

See accompanying notes to the financial statements.

8



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Par Value ($)   Description   Value ($)  
    Residential Asset-Backed Securities (United States) — continued  
  1,000,000     Carrington Mortgage Loan Trust, Series 05-OPT2, Class A1B,
Variable Rate, 1 mo. LIBOR + .15%, 4.73%, due 05/25/35
    999,200    
  6,000,000     Carrington Mortgage Loan Trust, Series 05-OPT2, Class A1C,
Variable Rate, 1 mo. LIBOR + .23%, 4.81%, due 05/25/35
    5,995,200    
  56,643     Centex Home Equity, Series 04-C, Class AV3,
Variable Rate, 1 mo. LIBOR + .13%, 4.71%, due 11/25/28
    56,644    
  1,600,000     Centex Home Equity, Series 05-A, Class AV2,
Variable Rate, 1 mo. LIBOR + .20%, 4.78%, due 07/25/34
    1,600,000    
  1,200,000     Centex Home Equity, Series 05-A, Class AV3,
Variable Rate, 1 mo. LIBOR + .34%, 4.92%, due 01/25/35
    1,201,500    
  8,000,000     Centex Home Equity, Series 05-C, Class AV3,
Variable Rate, 1 mo. LIBOR + .23%, 4.81%, due 06/25/35
    8,010,000    
  1,120,735     Citifinancial Mortgage Securities, Inc., Series 04-1, Class AF1,
Variable Rate, 1 mo. LIBOR + .09%, 4.67%, due 04/25/34
    1,120,063    
  1,830,405     Citigroup Mortgage Loan Trust, Inc, Series 05-HE1, Class A3A,
Variable Rate, 1 mo. LIBOR + .09%, 4.67%, due 05/25/35
    1,829,307    
  4,737,621     Countrywide Asset-Backed Certificates, Series 04-14, Class A2,
Variable Rate, 1 mo. LIBOR + .27%, 4.85%, due 06/25/35
    4,740,599    
  1,401,030     Countrywide Asset-Backed Certificates, Series 05-4, Class AF1,
Variable Rate, 1 mo. LIBOR + .13%, 4.71%, due 10/25/35
    1,401,043    
  550,988     Finance America Mortgage Loan Trust, Series 04-1, Class 2A1,
Variable Rate, 1 mo. LIBOR + .17%, 4.75%, due 06/25/34
    551,005    
  9,000,000     First Franklin Mortgage Loan Asset Backed Certificates, Series 05-FFH2,
Class A2, 144A, Variable Rate, 1 mo. LIBOR + .25%, 4.83%, due 04/25/35
    9,005,625    
  6,000,000     Fremont Home Loan Trust, Series 05-B, Class 2A2,
Variable Rate, 1 mo. LIBOR + .20%, 4.78%, due 04/25/35
    5,997,123    
  9,000,000     Fremont Home Loan Trust, Series 05-C, Class 2A2,
Variable Rate, 1 mo. LIBOR + .16%, 4.74%, due 07/25/35
    9,002,812    
  7,000,000     GE-WMC Mortgage Securities, Series 05-2, Class A2B,
Variable Rate, 1 mo. LIBOR + .17%, 4.75%, due 12/25/35
    7,005,469    
  7,000,000     Greenpoint Mortgage Funding Trust, Series 05-HE1, Class A2,
Variable Rate, 1 mo. LIBOR + .10%, 4.68%, due 09/25/34
    7,000,000    
  3,000,000     GreenPoint Mortgage Funding Trust, Series 05-HE4, Class 2A3C,
Variable Rate, 1 mo. LIBOR + .25%, 4.83%, due 07/25/30
    3,002,813    
  10,500,000     GSAMP Trust, Series 05-HE3, Class A2B,
Variable Rate, 1 mo. LIBOR + 0.22%, 4.80%, due 06/25/35
    10,495,342    
  3,624,781     Household Home Equity Loan Trust, Series 05-2, Class A2,
Variable Rate, 1 mo. LIBOR + .31%, 4.88%, due 01/20/35
    3,631,577    

 

See accompanying notes to the financial statements.

9



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Par Value ($)   Description   Value ($)  
    Residential Asset-Backed Securities (United States) — continued  
  2,533,301     Household Home Equity Loan Trust, Series 05-3, Class A2,
Variable Rate, 1 mo. LIBOR + .29%, 4.86%, due 01/20/35
    2,536,764    
  302,643     Indy Mac Home Equity Loan Asset-Backed Trust, Series 04-C, Class 2A1,
Variable Rate, 1 mo. LIBOR + .16%, 4.74%, due 03/25/35
    302,646    
  2,100,000     Master Asset Backed Securities Trust, Series 05-FRE1, Class A4,
Variable Rate, 1 mo. LIBOR + .25%, 4.83%, due 10/25/35
    2,099,790    
  2,064,362     Master Asset Backed Securities Trust, Series 05-HE1, Class A1,
Variable Rate, 1 mo. LIBOR + .10%, 4.68%, due 05/25/35
    2,064,156    
  4,000,000     Master Asset Backed Securities Trust, Series 06-HE1, Class A1,
Variable Rate, 1 mo. LIBOR + .08%, 4.66%, due 01/25/36
    4,000,000    
  7,500,000     Master Second Lien Trust, Series 06-1, Class A,
Variable Rate, 1 mo. LIBOR + .16%, 4.73%, due 03/25/36
    7,494,000    
  4,678,898     New Century Home Equity Loan Trust, Series 05-3, Class A2A,
Variable Rate, 1 mo. LIBOR + .09%, 4.67%, due 07/25/35
    4,680,541    
  4,500,000     Nomura Home Equity Loan, Inc., Series 05-FM1, Class 2A2,
Variable Rate, 1 mo. LIBOR + .22%, 4.80%, due 05/25/35
    4,500,000    
  8,000,000     Option One Mortgage Loan Trust, Series 05-3, Class A4,
Variable Rate, 1 mo. LIBOR + .25%, 4.83%, due 08/25/35
    8,000,000    
  2,143,487     Ownit Mortgage Loan Asset Backed Certificates, Series 05-2, Class A2A,
Variable Rate, 1 mo. LIBOR + .11%, 4.69%, due 03/25/36
    2,143,487    
  9,000,000     Park Place Securities, Inc, Series 05-WCW2, Class A2B,
Variable Rate, 1 mo. LIBOR + .15%, 4.73%, due 07/25/07
    8,991,000    
  8,000,000     Park Place Securities, Inc, Series 05-WCWI, Class A3B,
Variable Rate, 1 mo. LIBOR + .16%, 4.74%, due 09/25/35
    7,997,500    
  8,000,000     People's Choice Home Loan Securities Trust, Series 05-3, Class 1A2,
Variable Rate, 1 mo. LIBOR + .27%, 4.85%, due 08/25/35
    8,010,000    
  7,000,000     People's Choice Home Loan Securities Trust, Series 05-4, Class 1A2,
Variable Rate, 1 mo. LIBOR + .26%, 4.84%, due 12/25/35
    7,012,040    
  688,301     Quest Trust, Series 05-X1, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .18%, 4.76%, due 03/25/35
    687,957    
  3,500,298     RAAC, Series 05-RP3, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .23%, 4.81%, due 05/29/39
    3,499,003    
  693,515     Residential Asset Mortgage Products, Inc, Series 04-RZ3, Class AII1,
Variable Rate, 1 mo. LIBOR + .17%, 4.75%, due 06/25/24
    693,515    
  4,000,000     Residential Asset Mortgage Products, Inc., Series 05-RS4, Class A3,
Variable Rate, 1 mo. LIBOR + .23%, 4.81%, due 04/25/35
    4,003,125    
  7,000,000     Residential Asset Securities Corp, Series 04-KS12, Class AI2,
Variable Rate, 1 mo. LIBOR + .23%, 4.81%, due 01/25/35
    7,000,000    

 

See accompanying notes to the financial statements.

10



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Par Value ($)   Description   Value ($)  
    Residential Asset-Backed Securities (United States) — continued  
  1,927,042     Security National Mortgage Loan Trust, Series 05-2A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .29%, 4.87%, due 02/25/36
    1,928,247    
  3,500,000     SG Mortgage Securities Trust, Series 05-OPT1, Class A2,
Variable Rate, 1 mo. LIBOR + .26%, 4.84%, due 10/25/35
    3,506,020    
  1,138,619     Specialty Underwriting & Residential Finance, Series 05-BC2, Class A2A,
Variable Rate, 1 mo. LIBOR + .10%, 4.68%, due 12/25/35
    1,138,441    
  3,000,000     Structured Asset Investment Loan Trust, Series 06-1, Class A3,
Variable Rate, 1 mo. LIBOR + .20%, 4.78%, due 01/25/36
    3,000,469    
  7,000,000     Structured Asset Securities Corp, Series 05-WF1, Class A2,
Variable Rate, 1 mo. LIBOR + .20%, 4.78%, due 02/25/35
    7,006,566    
  7,000,000     Structured Asset Securities Corp., Series 05-S6, Class A2,
Variable Rate, 1 mo. LIBOR + .29%, 4.87%, due 11/25/35
    7,010,941    
      240,826,653    
    Residential Mortgage-Backed Securities (Australian) — 3.6%  
  4,530,441     Australian Mortgage Securities II, G3 A1A,
Variable Rate, 3 mo. LIBOR + .21%, 4.76%, due 01/10/35
    4,540,318    
  5,354,610     Crusade Global Trust, Series 04-2, Class A1,
Variable Rate, 3 mo. LIBOR + .13%, 4.90%, due 11/19/37
    5,361,402    
  7,000,000     Crusade Global Trust, Series 06-1, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .06%, 4.74%, due 07/20/38
    7,000,000    
  6,560,972     Interstar Millennium Trust, Series 05-1G, Class A,
Variable Rate, 3 mo. LIBOR + .12%, 4.58%, due 12/08/36
    6,557,560    
  5,041,347     Medallion Trust, Series 05-1G, Class A1,
Variable Rate, 3 mo. LIBOR + .08%, 4.80%, due 05/10/36
    5,040,238    
  4,446,599     National RMBS Trust, Series 04-1, Class A1,
Variable Rate, 3 mo. LIBOR + .11%, 4.61%, due 03/20/34
    4,449,934    
  3,570,618     Westpac Securitization Trust, Series 05-1G, Class A1,
Variable Rate, 3 mo. LIBOR + .07%, 4.57%, due 03/23/36
    3,568,797    
      36,518,249    
    Residential Mortgage-Backed Securities (European) — 5.6%  
  4,000,000     Gracechurch Mortgage Funding Plc, Series 1A, Class A2B, 144A,
Variable Rate, 3 mo. LIBOR + .07%, 4.60%, due 10/11/41
    3,998,687    
  3,428,570     Granite Master Issuer Plc, Series 05-1, Class A1,
Variable Rate, 1 mo. LIBOR + .04%, 4.61%, due 12/20/19
    3,428,560    
  5,000,000     Granite Master Issuer Plc, Series 05-2, Class A4,
Variable Rate, 3 mo. LIBOR + .08%, 4.85%, due 12/20/54
    5,002,344    

 

See accompanying notes to the financial statements.

11



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Par Value ($)   Description   Value ($)  
    Residential Mortgage-Backed Securities (European) — continued  
  6,191,710     Leek Finance Plc, Series 15A, Class AB, 144A,
Variable Rate, 3 mo. LIBOR + .14%, 4.64%, due 03/21/37
    6,188,614    
  10,000,000     Leek Finance Plc, Series 16A, Class A2B, 144A,
Variable Rate, 3 mo. LIBOR + .16%, 4.46%, due 09/21/37
    10,006,700    
  7,000,000     Paragon Mortgages Plc, Series 6A, Class A2A, 144A,
Variable Rate, 3 mo. LIBOR + .35%, 4.84%, due 03/15/30
    7,006,895    
  3,550,000     Permanent Financing Plc, Series 6, Class 2A,
Variable Rate, 3 mo. LIBOR + .09%, 4.57%, due 12/10/11
    3,546,095    
  5,000,000     Permanent Financing Plc, Series 7, Class 2A,
Variable Rate, 3 mo. LIBOR + .04%, 4.52%, due 09/10/14
    5,000,000    
  6,000,000     Permanent Financing Plc, Series 8, Class 2A,
Variable Rate, 3 mo. LIBOR + .07%, 4.55%, due 06/10/14
    5,995,200    
  6,124,440     Residential Mortgage Securities, Series 20A, Class A1B, 144A,
Variable Rate, 3 mo. LIBOR + .07%, 4.79%, due 08/10/30
    6,120,612    
      56,293,707    
    Student Loans — 7.2%  
  5,000,000     College Loan Corp. Trust, Series 04-1, Class A2,
Variable Rate, 3 mo. LIBOR + .11%, 4.73%, due 04/25/16
    5,006,500    
  2,000,000     College Loan Corp. Trust, Series 05-1, Class A1,
Variable Rate, 3 mo. LIBOR + .03%, 4.65%, due 01/25/14
    1,999,400    
  3,529,659     Collegiate Funding Services Education Loan Trust I, Series 05-A, Class A1,
Variable Rate, 3 mo. LIBOR + .02%, 4.54%, due 09/29/14
    3,529,521    
  4,500,000     Keycorp Student Loan Trust, Series 05-A, Class 2A1,
Variable Rate, 3 mo. LIBOR + .05%, 4.24%, due 09/27/21
    4,497,930    
  4,365,881     Montana Higher Education Student Assistance Corp., Series 05-1, Class A,
Variable Rate, 3 mo. LIBOR +.04%, 4.54%, due 06/20/15
    4,363,261    
  8,000,000     National Collegiate Student Loan Trust, Series 05-2, Class A2,
Variable Rate, 1 mo. LIBOR + .15%, 4.73%, due 02/25/26
    7,985,200    
  7,000,000     Nelnet Educational Loan Funding Corp., Series 04-2A, Class A3,
Variable Rate, 3 mo. LIBOR + .10%, 4.90%, due 11/25/15
    7,004,060    
  9,000,000     Nelnet Student Loan Trust, Series 05-3, Class A3,
Variable Rate, 3 mo. LIBOR + .05%, 4.55%, due 06/22/17
    9,000,000    
  5,000,000     SLM Student Loan Trust, Series 05-3, Class A3,
Variable Rate, 3 mo. LIBOR + .03%, 4.65%, due 07/25/16
    4,992,861    
  5,998,593     SLM Student Loan Trust, Series 05-4, Class A1,
Variable Rate, 3 mo. LIBOR +.01%, 4.63%, due 10/26/15
    5,994,393    

 

See accompanying notes to the financial statements.

12



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Par Value ($)   Description   Value ($)  
    Student Loans — continued  
  9,000,000     SLM Student Loan Trust, Series 05-6, Class A2,
Variable Rate, 3 mo. LIBOR, 4.62%, due 07/25/16
    8,997,188    
  4,741,626     SLM Student Loan Trust, Series 05-7, Class A1,
Variable Rate, 3 mo. LIBOR, 4.62%, due 01/25/18
    4,675,954    
  5,000,000     SLM Student Loan Trust, Series 06-1, Class A1,
Variable Rate, 3 mo. LIBOR - .02%, 4.61%, due 01/25/12
    5,000,000    
      73,046,268    
    Total Asset-Backed Securities     934,219,800    
    Corporate Debt — 0.5%  
  5,000,000     TIAA Global Markets, 144A,
Variable Rate, 3 mo. LIBOR + .10%, 4.67%, due 01/12/11
    5,002,500    
    U.S. Government — 4.9%  
  24,366,800     U.S. Treasury Inflation Indexed Note, 3.63%, due 01/15/08 (a)(b)      25,227,253    
  25,000,000     U.S. Treasury Note, 2.50%, due 10/31/06 (b)      24,632,813    
      49,860,066    
    TOTAL DEBT OBLIGATION(S) (COST $990,578,389)     989,082,366    
Principal Amount   Description   Value ($)  
    CALL OPTIONS PURCHASED — 0.0%  
    Options on Interest Rate Swaps — 0.0%  
USD 71,000,000     Interest Rate Swaption, Expires 03/22/06, Strike 5.08%     386,472    
    TOTAL CALL OPTIONS PURCHASED (COST $415,350)     386,472    
    PUT OPTIONS PURCHASED — 0.0%  
    Options on Interest Rate Swaps — 0.0%  
USD 71,000,000     Interest Rate Swaption, Expires 03/22/06, Strike 5.08%     358,422    
    TOTAL PUT OPTIONS PURCHASED (COST $415,350)     358,422    

 

See accompanying notes to the financial statements.

13



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

 Par Value ($)/
Shares
  Description   Value ($)  
    MUTUAL FUNDS — 1.8%  
  17,954,476     Merrimac Cash Series, Premium Class     17,954,476    
    TOTAL MUTUAL FUNDS (COST $17,954,476)     17,954,476    
    SHORT-TERM INVESTMENT(S) — 2.0%  
  20,000,000     Federal Farm Credit Bank, 0.00% due 03/01/06 (c)      20,000,000    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $20,000,000)     20,000,000    
    TOTAL INVESTMENTS — 101.5%
(Cost $1,029,363,565)
    1,027,781,736    
    Other Assets and Liabilities (net) — (1.5%)     (15,504,346 )  
    TOTAL NET ASSETS — 100.0%   $ 1,012,277,390    

 

See accompanying notes to the financial statements.

14



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Forward Currency Contracts

Settlement
Date
  Receive   Units of
Currency
  Value   Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  3/02/06       SEK       187,900     $ 23,746     $ 107    

 

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys  
  3,350     Eurodollar 90 Day   March 2007   $ 795,625,000     $ (1,710,005 )  
Sales  
  99     U.S. Treasury Note 10 Yr.   June 2006   $ 10,682,719     $ 14,349    

 

At February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Written Options

A summary of open written option contracts for the Fund at February 28, 2006, is as follows:

    Notional
Amount
  Expiration
Date
      Description   Premiums   Market
Value
 
Call   $ 70,000,000     3/01/2006   USD   Interest Rate Swaption, Strike 5.09%   $ 476,000     $ (135,915 )  
Call     71,000,000     3/15/2006   USD   Interest Rate Swaption, Strike 5.13%     450,850       (486,935 )  
Put     70,000,000     3/01/2006   USD   Interest Rate Swaption, Strike 5.09%     476,000       (39,597 )  
Put     71,000,000     3/15/2006   USD   Interest Rate Swaption, Strike 5.13%     450,850       (179,475 )  
Call     71,000,000     3/08/2006   USD   Interest Rate Swaption, Strike 5.10%     447,300       (306,601 )  
Put     71,000,000     3/08/2006   USD   Interest Rate Swaption, Strike 5.10%     447,300       (159,308 )  
    $ 2,748,300     $ (1,307,831 )  

 

See accompanying notes to the financial statements.

15



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Swap Agreements

Credit Default Swaps  
Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Net Unrealized
Appreciation
(Depreciation)
 
13,000,000 USD   9/20/2010   Morgan Stanley   Receive     0.40 %   Credit Swap   $ 20,404    
      Capital Services Inc.           Eagle Creek CDO        
7,000,000 USD   3/20/2013   Morgan Stanley
Capital Services Inc.
  Receive     0.25 %   MS Synthetic
2006-1
    (41,707 )  
5,000,000 USD   3/20/2015   Lehman Brothers   Receive     0.88 %   Credit Swap
AAA CDO
    (79,053 )  
    $ (100,356 )  
Interest Rate Swaps  
Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable Rate   Net Unrealized
Appreciation
(Depreciation)
 
51,000,000 USD   1/21/2008   Deutsche Bank AG   (Pay)     3.81 %   3 month LIBOR   $ 1,185,204    
391,000,000 CAD   4/4/2008   Deutsche Bank AG   Receive     4.11 %   3 month Floating
Canadian Dollar
Offering Rate
    (745,358 )  
339,600,000 USD   4/6/2008   JP Morgan Chase Bank   (Pay)     4.81 %   3 month LIBOR     1,896,595    
340,100,000 USD   5/3/2008   JP Morgan Chase Bank   (Pay)     4.99 %   3 month LIBOR     763,060    
281,100,000 EUR   5/3/2008   Deutsche Bank AG   Receive     3.25 %   6 month
EUR LIBOR
    (200,753 )  
32,500,000 CAD   5/28/2008   JP Morgan Chase Bank   (Pay)     4.31 %   3 month Floating
Canadian Dollar
Offering Rate
    (33,444 )  
360,000,000 CAD   5/28/2008   Merrill Lynch Capital
Services Inc.
  (Pay)     4.31 %   3 month Floating
Canadian Dollar
Offering Rate
    (370,453 )  
291,500,000 EUR   6/2/2008   Deutsche Bank AG   Receive     3.32 %   6 month EUR LIBOR     47,420    
1,832,500,000 AUD   6/21/2008   Deutsche Bank AG   Receive     5.60 %   3 month AUD BBSW     (857,485 )  
541,000,000 AUD   6/21/2008   JP Morgan Chase Bank   Receive     5.60 %   3 month AUD BBSW     (354,198 )  
585,000,000 USD   6/21/2008   JP Morgan Chase Bank   Receive     4.80 %   3 month LIBOR     (3,363,393 )  
1,450,000,000 SEK   6/21/2008   Deutsche Bank AG   (Pay)     3.10 %   3 month SEK STIBOR     (296,143 )  
3,217,000,000 SEK   6/21/2008   JP Morgan Chase Bank   (Pay)     3.10 %   3 month SEK STIBOR     (816,533 )  
254,000,000 CHF   6/21/2008   Citigroup   (Pay)     2.00 %   6 month CHF LIBOR     356,830    

 

See accompanying notes to the financial statements.

16



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable Rate   Net Unrealized
Appreciation
(Depreciation)
 
283,000,000 EUR   6/21/2008   Deutsche Bank AG   (Pay)     3.20 %   6 month EUR LIBOR   $ 1,052,646    
78,000,000 EUR   6/21/2008   JP Morgan Chase Bank   (Pay)     3.20 %   6 month EUR LIBOR     152,005    
583,000,000 GBP   6/21/2008   Deutsche Bank AG   Receive     4.60 %   6 month GBP LIBOR     (2,084,736 )  
16,800,000,000 JPY   6/21/2008   Citigroup   (Pay)     0.55 %   6 month JPY LIBOR     801,217    
49,500,000,000 JPY   6/21/2008   JP Morgan Chase Bank   (Pay)     0.55 %   6 month JPY LIBOR     2,346,252    
200,600,000,000 JPY   6/21/2008   Merrill Lynch Capital
Services Inc.
  (Pay)     0.55 %   6 month JPY LIBOR     9,657,794    
225,000,000 USD   1/21/2010   Deutsche Bank AG   Receive     4.10 %   3 month LIBOR     (7,740,035 )  
5,000,000 USD   2/7/2012   Deutsche Bank AG   (Pay)     4.33 %   3 month LIBOR     188,201    
150,000,000 USD   1/21/2013   Deutsche Bank AG   (Pay)     4.41 %   3 month LIBOR     5,746,846    
15,000,000 USD   2/8/2015   JP Morgan Chase Bank   (Pay)     4.47 %   3 month LIBOR     676,747    
21,000,000 EUR   2/22/2015   Deutsche Bank AG   Receive     3.69 %   6 month EUR LIBOR     145,066    
21,000,000 EUR   3/21/2015   UBS AG   Receive     3.78 %   6 month EUR LIBOR     268,859    
60,000,000 EUR   3/21/2015   UBS AG   (Pay)     4.84 %   6 month EUR LIBOR     (2,421,724 )  
21,000,000 EUR   5/23/2015   JP Morgan Chase Bank   Receive     3.44 %   6 month EUR LIBOR     (370,718 )  
35,800,000 GBP   3/15/2016   Citigroup   (Pay)     4.62 %   6 month GBP LIBOR     (430,310 )  
7,280,000,000 JPY   3/20/2016   JP Morgan Chase Bank   Receive     1.67 %   6 month JPY LIBOR     (856,968 )  
37,000,000 GBP   4/18/2016   Citigroup   (Pay)     4.33 %   6 month GBP LIBOR     1,038,748    
7,471,000,000 JPY   4/19/2016   JP Morgan Chase Bank   Receive     1.62 %   6 month JPY LIBOR     (1,318,809 )  
38,300,000 GBP   5/17/2016   Deutsche Bank AG   (Pay)     4.47 %   6 month GBP LIBOR     316,602    
7,835,000,000 JPY   5/21/2016   JP Morgan Chase Bank   Receive     1.78 %   6 month JPY LIBOR     (464,878 )  
141,000,000 USD   6/21/2016   JP Morgan Chase Bank   (Pay)     4.90 %   3 month LIBOR     1,823,121    
334,000,000 SEK   6/21/2016   Deutsche Bank AG   Receive     3.60 %   3 month SEK STIBOR     (420,380 )  
742,000,000 SEK   6/21/2016   JP Morgan Chase Bank   Receive     3.60 %   3 month SEK STIBOR     (688,305 )  
457,000,000 AUD   6/21/2016   Deutsche Bank AG   (Pay)     5.70 %   6 month AUD BBSW     (13,149 )  
135,000,000 AUD   6/21/2016   JP Morgan Chase Bank   (Pay)     5.70 %   6 month AUD BBSW     308,335    
56,000,000 CHF   6/21/2016   Citigroup   Receive     2.50 %   6 month CHF LIBOR     (469,846 )  
65,000,000 EUR   6/21/2016   Deutsche Bank AG   Receive     3.50 %   6 month EUR LIBOR     (1,063,240 )  
18,000,000 EUR   6/21/2016   JP Morgan Chase Bank   Receive     3.50 %   6 month EUR LIBOR     (44,573 )  
139,000,000 GBP   6/21/2016   Deutsche Bank AG   (Pay)     4.50 %   6 month GBP LIBOR     1,857,376    
3,600,000,000 JPY   6/21/2016   Citigroup   Receive     1.65 %   6 month JPY LIBOR     (630,527 )  
10,500,000,000 JPY   6/21/2016   JP Morgan Chase Bank   Receive     1.65 %   6 month JPY LIBOR     (1,782,857 )  
42,800,000,000 JPY   6/21/2016   Merrill Lynch   Receive     1.65 %   6 month JPY LIBOR     (6,642,334 )  
60,000,000 EUR   2/22/2025   Deutsche Bank AG   (Pay)     4.70 %   6 month EUR LIBOR     (1,873,484 )  
60,000,000 EUR   5/23/2025   JP Morgan Chase Bank   (Pay)     4.52 %   6 month EUR LIBOR     (1,078,443 )  
    $ (6,804,152 )  

 

See accompanying notes to the financial statements.

17



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Total Return Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Net Unrealized
Appreciation
(Depreciation)
 
  10,000,000 USD   3/1/2006   Citigroup   1 month   Return on Lehman   $ (19,775 )  
            LIBOR   Brothers CMBS AAA    
   
              – 0.025 %              
  20,000,000 USD   3/31/2006   Citigroup   1 month
LIBOR
+ 0.15%
  Return on Lehman
Brothers CMBS AAA
    (42,176 )  
                    $ (61,951 )  

 

Notes to Schedule of Investments:

144A - Securities exempt from registration under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional investors.

AMBAC - Insured as to the payment of principal and interest by AMBAC Assurance Corporation.

BBSW - Bank Bill Swap Rate

CDO - Collateralized Debt Obligation

CMBS - Collateralized Mortgage Backed Security

FGIC - Insured as to the payment of principal and interest by Financial Guaranty Insurance Corporation.

FSA - Insured as to the payment of principal and interest by Financial Security Assurance.

LIBOR - London Interbank Offered Rate

MBIA - Insured as to the payment of principal and interest by MBIA Insurance Corp.

MTN - Medium Term Note

STIBOR - Stockholm Interbank Offered Rate

Variable rates - The rates shown on variable rate notes are the current interest rates at February 28, 2006, which are subject to change based on the terms of the security.

(a)  Indexed security in which price and/or coupon is linked to the prices of a specific instrument or financial statistic (Note 2).

(b)  All or a portion of this security has been segregated to cover margin requirements on open financial futures contracts and open swap contracts (Note 2).

(c)  Rate shown represents yield to maturity.

See accompanying notes to the financial statements.

18



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Currency Abbreviations:

AUD - Australian Dollar  
CAD - Canadian Dollar  
CHF - Swiss Franc  
EUR - Euro  
GBP - British Pound  
JPY - Japanese Yen  
SEK - Swedish Krona  
USD - United States Dollar  

 

See accompanying notes to the financial statements.

19




GMO World Opportunity Overlay Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value (cost $1,029,363,565) (Note 2)   $ 1,027,781,736    
Cash     152,413    
Interest receivable     2,935,496    
Unrealized appreciation on open forward currency contracts (Note 2)     107    
Receivable for variation margin on open futures contracts (Note 2)     381,625    
Interest receivable for open swap contracts     1,204,235    
Receivable for open swap contracts (Note 2)     23,531,501    
Receivable for expenses reimbursed by Manager (Note 3)     30,570    
Receivable for option premiums     690,760    
Total assets     1,056,708,443    
Liabilities:  
Payable for investments purchased     8,000,000    
Written options outstanding, at value (premiums $2,748,300) (Note 2)     1,307,831    
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer fees     1,703    
Interest payable for open swap contracts     83,366    
Payable for open swap contracts (Note 2)     34,945,557    
Accrued expenses     92,596    
Total liabilities     44,431,053    
Net assets   $ 1,012,277,390    
Net assets consist of:  
Net capital(1)   $ 1,021,080,758    
Net unrealized depreciation     (8,803,368 )  
    $ 1,012,277,390    
Shares outstanding     40,125,390    
Net asset value per share   $ 25.23    
(1) Net capital includes net investment income (loss) and net realized gain (loss) on investments.  

 

See accompanying notes to the financial statements.

20



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Interest   $ 32,720,995    
Total investment income     32,720,995    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     123,508    
Audit and tax fees     72,649    
Legal fees     12,962    
Trustees fees and related expenses (Note 3)     11,993    
Miscellaneous     16,142    
Total expenses     237,254    
Fees and expenses reimbursed by Manager (Note 3)     (216,608 )  
Net expenses     20,646    
Net investment income (loss)     32,700,349    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     (28,768,060 )  
Closed futures contracts     1,153,548    
Closed swap contracts     7,219,839    
Written options     1,239,297    
Foreign currency, forward contracts and foreign currency related transactions     38,345    
Net realized gain (loss)     (19,117,031 )  
Change in net unrealized appreciation (depreciation) on:  
Investments     (922,521 )  
Open futures contracts     (1,742,669 )  
Open swap contracts     (8,427,425 )  
Written options     1,440,469    
Foreign currency, forward contracts and foreign currency related transactions     1,442    
Net unrealized gain (loss)     (9,650,704 )  
Net realized and unrealized gain (loss)     (28,767,735 )  
Net increase (decrease) in net assets resulting from operations   $ 3,932,614    

 

See accompanying notes to the financial statements.

21



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Period from
November 22, 2004
(commencement
of operations)
through
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 32,700,349     $ 3,173,280    
Net realized gain (loss)     (19,117,031 )     (351,840 )  
Change in net unrealized appreciation (depreciation)     (9,650,704 )     847,336    
Net increase (decrease) in net assets from operations     3,932,614       3,668,776    
Net share transactions (Note 7):     426,066,000       578,610,000    
Total increase (decrease) in net assets     429,998,614       582,278,776    
Net assets:  
Beginning of period     582,278,776          
End of period   $ 1,012,277,390     $ 582,278,776    

 

See accompanying notes to the financial statements.

22




GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Financial Highlights
(For a share outstanding throughout each period)

    Year Ended February 28,  
    2006   2005(a)   
Net asset value, beginning of period   $ 25.17     $ 25.00    
Income (loss) from investment operations:  
Net investment income (loss)      0.96       0.15    
Net realized and unrealized gain (loss)     (0.90 )     0.02    
Total from investment operations     0.06       0.17    
Net asset value, end of period   $ 25.23     $ 25.17    
Total Return(b)      0.24 %     0.68 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,012,277     $ 582,279    
Net expenses to average daily net assets     0.00 %(c)      0.01 %*   
Net investment income to average daily net assets     3.84 %     2.21 %*   
Portfolio turnover rate     31 %     8 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.03 %     0.06 %*   

 

(a)  Period from November 22, 2004 (commencement of operations) through February 28, 2005.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(c)  Net expenses were less than 0.01%.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

23




GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO World Opportunity Overlay Fund (the "Fund"), which commenced operations on November 22, 2004, is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return relative to its benchmark. The Fund seeks to achieve its objective of outperforming its benchmark primarily through returns on the Fund's derivatives positions. The Fund's benchmark index is the J.P. Morgan U.S. 3-Month Cash Index.

Shares of the Fund are not publicly offered and are principally available only to other funds of the Trust and certain accredited investors.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost which approximates fair value. Shares of mutual funds are valued at their net asset value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction. A security's value or exchange rate may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value.

Some fixed income securities are valued at the closing bid for such securities as supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing

24



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

basis, and may change a pricing source should it deem it appropriate. The Manager is informed of erratic or unusual movements (including unusual inactivity) in the prices supplied for a security and, at its discretion, may override a price supplied by a source (by taking a price supplied by another source).

Certain investments in securities held by the Fund are valued on the basis of a price provided by a principal market maker. The prices provided by the principal market makers may differ from the value that would be realized if the securities were sold and the differences could be material to the Fund. As of February 28, 2006, the total value of these securities represented 31.8% of net assets.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. The value of the currencies the Fund has committed to buy or sell is shown in the Schedule of Investments and represents the currency exposure the Fund has acquired or hedged through forward currency contracts as of February 28, 2006.

25



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with the futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. See the Schedule of Investments for open written options contracts entered into by the Fund as of February 28, 2006.

26



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Written options

For the year ended February 28, 2006, the Fund's investment activity in written option contracts was as follows:

    Puts   Calls  
    Principal
Amount
of Contracts
  Premiums   Principal
Amount
of Contracts
  Premiums  
Outstanding, beginning
of period
  $     $     $     $    
Options written     2,214,000,000       16,599,250       2,214,000,000       16,599,250    
Options exercised     (1,262,000,000 )     (9,528,800 )     (740,000,000 )     (5,696,300 )  
Options expired     (740,000,000 )     (5,696,300 )     (1,262,000,000 )     (9,528,800 )  
Options sold                          
Outstanding, end
of period
  $ 212,000,000     $ 1,374,150     $ 212,000,000     $ 1,374,150    

 

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. See the Schedule of Investments for open purchased option contracts entered into by the Fund as of February 28, 2006.

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Loan agreements

The Fund may invest in direct debt instruments which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates. The Fund's investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. A loan is often administered by a bank or other financial institution (the "lender") that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is

27



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

entitled only from the lender selling the loan agreement and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. As of February 28, 2006, the Fund did not enter into any loan agreements.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. See the Schedule of Investments for indexed securities held by the Fund as of February 28, 2006.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into interest rate, total return, forward swap spread lock and credit default swap agreements. Interest rate swap agreements involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. Forward swap spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. The Fund may use credit default swaps to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where the Fund owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreements. These financial

28



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. See the Schedule of Investments for a summary of open swap agreements entered into by the Fund as of February 28, 2006.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. As of February 28, 2006, the Fund did not enter into any repurchase agreements.

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities the Fund has sold but is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. As of February 28, 2006, the Fund did not enter into any reverse repurchase agreements.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a

29



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 28, 2006, the Fund did not participate in securities lending.

Taxes

The Fund elected to be taxed as a partnership for federal income tax purposes. As a partnership, the Fund will not be subject to federal and state income tax. Instead, each shareholder is responsible for the tax liability or benefit related to his/her allocable share of taxable income or loss. Accordingly, no provision (benefit) for federal and state income taxes is reflected in the accompanying financial statements. A more detailed discussion of the tax consequences of owning an interest in the Fund is included in the Fund's Private Placement Memorandum.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 1,029,363,565     $ 267,301     $ (1,849,130 )   $ (1,581,829 )  

 

Distributions

The Fund does not intend to make any distributions to its shareholders but may do so in the sole discretion of the Trustees.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities is accrued daily based upon an inflation adjusted principal. Additionally, any increase in the principal or face amount of the securities adjusted for inflation is recorded as interest income. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

30



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

3.  Fees and other transactions with affiliates

GMO does not charge the Fund any management or service fees for its services. In addition, effective until at least June 30, 2007, GMO has contractually agreed to reimburse all of the Fund's expenses (excluding fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes).

The Fund's portion of the fees paid by the Trust to the CCO and independent Trustees during the year ended February 28, 2006 was $5,990 and $5,837, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 28, 2006, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $     $    
Investments (non-U.S. Government securities)     913,265,857       231,965,451    

 

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

31



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

6.  Principal shareholders

As of February 28, 2006, 73.7% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. Both of the shareholders are other funds of the Trust. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, 100% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Period from November 22, 2004
(commencement of operations)
through February 28, 2005
 
    Shares   Amount   Shares   Amount  
Shares sold     21,368,341     $ 535,516,000       23,385,215     $ 584,910,000    
Shares repurchased     (4,377,470 )     (109,450,000 )     (250,696 )     (6,300,000 )  
Net increase (decrease)     16,990,871     $ 426,066,000       23,134,519     $ 578,610,000    

 

32




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO World Opportunity Overlay Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO World Opportunity Overlay Fund (the "Fund") (a series of GMO Trust) at February 28, 2006 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

33



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs. 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.

This example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
1) Actual     0.00 %   $ 1,000.00     $ 1,014.10     $ 0.00 **   
2) Hypothetical     0.00 %   $ 1,000.00     $ 1,024.79     $ 0.00 **   

 

*  Expenses are calculated using the annualized expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

**  Net expenses incurred are less than $0.01.

34



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W. Glazer, Esq. c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 07/26/1944   Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005) ; Trustee since December 2000.   Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

35



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/03/1941   Trustee   Since May 1996   Acting Dean (since 2005) , Senior Associate Dean (1998 – 2005) , and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 03/28/1933   Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present) ; Putnam Funds (December 1992 – June 2004) ; and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

36



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956   President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957   Chief Financial Officer and Treasurer   Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969   Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968   Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958   Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  
David L. Bohan c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964   Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

37



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott D. Hogan c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970   Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970   Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958   Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

38




GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the International Quantitative team at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Currency Hedged International Equity Fund returned +28.4% for the fiscal year ended February 28, 2006, as compared to +31.0% for the MSCI EAFE Index (Hedged) benchmark. Consistent with the Fund's investment objectives and policies, during the fiscal year the Fund was substantially exposed to international equity securities through its investment in underlying GMO mutual funds.

The Fund's exposure to international equities comes indirectly through investments in the GMO International Intrinsic Value Fund and the GMO International Growth Equity Fund. The Fund also holds currency hedges in addition to the shares of those funds, which make predominantly unhedged investments.

Currency hedging had a strong positive impact on our international equity investing. The U.S. dollar rose strongly against most foreign currencies, but hedging protected the Fund's return. In U.S. dollar terms the unhedged MSCI EAFE Index returned +17.4% during the period, nearly 14% lower than the hedged benchmark.

The Fund is fairly evenly allocated between the GMO International Intrinsic Value Fund (the Fund was invested in Class IV shares), which returned +18.3%, and the GMO International Growth Equity Fund, which returned +15.6% during the period. Each of the underlying funds underperformed their respective international style benchmarks, hurting the return of the GMO Currency Hedged International Equity Fund, but the currency hedging helped significantly.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     93.6 %  
Short-Term Investment(s)     9.1    
Preferred Stocks     0.5    
Futures     0.1    
Forward Currency Contracts     (0.8 )  
Other     (2.5 )  
      100.0 %  
Country Summary**   % of Investments  
Japan     27.4 %  
United Kingdom     21.8    
France     8.8    
Netherlands     6.2    
Germany     5.9    
Canada     4.1    
Italy     4.0    
Switzerland     3.6    
Australia     3.5    
Finland     3.2    
Spain     2.3    
Belgium     1.8    
Norway     1.4    
Hong Kong     1.2    
Sweden     1.2    
Austria     1.1    
Ireland     0.9    
Singapore     0.8    
Denmark     0.7    
Greece     0.1    
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

**  The table above incorporates aggregate indirect country exposure associated with investments in underlying fund(s). The table excludes short-term investment(s) and any investment in underlying fund(s) that is less than 3% of invested assets.

1




GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    MUTUAL FUNDS — 98.6%  
    United States — 98.6%  
    Affiliated Issuer(s)  
  11,812,928     GMO International Growth Equity Fund, Class III     353,206,539    
  11,224,932     GMO International Intrinsic Value Fund, Class IV     365,708,285    
              718,914,824    
    TOTAL MUTUAL FUNDS (COST $617,098,281)     718,914,824    
    COMMON STOCKS — 0.0%  
    China — 0.0%  
  796     China Digicontent Co Ltd * (a) (b)      1    
    United Kingdom — 0.0%  
  19,018     British Energy Plc (Deferred Shares) * (a) (b)         
    TOTAL COMMON STOCKS (COST $19)     1    
    SHORT-TERM INVESTMENT(S) — 1.7%  
  12,000,000     Bank of Montreal Time Deposit, 4.64%, due 03/01/06     12,000,000    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $12,000,000)     12,000,000    
    TOTAL INVESTMENTS — 100.3%
(Cost $629,098,300)
    730,914,825    
        Other Assets and Liabilities (net) — (0.3%)     (2,100,436 )  
    TOTAL NET ASSETS — 100.0%   $ 728,814,389    

 

See accompanying notes to the financial statements.

2



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Forward currency contracts

Settlement
Date
  Deliver/Receive   Units of Currency   Value   Net Unrealized
Appreciation
(Depreciation)
 
Buys  
5/26/06   CAD     2,369,200     $ 2,089,552     $ 26,028    
5/26/06   NZD     4,533,220       2,983,516       (23,287 )  
5/26/06   SGD     17,103,580       10,574,138       67,102    
    $ 69,843    
Sales  
5/26/06   AUD     43,842,753     $ 32,496,468     $ (238,317 )  
5/26/06   CHF     29,657,013       22,804,477       5,984    
5/26/06   DKK     231,740,660       37,205,849       (49,116 )  
5/26/06   EUR     164,162,162       196,704,301       (214,772 )  
5/26/06   GBP     85,811,351       150,639,324       (1,343,926 )  
5/26/06   HKD     76,246,301       9,841,301       (912 )  
5/26/06   JPY     22,701,823,030       198,350,471       (4,252,426 )  
5/26/06   NOK     55,909,864       8,330,633       (23,290 )  
5/26/06   SEK     130,010,469       16,537,160       94,387    
    $ (6,022,388 )  

 

Notes to Schedule of Investments:

*  Non-income producing security.

(a)  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees of GMO Trust (Note 2).

(b)  Bankrupt issuer.

As of February 28, 2006, 89.8% of the Net Assets of the Fund, through investments in the underlying fund(s), was valued using fair value prices based on tools by a third party vendor (Note 2).

Currency Abbreviations:

AUD - Australian Dollar   HKD - Hong Kong Dollar  
CAD - Canadian Dollar   JPY - Japanese Yen  
CHF - Swiss Franc   NOK - Norwegian Krone  
DKK - Danish Krone   NZD - New Zealand Dollar  
EUR - Euro   SEK - Swedish Krona  
GBP - British Pound   SGD - Singapore Dollar  

 

See accompanying notes to the financial statements.

3




GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value (cost $12,000,019) (Note 2)   $ 12,000,001    
Investments in affiliated issuers, at value (cost $617,098,281) (Notes 2 and 8)     718,914,824    
Cash     95,773    
Foreign currency, at value (cost $43,018) (Note 2)     43,218    
Receivable for Fund shares sold     3,804,000    
Interest receivable     1,507    
Unrealized appreciation on open forward currency contracts (Note 2)     193,501    
Receivable for expenses reimbursed by Manager (Note 3)     368,003    
Total assets     735,420,827    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     299,039    
Shareholder service fee     83,070    
Trustees and Chief Compliance Officer fees     1,025    
Unrealized depreciation on open forward currency contracts (Note 2)     6,146,046    
Accrued expenses     77,258    
Total liabilities     6,606,438    
Net assets   $ 728,814,389    
Net assets consist of:  
Paid-in capital   $ 600,726,568    
Accumulated undistributed net investment income     15,211,254    
Accumulated net realized gain     17,012,387    
Net unrealized appreciation     95,864,180    
    $ 728,814,389    
Net assets attributable to:  
Class III shares   $ 728,814,389    
Shares outstanding:  
Class III     80,374,716    
Net asset value per share:  
Class III   $ 9.07    

 

See accompanying notes to the financial statements.

4



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 5,334,297    
Interest     454,265    
Total investment income     5,788,562    
Expenses:  
Management fee (Note 3)     3,581,769    
Shareholder service fee – Class III (Note 3)     994,936    
Custodian and fund accounting agent fees     86,481    
Transfer agent fees     27,949    
Audit and tax fees     50,514    
Legal fees     10,958    
Trustees fees and related expenses (Note 3)     11,789    
Registration fees     16,673    
Miscellaneous     11,870    
Total expenses     4,792,939    
Fees and expenses reimbursed by Manager (Note 3)     (197,955 )  
Indirectly incurred fees waived or borne by Manager (Note 3)     (3,458,077 )  
Shareholder service fee waived – Class III (Note 3)     (774,872 )  
Net expenses     362,035    
Net investment income (loss)     5,426,527    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     64,424,363    
Realized gains distributions from affiliated issuers (Note 8)     31,367,730    
Foreign currency, forward contracts and foreign currency related transactions     57,687,445    
Net realized gain (loss)     153,479,538    
Change in net unrealized appreciation (depreciation) on:  
Investments     7,694,199    
Foreign currency, forward contracts and foreign currency related transactions     2,733,123    
Net unrealized gain (loss)     10,427,322    
Net realized and unrealized gain (loss)     163,906,860    
Net increase (decrease) in net assets resulting from operations   $ 169,333,387    

 

See accompanying notes to the financial statements.

5



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 5,426,527     $ 8,376,827    
Net realized gain (loss)     153,479,538       (20,210,427 )  
Change in net unrealized appreciation (depreciation)     10,427,322       65,699,602    
Net increase (decrease) in net assets from operations     169,333,387       53,866,002    
Distributions to shareholders from:  
Net investment income  
Class III     (52,100,981 )        
Net realized gains  
Class III     (66,360,906 )        
      (118,461,887 )        
Net share transactions (Note 7):  
Class III     97,037,616       366,453,256    
Total increase (decrease) in net assets     147,909,116       420,319,258    
Net assets:  
Beginning of period     580,905,273       160,586,015    
End of period (including accumulated undistributed net
investment income of $15,211,254 and accumulated
undistributed net investment loss of $9,175,548,
repectively)
  $ 728,814,389     $ 580,905,273    

 

See accompanying notes to the financial statements.

6




GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 8.38     $ 7.33     $ 5.54     $ 7.14     $ 9.25    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.07       0.21       0.20       0.22       0.46    
Net realized and unrealized gain (loss)     2.17       0.84       1.59       (1.55 )     (1.00 )  
Total from investment operations     2.24       1.05       1.79       (1.33 )     (0.54 )  
Less distributions to shareholders:  
From net investment income     (0.71 )(d)                  (0.27 )     (1.53 )  
From net realized gains     (0.84 )                       (0.04 )  
Total distributions     (1.55 )                 (0.27 )     (1.57 )  
Net asset value, end of period   $ 9.07     $ 8.38     $ 7.33     $ 5.54     $ 7.14    
Total Return(b)      28.42 %     14.32 %     32.31 %     (19.53 )%     (5.38 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 728,814     $ 580,905     $ 160,586     $ 28,923     $ 37,581    
Net expenses to average daily net assets(c)      0.05 %     0.04 %     0.04 %     0.06 %     0.31 %  
Net investment income to average
daily net assets(a) 
    0.82 %     2.64 %     2.98 %     3.32 %     5.33 %  
Portfolio turnover rate     36 %     3 %     5 %     90 %     120 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.67 %     0.71 %     0.87 %     1.32 %     0.79 %  

 

(a)  Net investment income is affected by the timing of the declaration of dividends by the underlying fund(s) in which the Fund invests.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(c)  On July 3, 2001, the Fund began to invest a substantial portion of its assets in other funds of GMO Trust and revised its reimbursement policy. Net expenses exclude expenses incurred indirectly through investment in underlying fund(s) (See Note 3).

(d)  Distributions from net investment income include amounts (approximately $0.07 per share) from foreign currency transactions which are treated as realized capital gain for book purposes.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

7




GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Currency Hedged International Equity Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return through investment in other fund(s) of the Trust ("underlying fund(s)"), including GMO International Intrinsic Value Fund and GMO International Growth Equity Fund, and through management of the Fund's foreign currency positions. The Fund's benchmark is the MSCI EAFE Index (Europe, Australasia, Far East) (Hedged).

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request by calling (617) 346-7646 (collect) or visiting GMO's website at www.gmo.com.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of underlying fund(s) and other mutual funds are valued at their net asset value. For other assets, and in cases where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's investments will be valued at "fair value", as determined in good faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do

8



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

not reflect the events that occur after that close but before the close of the NYSE. As a result, foreign equity securities held by the underlying fund(s) are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. The value of the currencies the Fund has committed to buy or sell is shown in the Schedule of Investments and represents the currency exposure the Fund has acquired or hedged through forward currency contracts as of February 28, 2006.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with the futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver

9



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. As of February 28, 2006, the Fund did not enter into any futures contracts.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss.

10



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

The risk associated with purchasing put and call options is limited to the premium paid. As of February 28, 2006, the Fund did not enter into any purchased option contracts.

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the price of the security or index underlying these transactions. As of February 28, 2006, the Fund did not enter into any swap agreements.

Securities Lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other

11



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 28, 2006, the Fund did not participate in securities lending.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary. Taxes on foreign interest and dividend income are generally withheld in accordance with the applicable country's tax treaty with the United States.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $52,100,981 and $0, respectively and long-term capital gains – $66,360,906 and $0, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $9,241,829 and $18,956,639 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to foreign currency transactions and capital loss carryforwards.

As of February 28, 2006, the Fund had capital loss carryforwards available to offset future capital gains, if any, to the extent permitted by the Code, of $261,972 and $1,682,281 expiring in 2010 and 2011, respectively. Utilization of the capital loss carryforwards above could be subject to limitations imposed by the Code related to share ownership activity.

12



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 629,098,300     $ 101,816,543     $ (18 )   $ 101,816,525    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to foreign currency transactions. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 71,061,256     $ (71,061,256 )   $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying fund(s). Because the underlying fund(s) have varied expense and fee levels and the Fund may own different proportions of underlying fund(s) at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

13



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Investment risks

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

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.54% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for Class III shares. As described in Note 1, the Fund invests in certain underlying fund(s). Like the management fee (as described below), the Fund's shareholder service fee will be waived (but not below zero) to the extent of the indirect shareholder service fees paid in connection with the Fund's investment in shares of the underlying fund(s).

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes (collectively, "fund expenses")) plus the amount of fees and expenses, excluding shareholder service fees and fund expenses (as defined above), incurred indirectly by the Fund through its investment in the underlying fund(s), exceed 0.54% of the Fund's average daily net assets. Because GMO will not reimburse expenses incurred indirectly by the Fund to the extent they exceed 0.54% of the Fund's average daily net assets, and because the amount of fees and expenses incurred indirectly by the Fund will vary, the operating expenses (excluding shareholder service fees and fund expenses (as defined above)) incurred indirectly by the Fund through its investment in the underlying fund(s) may exceed 0.54% of the Fund's average daily net assets.

14



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

The Fund incurs fees and expenses indirectly as a shareholder in the underlying fund(s). For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees)
  Indirect
Shareholder Service
Fees
  Total Indirect
Expenses
 
  0.525 %     0.117 %     0.642 %  

 

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $7,508 and $4,172, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $299,202,024 and $231,399,999, respectively. Cost of purchases and proceeds from sale of securities for in-kind transactions for the year ended February 28, 2006, were $293,867,301 and $293,867,301, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related party

As of February 28, 2006, 50.0% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the outstanding shares of the Fund. One of the shareholders is another fund of the Trust.

15



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, less than 0.1% of the Fund's shares were held by one related party comprised of a certain GMO employee account, and 99.9% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     23,875,120     $ 209,368,988       49,419,111     $ 381,261,853    
Shares issued to shareholders
in reinvestment of distributions
    13,307,037       115,516,716                
Shares repurchased     (26,162,473 )     (227,848,088 )     (1,958,952 )     (14,808,597 )  
Net increase (decrease)     11,019,684     $ 97,037,616       47,460,159     $ 366,453,256    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of these affiliated issuers during the year ended February 28, 2006 is set forth below:



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO International Growth
Fund, Class III
  $ 289,439,426     $ 83,177,203     $ 392,067,300     $ 784,065     $ 5,893,138     $    
GMO International Growth
Equity Fund, Class III
          356,490,350       17,500,000       411,785       9,711,265       353,206,539    
GMO International Intrinsic
Value Fund, Class IV
    289,554,810       153,401,772       115,700,000       4,138,447       15,763,327       365,708,285    
Totals   $ 578,994,236     $ 593,069,325     $ 525,267,300     $ 5,334,297     $ 31,367,730     $ 718,914,824    

 

16




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Currency Hedged International Equity Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Currency Hedged International Equity Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

17



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.70 %   $ 1,000.00     $ 1,157.00     $ 3.74    
2) Hypothetical     0.70 %   $ 1,000.00     $ 1,021.32     $ 3.51    

 

*  Expenses are calculated using the Class's annualized expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

18



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $66,360,906 from long-term capital gains.

For taxable, non-corporate shareholders, 24.37% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 28, 2006 $5,814,469 or if determined to be different, the qualified interest income of such year.

19



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

20



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee3.  
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

21



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

22



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer,October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

23




GMO International Bond Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO International Bond Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Fixed Income Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO International Bond Fund returned -6.8% for the fiscal year ended February 28, 2006, as compared to -6.8% for the JPMorgan Non-U.S. Government Bond Index. The Fund's exposure to various issues is achieved directly and indirectly through its investment in certain underlying GMO mutual funds, primarily in the GMO Emerging Country Debt Fund, the GMO World Opportunity Overlay Fund, and the GMO Short-Duration Collateral Fund.

Interest rate strategy underperformance offset value added from currency selection, emerging debt exposure, and cash management.

Global bond yields fell across the board during the first half of 2005, although they began heading higher in the third quarter of 2005 and carrying into the New Year. Major, sustained bond market positions included overweights in Sweden and Canada and underweights in the U.K. and Switzerland. The Fund had been overweight Australia early in 2005 and moved to an underweight position later in the year. U.S., Canada, Australia, and Euro-area positions were the largest positive contributors. Underweights in the U.K. and Switzerland and a recent overweight in Japan detracted from performance.

The U.S. dollar gained versus most currencies in 2005, began weakening in December, then stabilized in February. For much of 2005 the Fund had been overweight relatively higher yielding currencies like Australian dollars, New Zealand dollars, and British sterling and underweight lower yielding currencies such as Japanese yen and euro. In general, the underweights added value, while the overweights did not.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO International Bond Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligation(s)     95.5 %  
Short-Term Investment(s)     3.1    
Mutual Fund     1.2    
Call Options Purchased     0.5    
Swaps     0.5    
Loan Assignments     0.2    
Loan Participations     0.2    
Forward Start Options     0.0    
Promissory Notes     0.0    
Put Options Purchased     0.0    
Rights and Warrants     0.0    
Written Options     (0.1 )  
Forward Currency Contracts     (0.1 )  
Futures     (0.3 )  
Reverse Repurchase Agreements     (0.5 )  
Other     (0.2 )  
      100.0 %  
Country/Region Summary**   % of Investments  
Euro Region***     57.4 %  
Japan     43.0    
Sweden     19.4    
Canada     18.8    
Denmark     0.4    
Switzerland     (7.8 )  
United Kingdom     (8.0 )  
United States     (10.2 )  
Australia     (13.0 )  
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

**  The table above incorporates aggregate indirect country exposure associated with investments in underlying fund(s). The table excludes short-term investment(s) and any investment in underlying fund(s) that is less than 3% of invested assets. The table includes values of derivative contracts.

***  The "Euro Region" is comprised of Belgium, Finland, France, Germany, Ireland, Italy, the Netherlands and Spain.

1




GMO International Bond Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Par Value /
Principal Amount
  Description   Value ($)  
      DEBT OBLIGATION(S) 5.9%          
      Australia — 0.2%          
      Asset-Backed Securities          
USD 814,426     Medallion Trust, Series 03-1G, Class A,
Variable Rate, 3 mo. LIBOR + .19%, 4.69%, due 12/21/33
    816,161    
      Canada — 1.8%          
      Foreign Government Obligations          
CAD 2,000,000     Government of Canada (Cayman), 7.25%, due 06/01/08     1,869,717    
CAD 2,000,000     Province of British Columbia, 7.88%, due 11/30/23     2,438,330    
GBP 1,500,000     Province of Quebec, 8.63%, due 11/04/11     3,117,702    
    Total Canada     7,425,749    
      United Kingdom — 0.9%          
      Asset-Backed Securities          
GBP 941,989     RMAC, Series 03-NS1X Class A2A, 144A, AMBAC,
Variable Rate, 3 mo. LIBOR + .45%, 5.09%, due 06/12/35
    1,658,126    
GBP 1,282,639     RMAC, Series 03-NS2A Class A2A, 144A, AMBAC,
Variable Rate, 3 mo. LIBOR + .40%, 5.04%, due 09/12/35
    2,255,051    
    Total United Kingdom     3,913,177    
      United States — 3.0%          
      U.S. Government          
USD 7,310,040     U.S. Treasury Inflation Indexed Note, 3.63%, due 01/15/08 (b) (c)      7,568,176    
USD 5,000,000     U.S. Treasury Note, 4.00%, due 09/30/07 (a)      4,944,531    
    Total United States     12,512,707    
    TOTAL DEBT OBLIGATION(S) (COST $22,565,506)     24,667,794    
      CALL OPTIONS PURCHASED 0.3%          
      Currency Options — 0.3%          
  23,100,000     AUD Call/USD Put, Expires 06/07/06, Strike 0.744     268,819    

 

See accompanying notes to the financial statements.

2



GMO International Bond Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Principal Amount /
Shares / Par Value ($)
  Description   Value ($)  
      Currency Options — continued        
  2,600,000,000     JPY Call/USD Put, Expires 4/18/06, Strike 118.50     700,700    
  2,600,000,000     JPY Call/USD Put, Expires 4/4/06, Strike 116.3     354,874    
      1,324,393    
    TOTAL CALL OPTIONS PURCHASED (COST $1,289,463)     1,324,393    
      FORWARD START OPTIONS — 0.0%        
      Currency Options — 0.0%        
  3,240,000,000     JPY Put/USD Call, Expires 09/18/06, Strike TBD     12,506    
    TOTAL FORWARD START OPTIONS (COST $0)     12,506    
      MUTUAL FUNDS — 93.3%        
  1,147,488     GMO Emerging Country Debt Fund, Class III (d)      12,966,615    
  11,541,722     GMO Short-Duration Collateral Fund (d)      295,468,092    
  37,466     GMO Special Purpose Holding Fund (d)      308,345    
  3,338,659     GMO World Opportunity Overlay Fund (d)      84,234,362    
  1,360,202     Merrimac Cash Series, Premium Class (e)      1,360,202    
    TOTAL MUTUAL FUNDS (COST $390,812,511)     394,337,616    
      SHORT-TERM INVESTMENT(S) — 0.7%        
  106,908     American Beacon Money Market Select Fund (e)      106,908    
  347,450     BGI Institutional Money Market Fund (e)      347,450    
  160,362     Fortis Bank Eurodollar Term Fixed Rate Yankee
Certificate of Deposit, 4.53%, due 03/23/06 (e) 
    160,362    
  534,539     Goldman Sachs Group Inc. Repurchase Agreement, dated 02/28/06,
due 03/01/06, with a maturity value of $534,539 and an effective yield of
4.60%, collateralized by various corporate debt obligations with
an aggregate market value of $545,229. (e) 
    534,539    

 

See accompanying notes to the financial statements.

3



GMO International Bond Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Par Value ($) /
Shares
  Description   Value ($)  
      SHORT-TERM INVESTMENT(S) — continued        
  481,085     Merrill Lynch & Co. Tri Party Repurchase Agreement, dated 02/28/06,
due 03/01/06, with a maturity value of $481,085 and an effective yield of
4.55%, collateralized by various U.S. government obligations with
an aggregate market value of $493,527. (e) 
    481,085    
  389,808     Morgan Stanley & Co. Repurchase Agreement, dated 02/28/06,
due 03/01/06, with a maturity value of $389,808 and an effective yield of
4.55%, collateralized by various U.S. government obligations with an
aggregate market value of $397,607. (e) 
    389,808    
  320,723     National Australia Bank Eurodollar Overnight Time Deposit, 4.56%,
due 03/01/06 (e)  
    320,723    
  213,815     Rabobank Nederland Eurodollar Overnight Time Deposit, 4.52%,
due 03/01/06 (e) 
    213,815    
  160,362     Royal Bank of Scotland Eurodollar Term Fixed Rate Yankee
Certificate of Deposit, 4.55%, due 03/31/06 (e) 
    160,362    
  328,628     Svenska Handlesbanken Eurodollar Overnight Time Deposit,
4.57%, due 03/01/06 (e) 
    328,628    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $3,043,680)     3,043,680    
    TOTAL INVESTMENTS — 100.2%
(Cost $417,711,160)
    423,385,989    
      Other Assets and Liabilities (net) — (0.2%)     (858,117 )  
    TOTAL NET ASSETS — 100.0%   $ 422,527,872    

 

See accompanying notes to the financial statements.

4



GMO International Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
  Buys                            
  690     Canadian Government Bond 10 Yr.   June 2006   $ 68,468,740     $ (93,694 )  
  357     Euro BOBL   March 2006     47,720,252       (281,763 )  
  638     Euro Bund   March 2006     91,563,794       (348,214 )  
  85     Japanese Government Bond 10 Yr.
(TSE)
  March 2006     99,858,754       (816,470 )  
    $ (1,540,141 )  
  Sales                            
  244     Australian Government Bond 10 Yr.   March 2006   $ 19,098,830     $ 104,539    
  481     Australian Government Bond 3 Yr.   March 2006     36,438,955       65,432    
  147     U.S. Long Bond   June 2006     16,624,781       18,204    
  79     U.S. Treasury Note 10 Yr.   June 2006     8,524,594       8,614    
  448     U.S. Treasury Note 5 Yr. (CBT)   June 2006     47,124,000       (85,068 )  
  265     UK Gilt Long Bond   June 2006     52,717,107       222,327    
    $ 334,048    

 

As of February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

See accompanying notes to the financial statements.

5



GMO International Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Forward Currency Contracts


Settlement
Date
 

Deliver/Receive
 

Units of Currency
 

Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys                              
3/21/06   AUD     80,800,000     $ 59,966,167     $ (250,292 )  
3/28/06   CAD     2,000,000       1,760,982       47,920    
4/18/06   CHF     23,900,000       18,303,246       (180,899 )  
4/25/06   EUR     170,600,000       203,998,488       (532,828 )  
4/11/06   GBP     19,800,000       34,738,553       88,836    
3/07/06   JPY     19,670,000,000       170,035,579       (21,917 )  
5/02/06   NZD     35,100,000       23,142,132       78,088    
    $ (771,092 )  
Sales                              
3/21/06   AUD     62,900,000     $ 46,681,583     $ 474,900    
3/28/06   CAD     13,300,000       11,710,531       (98,534 )  
4/18/06   CHF     32,200,000       24,659,603       106,739    
4/25/06   EUR     33,600,000       40,177,897       (92,229 )  
3/07/06   JPY     10,480,000,000       90,593,435       1,004,321    
    $ 1,395,197    

 

Forward Cross Currency Contracts

Settlement
Date
  Deliver/
Units of Currency
  Receive/In Exchange For   Net Unrealized
Appreciation
(Depreciation)
 
3/14/06   EUR 27,000,000     NOK 214,253,100     $ (433,977 )  
4/04/06   EUR 24,500,000     SEK 226,428,020       (578,133 )  
4/04/06   SEK 280,469,430     EUR 30,000,000       301,209    
3/14/06   NOK 114,199,645     EUR 14,200,000       3,057    
    $ (707,844 )  

 

See accompanying notes to the financial statements.

6



GMO International Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Swap Agreements

Interest Rate Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable
Rate
  Net
Unrealized
Appreciation
(Depreciation)
 
  87,000,000     SEK   3/17/2008   JP Morgan                    
   
                Chase Bank   Receive     2.90 %   3 Month SEK STIBOR   $ 7,968    
  87,000,000     SEK   3/15/2011   Citigroup   Receive     3.40 %   3 Month SEK STIBOR     2,416    
  30,000,000     SEK   3/15/2011   Deutsche Bank AG   Receive     3.40 %   3 Month SEK STIBOR     833    
  10,000,000     SEK     3/15/2011   JP Morgan
Chase Bank
  Receive     3.40 %   3 Month SEK STIBOR     278    
  22,000,000     CHF   3/15/2011   Deutsche Bank AG   (Pay)     2.25 %   6 Month CHF LIBOR     13,241    
  116,000,000     SEK   3/15/2013   Deutsche Bank AG   Receive     3.50 %   3 Month SEK STIBOR     (32,354 )  
  25,000,000     SEK   3/15/2013   JP Morgan
Chase Bank
  Receive     3.50 %   3 Month SEK STIBOR     (6,973 )  
  10,000,000     CHF   3/15/2013   JP Morgan
Chase Bank
  (Pay)     2.40 %   6 Month CHF LIBOR     (420 )  
  82,000,000     SEK   3/15/2016   Deutsche Bank AG   Receive     3.75 %   3 Month SEK STIBOR     79,579    
  65,000,000     SEK   3/15/2016   JP Morgan
Chase Bank
  Receive     3.75 %   3 Month SEK STIBOR     63,081    
  12,900,000     CHF   3/15/2016   Deutsche Bank AG   (Pay)     2.50 %   6 Month CHF LIBOR     32,103    
  5,000,000     EUR   3/21/2030   UBS Warburg   Receive     5.90 %   3 Month Floating Rate
EUR LIBOR
    1,870,341    
                            $ 2,030,093    

 

See accompanying notes to the financial statements.

7



GMO International Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Total Return Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Net
Unrealized
Appreciation
(Depreciation)
 
  112,000,000     USD   7/21/2006   JP Morgan Chase   1 month LIBOR   Return on JP Morgan Non-    
   
      Bank     – 0.01 %   U.S. Hedged Traded Total    
   
          Return Government    
   
          Bond Index   $ (304,879 )  
  33,000,000     USD   7/21/2006   JP Morgan Chase   1 month LIBOR   Return on JP Morgan Non-    
   
      Bank     U.S. Hedged Traded    
   
          Total Return Government    
   
          Bond Index     (89,895 )  
                        $ (394,774 )  

 

Notes to Schedule of Investments:

144A - Securities exempt from registration under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional investors.

AMBAC - Insured as to the payment of principal and interest by AMBAC Assurance Corporation.

LIBOR - London Interbank Offered Rate

STIBOR - Stockholm Interbank Offered Rate

Variable rates - The rates shown on variable rate notes are the current interest rates at February 28, 2006, which are subject to change based on the terms of the security.

*  Non-income producing security.

(a)  Indexed security in which price and/or coupon is linked to prices of other securities, securities indices, or other financial indicators (Note 2).

(b)  All or a portion of this security has been segregated to cover margin requirements on open financial futures contracts and open swap contracts (Note 2).

(c)  All or a portion of this security is out on loan (Note 2).

(d)  Affiliated issuer (Note 8).

(e)  All or a portion of this security represents investment of security lending collateral (Note 2).

Currency Abbreviations:

AUD - Australian Dollar

CAD - Canadian Dollar

CHF - Swiss Franc

EUR - Euro

GBP - British Pound

JPY - Japanese Yen

NOK - Norwegian Krone

NZD - New Zealand Dollar

SEK - Swedish Krona

USD - United States Dollar

See accompanying notes to the financial statements.

8




GMO International Bond Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value, including securities on loan of $3,035,942
(cost $28,258,851) (Note 2)
  $ 30,408,575    
Investments in affiliated issuers, at value (cost $389,452,309) (Notes 2 and 8)     392,977,414    
Receivable for Fund shares sold     35,000    
Interest receivable     363,014    
Unrealized appreciation on open forward currency and cross currency contracts (Note 2)     2,105,070    
Receivable for variation margin on open futures contracts (Note 2)     379,338    
Receivable for open swap contracts (Note 2)     2,069,840    
Periodic payments from open swap agreements (Note 2)     240,111    
Receivable for expenses reimbursed by Manager (Note 3)     23,759    
Total assets     428,602,121    
Liabilities:  
Foreign cash due to custodian (cost $81,500)     80,515    
Collateral on securities loaned (Note 2)     3,150,588    
Payable for Fund shares repurchased     4,500    
Payable to affiliate for (Note 3):  
Management fee     82,014    
Shareholder service fee     49,209    
Trustees and Chief Compliance Officer fees     553    
Unrealized depreciation on open forward currency and cross currency contracts (Note 2)     2,188,809    
Payable for open swap contracts (Note 2)     434,521    
Accrued expenses     83,540    
Total liabilities     6,074,249    
Net assets   $ 422,527,872    
Net assets consist of:  
Paid-in capital   $ 433,460,827    
Distributions in excess of net investment income     (5,102,178 )  
Accumulated net realized loss     (11,788,263 )  
Net unrealized appreciation     5,957,486    
    $ 422,527,872    
Net assets attributable to:  
Class III shares   $ 422,527,872    
Shares outstanding:  
Class III     44,162,688    
Net asset value per share:  
Class III   $ 9.57    

 

See accompanying notes to the financial statements.

9



GMO International Bond Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Interest (including securities lending income of $360)   $ 1,621,961    
Dividends from affiliated issuers (Note 8)     9,846,899    
Total investment income     11,468,860    
Expenses:  
Management fee (Note 3)     1,139,421    
Shareholder service fee – Class III (Note 3)     683,653    
Custodian, fund accounting agent and transfer agent fees     192,080    
Audit and tax fees     55,233    
Legal fees     9,039    
Trustees fees and related expenses (Note 3)     8,146    
Registration fees     9,071    
Miscellaneous     8,285    
Total expenses     2,104,928    
Fees and expenses reimbursed by Manager (Note 3)     (267,717 )  
Indirectly incurred fees waived or borne by Manager (Note 3)     (58,372 )  
Shareholder service fee waived – Class III (Note 3)     (21,306 )  
Net expenses     1,757,533    
Net investment income (loss)     9,711,327    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers     (3,961,895 )  
Investments in affiliated issuers     2,228,944    
Realized gains distributions from affiliated issuers (Note 8)     996,811    
Closed futures contracts     6,760,844    
Closed swap contracts     774,271    
Foreign currency, forward contracts and foreign currency related transactions     (40,301,789 )  
Net realized gain (loss)     (33,502,814 )  
Change in net unrealized appreciation (depreciation) on:  
Investments     (2,344,491 )  
Open futures contracts     (41,945 )  
Open swap contracts     (387,589 )  
Foreign currency, forward contracts and foreign currency related transactions     (4,834,295 )  
Net unrealized gain (loss)     (7,608,320 )  
Net realized and unrealized gain (loss)     (41,111,134 )  
Net increase (decrease) in net assets resulting from operations   $ (31,399,807 )  

 

See accompanying notes to the financial statements.

10



GMO International Bond Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 9,711,327     $ 5,508,928    
Net realized gain (loss)     (33,502,814 )     31,679,192    
Change in net unrealized appreciation (depreciation)     (7,608,320 )     2,505,047    
Net increase (decrease) in net assets from operations     (31,399,807 )     39,693,167    
Distributions to shareholders from:  
Net investment income  
Class III     (14,894,446 )     (31,212,330 )  
Net realized gains  
Class III     (287,353 )     (1,835,152 )  
      (15,181,799 )     (33,047,482 )  
Net share transactions (Note 7):  
Class III     30,744,414       160,704,821    
Increase (decrease) in net assets resulting from net share transactions     30,744,414       160,704,821    
Total increase (decrease) in net assets     (15,837,192 )     167,350,506    
Net assets:  
Beginning of period     438,365,064       271,014,558    
End of period (including distributions in excess of net
investment income of $5,102,178 and accumulated
undistributed net investment income of $9,101,507,
respectively)
  $ 422,527,872     $ 438,365,064    

 

See accompanying notes to the financial statements.

11




GMO International Bond Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 10.61     $ 10.38     $ 9.94     $ 9.05     $ 9.44    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.21       0.17       0.20       0.20       0.44    
Net realized and unrealized gain (loss)     (0.93 )     1.02       1.94       2.00       (0.80 )  
Total from investment operations     (0.72 )     1.19       2.14       2.20       (0.36 )  
Less distributions to shareholders:  
From net investment income     (0.31 )     (0.91 )     (0.71 )     (1.31 )     (0.03 )  
From net realized gains     (0.01 )     (0.05 )     (0.99 )              
Total distributions     (0.32 )     (0.96 )     (1.70 )     (1.31 )     (0.03 )  
Net asset value, end of period   $ 9.57     $ 10.61     $ 10.38     $ 9.94     $ 9.05    
Total Return(b)      (6.83 )%     11.81 %     23.17 %     25.17 %     (3.80 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 422,528     $ 438,365     $ 271,015     $ 122,521     $ 135,048    
Net expenses to average daily net assets(c)      0.39 %     0.39 %     0.39 %     0.38 %     0.38 %  
Net investment income to average
daily net assets(a) 
    2.13 %     1.65 %     1.98 %     1.96 %     4.73 %  
Portfolio turnover rate     36 %     51 %     26 %     40 %     36 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.08 %     0.09 %     0.12 %     0.11 %     0.11 %  

 

(a)  Net investment income is affected by the timing of the declaration of the dividends by the underlying fund(s) in which the Fund invests.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(c)  Net expenses exclude expenses incurred indirectly through investment in underlying funds (See Note 3).

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

12




GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO International Bond Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return through direct and indirect investment in foreign bond and currency markets, primarily by investing in other fund(s) of the Trust "(underlying fund(s)"), including GMO Short-Duration Collateral Fund, GMO World Opportunity Overlay Fund and GMO Emerging Country Debt Fund and "synthetic" bonds (created by the Manager by combining a futures contract, swap contract, or option, on a fixed income security with cash, a cash equivalent, or another fixed income security). The Fund's benchmark is the JPMorgan Non-U.S. Government Bond Index.

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, upon request, without charge by calling (617) 346-7646 (collect). Shares of the GMO Short-Duration Collateral Fund, the GMO World Opportunity Overlay Fund and the GMO Special Purpose Holding Fund are not publicly available for direct purchase.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of underlying fund(s) and other mutual funds are valued at their net asset value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction. A security's

13



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value.

Some fixed income securities are valued at the closing bid for such securities as supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager is informed of erratic or unusual movements (including unusual inactivity) in the prices supplied for a security and, at its discretion, may override a price supplied by a source (by taking a price supplied by another source).

Certain investments in securities held by the Fund, or underlying fund(s) in which it invests, are valued on the basis of a price provided by a principal market maker. The prices provided by the principal market maker may differ from the value that would be realized if the securities were sold and the differences could be material to the financial statements. As of February 28, 2006, the total value of these securities represented 28.6% of net assets.

GMO Special Purpose Holding Fund ("SPHF"), a holding of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. In July of 2005, SPHF entered into a settlement agreement with one defendant in the lawsuit and the Fund received $233,673 indirectly in conjunction with the settlement. In April of 2006, SPHF entered into an additional settlement agreement with another defendant and the Fund indirectly received $1,300,783 (approximately $0.03 per share as of April 18, 2006) in conjunction with that settlement. Those settlement proceeds received in April of 2006 are not reflected in the net asset value of the Fund as of February 28, 2006. The outcome of the lawsuits against the remaining defendants is not predictable and any potential recoveries are not reflected in the net asset value of the Fund. To the extent additional recoveries are realized, such recoveries may be material to the net asset value of the Fund.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange

14



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. The value of the currencies the Fund has committed to buy or sell is shown in the Schedule of Investments and represents the currency exposure the Fund has acquired or hedged through forward currency contracts as of February 28, 2006.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with the futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency

15



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. See the Schedule of Investments for open purchased option contracts entered into by the Fund as of February 28, 2006.

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. See the Schedule of Investments for indexed securities held by the Fund as of February 28, 2006.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into interest rate, total return, forward swap spread lock and credit default swap agreements. Interest rate swap agreements involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the

16



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. Forward swap spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. The Fund may use credit default swaps to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where the Fund owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreements. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. See the Schedule of Investments for a summary of open swap agreements entered into by the Fund as of February 28, 2006.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. See the Schedule of Investments for open repurchase agreements entered into by the Fund as of February 28, 2006.

17



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities the Fund has sold but is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. As of February 28, 2006, the Fund did not enter into any reverse repurchase agreements.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. As of February 28, 2006, the Fund had loaned securities having a market value of $3,035,942 collateralized by cash in the amount of $3,150,588, which was invested in short-term instruments.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $14,894,446 and $32,298,440, respectively and long-term capital gains – $287,353 and $749,042, respectively.

18



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, the Fund elected to defer to March 1, 2006 post-October capital losses of $21,531,334.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 413,211,271     $ 10,453,473     $ (278,755 )   $ 10,174,718    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to certain differences in the computation of distributable income and capital gains due to foreign currency transactions and certain differences in the computation of distributable income and capital gains under U.S. federal tax rules versus U.S. GAAP. The financial highlights exclude these adjustments.

Distributions
in Excess of Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ (9,020,566 )   $ 17,324,937     $ (8,304,371 )  

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities is accrued daily based upon an inflation adjusted principal. Additionally, any increase in the principal or face amount of the securities adjusted for inflation is recorded as interest income. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature

19



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying fund(s). Because the underlying fund(s) have varied expense and fee levels and the Fund may own different proportions of underlying fund(s) at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

Investment risks

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times may be more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.25% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for Class III shares. The Fund may invest in Class III shares of GMO Emerging Country Debt Fund ("ECDF"). Like the management fee (as described below), the Fund's shareholder service fee will be waived (but not below zero) to the extent of the indirect shareholder service fees paid in connection with the Fund's investment in ECDF. The Fund does not incur any indirect shareholder service fees as a result of the Fund's investment in GMO Short-Duration Collateral Fund ("SDCF"), GMO Special Purpose Holding Fund ("SPHF") and GMO World Opportunity Overlay Fund ("Overlay Fund").

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total direct annual operating expenses plus the amount of indirect fees and operating expenses incurred through its investment in underlying fund(s) exceed 0.25% of the average daily net assets, with such indirect expenses subject to a maximum total reimbursement to the Fund equal to 0.25% of the Fund's average daily net assets. For purposes of this calculation, the Fund's total direct annual operating expenses excludes shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees) ("Trustees fees"), and the following investment-related costs: brokerage commissions, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes. Additionally, the indirect fees and operating expenses incurred through investment in underlying fund(s) excludes investment-related expenses and Trustees fees. Through June 29, 2004, the indirect Trustees fees incurred by the Fund through its investment in ECDF were not excluded.

20



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

The Fund incurs fees and expenses indirectly as a shareholder in the underlying fund(s). For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect
Interest
Expense
  Total Indirect
Expenses
 
  0.017 %     0.005 %     0.016 %     0.038 %  

 

      

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $5,020 and $2,835, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 28, 2006, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $ 4,988,672     $    
Investments (non-U.S. Government securities)     158,289,829       166,380,585    

 

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related parties

As of February 28, 2006, 48.8% of the outstanding shares of the Fund were held by three shareholders, each holding in excess of 10% of the Fund's outstanding shares. Investment activities of these shareholders may have a material effect on the Fund.

21



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, 0.9% of the Fund's shares were held by seven related parties comprised of certain GMO employee accounts, and 49.1% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     9,855,130     $ 99,990,204       13,143,558     $ 138,918,584    
Shares issued to shareholders
in reinvestment of distributions
    1,466,265       14,090,802       2,982,381       31,230,984    
Shares repurchased     (8,493,772 )     (83,336,592 )     (905,666 )     (9,444,747 )  
Net increase (decrease)     2,827,623     $ 30,744,414       15,220,273     $ 160,704,821    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the securities of these issuers during the year ended February 28, 2006 is set forth below:



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Emerging Country
Debt Fund, Class III
  $ 13,036,542     $ 2,883,792     $ 3,350,000     $ 1,513,057     $ 670,735     $ 12,966,615    
GMO Short-Duration
Collateral Fund
    297,103,689       137,633,842       143,100,000       8,333,842             295,468,092    
GMO Special Purpose
Holding Fund
    581,096                         326,076       308,345 *   
GMO World Opportunity
Overlay Fund
    88,260,749       12,275,000       16,500,000                   84,234,362    
Totals   $ 398,982,076     $ 152,792,634     $ 162,950,000     $ 9,846,899     $ 996,811     $ 392,977,414    

 

*  After the effect of return of capital distributions of $206,540 and $58,414 on April 5, 2005 and February 21, 2006, respectively.

22




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO International Bond Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO International Bond Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

23



GMO International Bond Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.43 %   $ 1,000.00     $ 971.60     $ 2.10    
2) Hypothetical     0.43 %   $ 1,000.00     $ 1,022.66     $ 2.16    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

24



GMO International Bond Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $287,353 from long-term capital gains.

25



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005) ; Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

26



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004) ; and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

27



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002;Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

28



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

29




GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Fixed Income Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Emerging Country Debt Fund returned +19.5% for the fiscal year ended February 28, 2006, as compared to +13.1% for the JPMorgan Emerging Markets Bond Index Global (EMBIG).

The Fund outperformed the benchmark during the fiscal year by 6.4%. EMBIG spreads over U.S. Treasuries tightened 93 basis points to 187 basis points (net of the effect of changes in the composition of the index's Argentina sub-component), while the yield on the 10-year U.S. Treasury bond rose by 17 basis points to 4.55%. The EMBIG return of +13.1% was driven by carry (the yield on the index averaged 7%) and capital gains from spread tightening, despite the 17 basis point increase in U.S. interest rates.

The biggest gainers of the fiscal year were Ivory Coast (+47.8%), Argentina (+25.2%), Venezuela (+23.8%), and Dominican Republic (+23.8%). Latin American countries outperformed those outside the region, +15.4% to +10.0%. The worst performing countries for the year were Bulgaria (+1.3%), Tunisia (+1.4%), and China (+2.9%).

Market selection added value, primarily from the Venezuela and Ivory Coast overweights and the Malaysia and China underweights. Overweighting Ukraine and underweighting Philippines detracted from value added. Security selection added 530 basis points of positive alpha in total. Positions in Brazil were the largest contributor, as credit default swaps and currency options added value. Bond selection was also highly positive in Russia, Turkey, and Mexico.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.





GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligation(s)     85.3 %  
Loan Participations     6.8    
Loan Assignments     6.6    
Call Options Purchased     4.4    
Swaps     4.4    
Mutual Funds     0.9    
Rights and Warrants     0.7    
Promissory Notes     0.3    
Put Options Purchased     0.2    
Short-Term Investment(s)     0.1    
Forward Currency Contracts     0.1    
Futures     0.0    
Written Options     (1.6 )  
Reverse Repurchase Agreements     (17.6 )  
Other     9.4    
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

1



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Country Summary**   % of Investments  
Brazil     18.0 %  
Mexico     16.2    
Russia     12.6    
Venezuela     10.5    
Turkey     10.3    
Colombia     4.0    
Ukraine     3.7    
Philippines     3.0    
Uruguay     2.3    
Argentina     2.1    
Peru     1.9    
Qatar     1.3    
Indonesia     1.3    
Nigeria     1.2    
Ecuador     1.1    
Algeria     1.0    
India     0.9    
Thailand     0.9    
Ivory Coast     0.8    
Vietnam     0.7    
Malaysia     0.7    
Jamaica     0.6    
Serbia     0.6    
Dominican Republic     0.6    
Chile     0.5    
Panama     0.5    
Poland     0.5    
Egypt     0.4    
Africa     0.4    
South Africa     0.4    
Bosnia     0.3    
Morocco     0.3    
El Salvador     0.3    
Costa Rica     0.2    
China     0.2    
Nicaragua     0.2    
Tunisia     0.2    
Belize     0.1    
Trinidad & Tobago     0.1    
Bulgaria     (0.1 )  
Lebanon     (0.1 )  
Romania     (0.1 )  
South Korea     (0.6 )  
      100.0 %  

 

**  The table above incorporates aggregate indirect country exposure associated with investments in underlying fund(s). The table excludes short-term investment(s) and any investment in underlying fund(s) that is less than 3% of invested assets. The table includes values of derivative contracts.

2




GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

    Par Value   Description   Value ($)  
        DEBT OBLIGATION(S) — 80.9%  
        Argentina — 7.8%  
        Foreign Government Obligations  
USD     24,087     Republic of Argentina, 8.28%, due 12/31/33     23,461    
USD     3,433,525     Republic of Argentina Capitalization Bond, 12.25%, due 06/19/18 (a)      1,098,728    
USD     45,720,000     Republic of Argentina Capitalization Bond, 12.00%, due 06/19/31 (a)      14,630,400    
USD     32,000,000     Republic of Argentina Discount Bond, Series L-GL,
Variable Rate, 6 mo. LIBOR + .81%, 5.44%, due 03/31/23 (a) 
    16,640,000    
DEM     3,830,000     Republic of Argentina Discount Bond,
Variable Rate, 6 mo. DEM LIBOR + .81%, 3.40%, due 03/31/23 (a) 
    1,213,902    
ARS     220,171,475     Republic of Argentina GDP linked, 0.00%, due 12/15/35 (a) (b) (c)      16,921,387    
DEM     5,000,000     Republic of Argentina Global Bond, 9.00%, due 11/19/08 (a)      822,840    
ARS     7,400,813     Republic of Argentina Global Bond, 2.00%, due 02/04/18 (a)      2,845,382    
USD     26,545,000     Republic of Argentina Global Bond, 12.13%, due 02/25/19 (a)      7,963,500    
USD     6,931,000     Republic of Argentina Global Bond, 12.00%, due 02/01/20 (a)      2,079,300    
USD     3,540,000     Republic of Argentina Global Bond, 8.88%, due 03/01/29 (a)      920,400    
ARS     28,000,000     Republic of Argentina Global Bond, 0.63%, due 12/31/38 (c)      4,022,336    
USD     31,390,000     Republic of Argentina Global Bond, Reg. S,
Variable Rate, 3 mo. LIBOR + .58%, 10.30%, due 04/06/04 (a) 
    8,396,825    
USD     198,230     Republic of Argentina Global Bond, Series 2008, Step Up, 15.50%,
due 12/19/08 (a) 
    61,451    
USD     8,000,000     Republic of Argentina Global Bond, Series BT04, 9.38%, due 09/19/27 (a)      2,400,000    
DEM     20,000,000     Republic of Argentina Global Bond, Series DM, 5.87%, due 03/31/23 (a)      7,070,328    
EUR     3,500,000     Republic of Argentina Global Bond, Series FEB, Step Down, 8.00%,
due 02/26/08 (a) 
    1,350,798    
USD     15,000,000     Republic of Argentina Global Par Bond, Series L-GP,
Variable Rate, Step Up, 6.00%, due 03/31/23 (a) 
    7,800,000    
USD     2,000,000     Republic of Argentina Pro 4, 2.00%, due 12/28/10 (a)      335,000    
JPY     500,000,000     Republic of Argentina Series EMTN, 7.40%, due 04/25/06 (a) (c)      1,339,035    
EUR     2,500,000     Republic of Argentina Series EMTN,
Variable Rate, 3 mo. EURIBOR +5.10%, 7.59%, due 12/22/04 (a) 
    774,865    
EUR     112,500,000     Republic of Argentina, Step Up, 1.20%, due 12/31/38     54,482,695    
USD     164,600,000     Republic of Argentina, Step Up, 1.33%, due 12/31/38     66,251,500    
      219,444,133    

 

See accompanying notes to the financial statements.

3



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

    Par Value   Description   Value ($)  
        Belize — 0.1%  
        Foreign Government Obligations  
USD     4,000,000     Belize Government International Bond, 9.50%, due 08/15/12     3,700,000    
        Bosnia & Herzegovina — 0.5%  
        Foreign Government Obligations  
DEM     24,739,120     Bosnia & Herzegovina, Series A, Step Up,
Variable Rate, 6 mo. DEM LIBOR + .81%, 3.50%, due 12/11/17
    13,080,830    
        Brazil — 13.7%  
        Foreign Government Obligations  
USD     38,236,106     Brazil DCB (Bearer), Series 18 Yr,
Variable Rate, 6 mo. LIBOR + .88%, 5.25%, due 04/15/12
    38,236,106    
USD     68,442,440     Brazil DCB (Registered),
Variable Rate, 6 mo. LIBOR + .88%, 5.25%, due 04/15/12
    68,442,440    
USD     29,525,000     Brazil Discount ZL Bond, Series 30 Yr,
Variable Rate, 6 mo. LIBOR + .81%, 5.19%, due 04/15/24
    29,525,000    
USD     14,172,765     Brazil FLIRB (Registered),
Variable Rate, 6 mo. LIBOR + .81%, 5.19%, due 04/15/09
    14,155,049    
USD     5,537,732     Brazil MYDFA Trust Certificates, 144A,
Variable Rate, 6 mo. LIBOR + .81%, 5.94%, due 09/15/07
    5,537,732    
USD     10,533,484     Brazilian Government International Exit Bonds, 6.00%, due 09/15/13     10,533,484    
USD     527,304     Brazilian Government International Exit Bonds Odd Lot, 6.00%, due 09/15/13     516,758    
USD     14,000,000     Republic of Brazil, 8.75%, due 02/04/25     16,919,000    
USD     56,000,000     Republic of Brazil, 8.25%, due 01/20/34     66,976,000    
USD     101,000,000     Republic of Brazil, 11.00%, due 08/17/40 (b)      134,229,000    
      385,070,569    
        China — 0.3%  
        Foreign Government Obligations  
USD     7,500,000     China Government International Bond, 6.80%, due 05/23/11     8,033,812    

 

See accompanying notes to the financial statements.

4



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

    Par Value   Description   Value ($)  
        Colombia — 0.5%  
        Foreign Government Obligations  
USD     8,000,000     Republic of Colombia, 8.70%, due 02/15/16     9,040,000    
USD     3,800,000     Republic of Colombia, 11.85%, due 03/09/28     5,016,000    
      14,056,000    
        Costa Rica — 0.3%  
        Foreign Government Obligations  
USD     3,000,000     Republic of Costa Rica, Reg S, 8.05%, due 01/31/13     3,277,500    
USD     3,710,000     Republic of Costa Rica, Reg S, 10.00%, due 08/01/20     4,748,800    
      8,026,300    
        Dominican Republic — 1.5%  
        Foreign Government Obligations  
USD     2,355,962     Dominican Republic Bond,
Variable Rate, 6 mo. LIBOR + .81%, 5.81%, due 08/30/09
    2,338,292    
USD     42,557,000     Dominican Republic Bond,
Variable Rate, 6 mo. LIBOR + .81%, 5.39%, due 08/30/24
    39,578,010    
      41,916,302    
        Ecuador — 1.3%  
        Foreign Government Obligations  
USD     2,755,597     Republic of Ecuador PDI (Global Bearer Capitalization Bond), PIK,
Variable Rate, 6 mo. LIBOR + .81%, 5.81%, due 02/27/15 (c) 
    1,561,505    
USD     2,000,000     Republic of Ecuador, 144A, 9.38%, due 12/15/15     2,095,000    
USD     33,587,000     Republic of Ecuador, Variable Rate, Step Up, 9.00%,
due 08/15/30
    33,251,130    
      36,907,635    

 

See accompanying notes to the financial statements.

5



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

    Par Value   Description   Value ($)  
        El Salvador — 0.4%  
        Foreign Government Obligations  
USD     7,000,000     Republic of El Salvador, Reg S, 8.50%, due 07/25/11     7,875,000    
USD     4,000,000     Republic of El Salvador, Reg S, 8.25%, due 04/10/32     4,680,000    
      12,555,000    
        Iraq — 0.4%  
        Foreign Government Obligations  
USD     16,000,000     Republic of Iraq, 144A, 5.80%, due 01/15/28     11,400,000    
        Ivory Coast — 1.2%  
        Foreign Government Obligations  
FRF     37,500,000     Ivory Coast Discount Bond, Series FF,
Variable Rate, Step Up, 3.00%, due 03/31/28 (a) 
    2,317,115    
FRF     155,755,000     Ivory Coast FLIRB,
Variable Rate, Step Up, 2.50%, due 03/29/18 (a) 
    21,209,356    
FRF     256,889,500     Ivory Coast PDI, Series FF,
Variable Rate, Step Up, 1.90%, due 03/30/18 (a) 
    11,204,563    
      34,731,034    
        Jamaica — 0.8%  
        Corporate Debt — 0.7%  
USD     17,000,000     Air Jamaica Ltd., Reg S, 144A, 9.38%, due 07/08/15     17,637,500    
        Foreign Government Obligations — 0.1%  
USD     3,000,000     Government of Jamaica, 10.63%, due 06/20/17     3,492,000    
    Total Jamaica     21,129,500    
        Kazakhstan — 0.1%  
        Foreign Government Obligations  
USD     4,000,000     Kaztransoil, Reg S, 8.50%, due 07/06/06     4,040,000    

 

See accompanying notes to the financial statements.

6



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

    Par Value   Description   Value ($)  
        Luxembourg — 0.7%  
        Corporate Debt  
USD     19,000,000     VTB Capital SA, Reg S, 6.25%, due 06/30/35     19,592,800    
        Malaysia — 1.3%  
        Corporate Debt — 1.0%  
MYR     45,000,000     Transshipment Megahub Berhad, Series C, 5.45%, due 11/03/09     12,576,985    
MYR     50,000,000     Transshipment Megahub Berhad, Series F, 6.70%, due 11/03/12     14,592,194    
      27,169,179    
        Foreign Government Obligations — 0.3%  
USD     8,000,000     Malaysia Global Bond, 7.50%, due 07/15/11     8,845,038    
    Total Malaysia     36,014,217    
        Mexico — 10.3%  
        Corporate Debt — 2.4%  
USD     4,000,000     Pemex Project Funding Master Trust, 8.63%, due 02/01/22     4,960,000    
USD     16,500,000     Pemex Project Funding Master Trust, 144A, 9.50%, due 09/15/27     22,481,250    
EUR     7,500,000     Pemex Project Funding Master Trust, Reg S, 6.38%, due 08/05/16     10,165,633    
USD     8,000,000     Pemex Project Funding Master Trust, Reg S, 6.63%, due 06/15/35     8,096,658    
GBP     7,689,000     Pemex Project Funding Master Trust, Series EMTN, 7.50%, due 12/18/13     15,206,902    
ITL     11,955,000,000     Petroleos Mexicanos, Series EMTN,
Variable Rate, 11.25% - 12 mo. IL LIBOR, 8.91%, due 03/04/08
    7,967,540    
      68,877,983    
        Foreign Government Obligations — 7.9%  
USD     89,500,000     United Mexican States, 8.30%, due 08/15/31 (b)      117,245,000    
USD     10,000,000     United Mexican States Global Bond, 11.50%, due 05/15/26     16,550,000    
ITL     28,000,000,000     United Mexican States, Series EMTN, 11.00%, due 05/08/17     27,366,455    
GBP     29,994,000     United Mexican States, Series GMTN, 6.75%, due 02/06/24     61,096,237    
      222,257,692    
    Total Mexico     291,135,675    

 

See accompanying notes to the financial statements.

7



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

    Par Value   Description   Value ($)  
        Nicaragua — 0.3%  
        Foreign Government Obligations  
USD     10,194,188     Republic of Nicaragua BPI Series E, 5.00%, due 02/01/11     8,636,924    
        Nigeria — 0.9%  
        Foreign Government Obligations  
USD     26,000,000     Central Bank of Nigeria Par Bond, Series WW, Step Up, 6.25%,
due 11/15/20
    26,000,000    
        Panama — 0.7%  
        Foreign Government Obligations  
USD     4,000,000     Republic of Panama, 7.13%, due 01/29/26     4,240,000    
USD     14,317,875     Republic of Panama PDI Bond,
Variable Rate, 6 mo. LIBOR + .81%, 5.56%, due 07/17/16
    14,031,517    
      18,271,517    
        Peru — 3.8%  
        Foreign Government Obligations  
USD     17,566,500     Peru FLIRB, Series 20 Yr,
Variable Rate, Step Up, 5.00%, due 03/07/17
    17,039,505    
USD     25,000,000     Peru Par Bond, Series 30 Yr,
Variable Rate, Step Up, 3.00%, due 03/07/27
    18,437,500    
USD     4,824,253     Peru Trust II, Series 98-A LB, 0.00%, due 02/28/16     3,473,462    
USD     10,490,607     Peru Trust, Series 97-I-P Class A3, 0.00%, due 12/31/15     5,943,558    
USD     5,000,000     Republic of Peru, 7.35%, due 07/21/25     5,262,500    
USD     40,381,000     Republic of Peru Discount Bond,
Variable Rate, 6 mo. LIBOR + .81%, 5.88%, due 03/07/27
    38,765,760    
EUR     13,700,000     Republic of Peru Global Bond, 7.50%, due 10/14/14     19,067,341    
      107,989,626    
        Philippines — 5.0%  
        Corporate Debt — 0.3%  
USD     8,500,000     National Power Corp. Global Bond, 8.40%, due 12/15/16     8,670,000    

 

See accompanying notes to the financial statements.

8



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

    Par Value   Description   Value ($)  
        Foreign Government Obligations — 4.7%  
USD     59,501,000     Central Bank of the Philippines, Series A, 8.60%, due 06/15/27     59,739,004    
USD     4,310,000     Central Bank of the Philippines, Series B,
Variable Rate, Step Up, 6.50%, due 12/01/17
    4,310,000    
EUR     12,000,000     Republic of Philippines, 9.13%, due 02/22/10     16,415,217    
USD     27,843,000     Republic of Philippines, 8.38%, due 02/15/11     30,173,459    
USD     7,450,000     Republic of Philippines, 10.63%, due 03/16/25     9,666,375    
USD     11,000,000     Republic of Philippines, 144A, 7.75%, due 01/14/31     11,055,000    
USD     1,600,000     Republic of Philippines, Series 92-B,
Variable Rate, 6 mo. LIBOR + .81%, 5.44%, due 12/01/09
    1,552,000    
      132,911,055    
    Total Philippines     141,581,055    
        Poland — 0.6%  
        Foreign Government Obligations  
USD     10,000,000     Delphes Co. No. 2 Ltd., Reg S, 7.75%, due 05/05/09     10,699,470    
USD     6,000,000     Poland Government International Bond, 6.25%, due 07/03/12     6,345,000    
      17,044,470    
        Qatar — 0.9%  
        Foreign Government Obligations  
USD     17,000,000     Qatar Government International Bond, Reg S, 9.75%, due 06/15/30     26,180,000    
        Russia — 8.8%  
        Corporate Debt — 2.5%  
USD     70,000,000     Volga Investments Ltd. Notes,
Variable Rate, 3 mo. LIBOR + 1.85%, 5.99%, due 04/02/08 (b) 
    70,280,000    
        Foreign Government Obligations — 6.3%  
EUR     45,000,000     Aries Vermogensverwaltung, Reg S, 7.75%, due 10/25/09     60,953,563    
USD     91,500,000     Aries Vermogensverwaltung, Reg S, 9.60%, due 10/25/14     117,463,125    
      178,416,688    
    Total Russia     248,696,688    

 

See accompanying notes to the financial statements.

9



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

    Par Value   Description   Value ($)  
        Serbia — 0.5%  
        Foreign Government Obligations  
USD     13,868,290     Republic of Serbia, 144A, Step Up, 3.75%, due 11/01/24     12,793,498    
USD     1,097,736     Republic of Serbia, Reg S, Step Up, 3.75%, due 11/01/24     1,012,661    
      13,806,159    
        South Africa — 0.1%  
        Foreign Government Agency  
ZAR     163,000,000     Eskom Holdings Ltd., 0.00%, due 12/31/32     3,525,538    
        South Korea — 0.2%  
        Foreign Government Agency  
USD     6,000,000     Export Import Bank of Korea, 7.10%, due 03/15/07     6,113,323    
        Thailand — 0.2%  
        Foreign Government Agency  
USD     5,000,000     PTT Public Co. Ltd., 144A, 5.75%, due 08/01/14     5,150,975    
        Tunisia — 0.1%  
        Foreign Government Obligations  
JPY     360,000,000     Banque Centrale De Tunisie, Series 6RG, 4.35%, due 08/15/17     3,638,720    
        Turkey — 1.7%  
        Foreign Government Obligations  
USD     10,000,000     Republic of Turkey, 11.88%, due 01/15/30 (b)      15,850,000    
USD     31,500,000     Republic of Turkey, 6.88%, due 03/17/36 (b)      31,893,750    
      47,743,750    
        Ukraine — 0.7%  
        Corporate Debt — 0.3%  
USD     9,000,000     Credit Suisse First Boston The EXIM of Ukraine, 6.80%, due 10/04/12     8,775,000    

 

See accompanying notes to the financial statements.

10



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

    Par Value   Description   Value ($)  
        Foreign Government Obligations — 0.4%  
USD     10,000,000     Dresdner Kleinwort Wasserstein for CJSC The EXIM of Ukraine, Note,
7.75%, due 09/23/09
    10,213,000    
USD     560,040     Ukraine Government International Bond Series, Reg S, 11.00%,
due 03/15/07
    575,441    
      10,788,441    
    Total Ukraine     19,563,441    
        United Kingdom — 0.3%  
        Asset-Backed Securities  
GBP     1,883,978     RMAC Plc, Series 03-NS1A, Class A2A, 144A, AMBAC,
Variable Rate, 3 mo. GBP LIBOR + .45%, 5.09%, due 06/12/35
    3,316,252    
GBP     3,206,596     RMAC Plc, Series 03-NS2A, Class A2A, 144A, AMBAC,
Variable Rate, 3 mo. GBP LIBOR + .40%, 5.04%, due 09/12/35
    5,637,628    
      8,953,880    
        United States — 3.2%  
        Asset-Backed Securities — 1.8%  
USD     4,000,000     Aircraft Finance Trust, Series 99-1A, Class A1,
Variable Rate, 1 mo. LIBOR + .48%, 5.05%, due 05/15/24
    2,540,000    
USD     879,859     California Infrastructure PG&E, Series 97-1, Class A7, 6.42%, due 09/25/08     883,017    
USD     1,161,244     Chevy Chase Mortgage Funding Corp., Series 03-4, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .34%, 4.72%, due 10/25/34
    1,162,638    
USD     3,256,332     CHYPS CBO Ltd., Series 1997-1A, Class A2A, 6.72%, due 01/15/10     1,660,729    
USD     3,797,309     CNL Commercial Mortgage Loan Trust, Series 03-2A, Class A1, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .44%, 5.26%, due 10/25/30
    3,823,207    
USD     4,516,556     Golden Securities Corp., Series 03-A, Class A1, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .30%, 4.87%, due 12/02/13
    4,517,595    
USD     15,000,000     Huntsman International Asset-Backed Securities Ltd., Series 1, Class A1,
Variable Rate, 1 mo. LIBOR + .39%, 4.96%, due 03/15/07
    14,983,050    
USD     10,000,000     Morgan Stanley ACES SPC, Series 04-15, Class I, 144A,
Variable Rate, 3 mo. LIBOR + .45%, 4.95%, due 12/20/09
    10,014,062    
USD     2,029,563     Quest Trust, Series 03-X4A, Class A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .43%, 5.01%, due 12/25/33
    2,033,007    
USD     422,310     Rhyno CBO Delaware Corp., Series 97-1, Class A-2, 144A,
Step Up, 6.33%, due 09/15/09
    423,193    
USD     10,313,033     SHYPPCO Finance Co., Series II, Class A-2B, 144A, 6.64%, due 06/15/10     9,797,381    
      51,837,879    

 

See accompanying notes to the financial statements.

11



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

    Par Value   Description   Value ($)  
        U.S. Government — 1.4%  
USD     37,768,540     U.S. Treasury Inflation Indexed Note, 3.63%, due 01/15/08 (d) (e)      39,108,019    
    Total United States     90,945,898    
        Uruguay — 3.0%  
        Foreign Government Obligations  
USD     350,000     Republic of Uruguay, 7.63%, due 01/20/12     346,500    
USD     1,000,000     Republic of Uruguay, 7.50%, due 03/15/15     1,060,000    
USD     1,000,000     Republic of Uruguay, 9.25%, due 05/17/17     1,185,000    
USD     28,270,738     Republic of Uruguay PIK Bond, 7.88%, due 01/15/33     30,249,690    
USD     4,056,000     Uruguay Government International Bond, 7.00%, due 04/07/08     4,137,120    
USD     400,000     Uruguay Government International Bond, 7.88%, due 03/25/09     409,000    
USD     5,650,000     Uruguay Government International Bond, 7.25%, due 05/04/09     5,650,000    
USD     75,000     Uruguay Government International Bond, 8.38%, due 09/26/11     80,250    
USD     24,500,000     Uruguay Government International Bond, 8.00%, due 11/18/22     26,460,000    
USD     69,106     Uruguay Government International Bond PIK, 7.88%, due 01/15/33     73,944    
JPY     1,648,000,000     Uruguay Government International Bond, Series 3BR, 2.50%,
due 03/14/11
    13,738,672    
      83,390,176    
        Venezuela — 7.8%  
        Foreign Government Obligations  
EUR     25,000,000     Republic of Venezuela, 11.00%, due 03/05/08     33,989,751    
EUR     8,400,000     Republic of Venezuela, 11.13%, due 07/25/11     13,017,732    
USD     7,000,000     Republic of Venezuela, 8.50%, due 10/08/14     7,945,000    
EUR     5,000,000     Republic of Venezuela, 7.00%, due 03/16/15     6,690,661    
USD     49,250,000     Republic of Venezuela, 9.38%, due 01/13/34 (b)      64,271,250    
USD     413,580     Republic of Venezuela DCB DL Odd Lot,
Variable Rate, 6 mo. LIBOR + .88%, 5.56%, due 12/18/07 (c) 
    409,445    
USD     4,304,348     Republic of Venezuela DCB IL,
Variable Rate, 6 mo. LIBOR + .88%, 5.56%, due 12/18/08
    4,239,783    
DEM     34,500,000     Republic of Venezuela Discount Bond,
Variable Rate, 6 mo. LIBOR + .81%, 3.13%, due 03/31/20 (c) 
    20,187,006    

 

See accompanying notes to the financial statements.

12



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

    Par Value   Description   Value ($)  
        Venezuela — continued  
CHF     5,713,600     Republic of Venezuela FLIRB, Series SFR,
Variable Rate, CHF 6 mo. LIBOR + .88%, 1.75%, due 03/31/07
    4,311,494    
DEM     30,190,000     Republic of Venezuela Global Bond, Step Down, 7.38%, due 10/29/08     19,873,230    
DEM     24,500,000     Republic of Venezuela Par Bond, 6.66%, due 03/31/20     13,902,642    
USD     20,000,000     Republic of Venezuela Par Bond, Series B, 6.75%, due 03/31/20     20,000,000    
FRF     54,175,000     Republic of Venezuela Par Bond, Series WOIL, 7.71%, due 03/31/20     9,855,311    
      218,693,305    
        Vietnam — 0.9%  
        Foreign Government Obligations  
USD     4,000,000     Vietnam Discount Bond, Series 30 Yr,
Variable Rate, 6 mo. LIBOR + .81%, 5.88%, due 03/13/28
    3,810,000    
USD     19,750,000     Vietnam Par Bond, Series 30 Yr,
Variable Rate, Step Up, 3.75%, due 03/12/28
    16,046,876    
USD     5,478,261     Vietnam PDI, Series 18 Yr,
Variable Rate, Step Up, 5.88%, due 03/12/16
    5,327,609    
      25,184,485    
    TOTAL DEBT OBLIGATION(S) (COST $2,100,501,656)     2,281,943,737    
        LOAN ASSIGNMENTS — 6.6%  
        Algeria — 1.0%  
JPY     76,220,035     Algeria Tranche 1 Loan Agreement, 6 mo. JPY LIBOR + .8125%,
(0.9375%), due 09/04/10
    655,168    
JPY     2,728,212,391     Algeria Tranche 3 Loan Agreement, 6 mo. JPY LIBOR + .8125%,
(2.14875%), due 03/04/10
    23,451,007    
JPY     421,875,000     Algeria Tranche 3 Loan Agreement, JPY Long Term Prime +.8125%,
(2.3875%), due 03/04/10
    3,626,328    
      27,732,503    
        Argentina — 0.0%  
ARS     15,432,863     Argentina INDER Certificates (a)      336,671    

 

See accompanying notes to the financial statements.

13



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

    Par Value   Description   Value ($)  
        Congo Republic (Brazzaville) — 0.5%  
EUR     4,976,732     Republic of Congo Loan Agreement *      1,275,544    
EUR     14,565,612     Republic of Congo Loan Agreement *      3,733,188    
FRF     102,097,963     Republic of Congo Loan Agreement *      3,989,265    
USD     8,496,466     Republic of Congo Loan Agreement *      1,826,740    
EUR     6,987,247     Republic of Congo Loan Agreement *      1,790,842    
      12,615,579    
        Indonesia — 1.0%  
JPY     230,040,002     Republic of Indonesia Loan Agreement, 6 mo. JPY LIBOR + .88%
(0.95%), due 3/29/13
    1,927,682    
USD     4,708,000     Republic of Indonesia Loan Agreement, dated January 1, 1994,
6 mo. LIBOR + .88% , (5.10%), due 3/29/13
    4,613,840    
USD     3,837,600     Republic of Indonesia Loan Agreement, dated June 14, 1995,
3 mo. LIBOR + .88%, (5.56%), due 12/14/19
    3,434,652    
USD     5,116,800     Republic of Indonesia Loan Agreement, dated June 14, 1995,
3 mo. LIBOR + .88%, (5.56%), due 12/14/19
    4,579,536    
USD     3,837,600     Republic of Indonesia Loan Agreement, dated June 14, 1995,
3 mo. LIBOR + .88%, (5.56%), due 12/14/19
    3,434,652    
USD     1,961,066     Republic of Indonesia Loan Agreement, dated September 29, 1994,
6 mo. LIBOR, (4.63%), due 12/01/19
    1,794,376    
USD     3,438,334     Republic of Indonesia Loan Agreement, dated September 29, 1994,
6 mo. LIBOR, (4.63%), due 12/01/19
    3,146,076    
USD     2,811,119     Republic of Indonesia Loan Agreement, dated September 29, 1994,
6 mo. LIBOR, (4.63%), due 12/01/19
    2,572,174    
EUR     3,986,211     Republic of Indonesia, Indonesia Paris Club Debt, 4.76%, due 6/01/21 *      3,706,530    
      29,209,518    
        Morocco — 0.2%  
USD     6,136,364     Morocco Tranche A Restructuring and Consolidating Agreement
6 mo. LIBOR + .8125%, (5.69%), due 1/01/09
    6,136,364    
        Russia — 3.9%  
USD     12,727,607     Russia Foreign Trade Obligations * (c)      16,864,128    
USD     7,489,028     Russia Foreign Trade Obligations * (c)      9,854,812    
USD     269,844     Russia Foreign Trade Obligations * (c)      348,670    
USD     3,281,440     Russia Foreign Trade Obligations * (c)      4,511,155    

 

See accompanying notes to the financial statements.

14



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

    Par Value   Description   Value ($)  
        Russia — continued  
USD     3,006,950     Russia Foreign Trade Obligations * (c)      4,054,162    
ATS     1,208,022     Russia Foreign Trade Obligations * (c)      128,618    
ATS     964,717     Russia Foreign Trade Obligations * (c)      98,467    
ATS     1,733,698     Russia Foreign Trade Obligations * (c)      170,414    
ATS     447,177     Russia Foreign Trade Obligations * (c)      53,055    
ATS     631,501     Russia Foreign Trade Obligations * (c)      56,852    
FRF     3,660,000     Russia Foreign Trade Obligations * (c)      734,987    
FRF     3,660,000     Russia Foreign Trade Obligations * (c)      673,824    
FRF     3,660,000     Russia Foreign Trade Obligations * (c)      628,192    
FRF     3,660,000     Russia Foreign Trade Obligations * (c)      585,150    
FRF     3,660,000     Russia Foreign Trade Obligations * (c)      551,936    
NLG     495,100     Russia Foreign Trade Obligations * (c)      331,562    
USD     15,060,875     Russia Foreign Trade Obligations * (c)      13,954,923    
USD     18,580,206     Russia Foreign Trade Obligations * (c)      24,261,024    
DEM     2,503,894     Russia Foreign Trade Obligations * (c)      1,454,419    
FRF     71,883,000     Russia Foreign Trade Obligations * (c)      16,721,786    
CHF     231,420     Russia Foreign Trade Obligations * (c)      169,056    
USD     10,840,000     Russia Foreign Trade Obligations * (c)      14,718,520    
      110,925,712    
    TOTAL LOAN ASSIGNMENTS (COST $155,776,564)     186,956,347    
        LOAN PARTICIPATIONS — 6.8%  
        Algeria — 0.3%  
JPY     112,500,000     Algeria Tranche 3 Loan Agreement (Participation with Salomon Brothers),
JPY Long Term Prime +.8125%, (2.3875%), due 03/04/10
    967,021    
JPY     756,710,526     Algeria Tranche S1 Loan Agreement (Participation with Merrill Lynch),
JPY Long Term Prime + .8125%, (2.14875%), due 03/04/10
    6,504,488    
      7,471,509    
        Egypt — 0.1%  
CHF     6,576,771     Egypt Paris Club Loan (Participation with Standard Chartered Bank),
0.00%, due 1/03/24 * 
    3,132,131    

 

See accompanying notes to the financial statements.

15



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

    Par Value   Description   Value ($)  
        Indonesia — 2.1%  
USD     28,962,050     Republic of Indonesia Loan Agreement (Participation with Deutsche Bank),
3 mo. LIBOR + 1.25%, (5.99%), due 02/12/13
    26,645,086    
JPY     1,315,305,185     Republic of Indonesia Loan Agreement (Participation with Deutsche Bank),
dated January 1, 1994, 6 mo. JPY LIBOR + .88%, (0.95%), due 3/29/13
    11,135,580    
USD     22,366,236     Republic of Indonesia Loan Agreement (Participation with Deutsche Bank),
dated September 29, 1995, 3 mo. LIBOR + .88%, (5.42%), due 9/29/19
    20,129,612    
USD     472,320     Republic of Indonesia Loan Agreement (Participation with Salomon Brothers),
dated June 14, 1995, 3 mo. LIBOR + .88%, (5.56%), due 12/14/19
    422,726    
USD     472,320     Republic of Indonesia Loan Agreement (Participation with Salomon Brothers),
dated June 14, 1995, 3 mo. LIBOR + .88%, (5.56%), due 12/14/19
    422,726    
USD     629,760     Republic of Indonesia Loan Agreement (Participation with Salomon Brothers),
dated June 14, 1995, 3 mo. LIBOR + 88%, (5.56%), due 12/14/19
    563,635    
      59,319,365    
        Poland — 0.6%  
JPY     2,120,000,000     Poland Paris Club Debt (Participation with Deutsche Bank),
2.22%, due 3/31/09
    18,314,544    
        Russia — 3.7%  
USD     10,000,000     Russia Foreign Trade Obligations, (Participation with Banca Lombardi) * (c)      13,539,556    
USD     531,297     Russia Foreign Trade Obligations, (Participation with Deutsche Bank) * (c)      766,207    
USD     214,371     Russia Foreign Trade Obligations, (Participation with Deutsche Bank) * (c)      275,759    
USD     81,965     Russia Foreign Trade Obligations, (Participation with Deutsche Bank) * (c)      110,897    
DEM     2,625,598     Russia Foreign Trade Obligations, (Participation with Deutsche Bank) * (c)      1,974,032    
DEM     10,399,680     Russia Foreign Trade Obligations, (Participation with Deutsche Bank) * (c)      7,231,890    
EUR     2,244,362     Russian Paris Club Debt, (Participation with Deutsche Bank),
Variable Rate, 6.28%, due 08/20/20
    2,675,505    
USD     14,040,695     Russian Paris Club Debt, (Participation with Deutsche Bank),
Variable Rate, 6.37%, due 08/20/16
    13,727,587    
EUR     9,647,573     Russian Paris Club Debt, (Participation with Deutsche Bank),
Variable Rate, 6.45%, due 08/20/20
    11,500,871    
EUR     24,171,956     Russian Paris Club Debt, (Participation with Deutsche Bank),
Variable Rate, 6.52%, due 08/20/20
    28,815,389    
EUR     8,577,706     Russian Paris Club Debt, (Participation with Deutsche Bank),
Variable Rate, 6.61%, due 08/20/20
    10,225,484    

 

See accompanying notes to the financial statements.

16



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

  Par Value /
Principal Amount
  Description   Value ($)  
        Russia — continued  
USD     965,249     Russian Paris Club Debt, (Participation with Mediocredito),
Variable Rate, 6 mo. USD LIBOR + .50%, 5.44%, due 8/20/20
    945,944    
EUR     2,562,438     Russian Paris Club Debt, (Participation with Mediocredito),
Variable Rate, EURIBOR + .50%, 3.22%, due 8/20/20
    3,024,135    
USD     8,849,042     Russian Paris Club Debt, (Participation with Standard Bank),
Variable Rate, 6 mo. USD LIBOR + .05%, 6.37%, due 08/20/16
    8,495,081    
      103,308,337    
    TOTAL LOAN PARTICIPATIONS (COST $163,213,335)     191,545,886    
        PROMISSORY NOTES — 0.3%  
        Nigeria — 0.3%  
USD     27,000,000     Central Bank of Nigeria Promissory Notes, Series RC, 0.00%,
due 1/5/2010
    7,560,000    
    TOTAL PROMISSORY NOTES (COST $13,653,619)     7,560,000    
        CALL OPTIONS PURCHASED — 4.4%  
        Options on Bonds — 0.2%  
USD     10,000,000     Qatar Government International Bond, 9.75%, due 06/15/30,
Expires 04/20/06, Strike 157.50
    77,005    
USD     50,000,000     Republic of Brazil, 11.00%, due 08/17/40, Expires 03/08/06, Strike 130.00     1,395,790    
USD     7,500,000     Republic of Turkey, 11.875%, due 01/15/30, Expires 05/02/06 Strike 153.25     373,337    
USD     45,000,000     Republic of Turkey, 11.875%, due 1/15/30, Expires 4/19/06, Strike 153.75     2,040,169    
USD     25,000,000     Republic of Turkey, 6.875%, due 03/17/36, Expires 03/06/06, Strike 96.25     1,300,985    
USD     17,500,000     Republic of Venezuela, 9.375%, due 01/13/34, Expires 03/06/06, Strike 125.40     882,200    
USD     12,500,000     Republic of Venezuela, 9.375%, due 01/13/34, Expires 03/08/06, Strike 127.30     399,546    
      6,469,032    
        Options on Interest Rates  
TWD     1,849,200,000     TWD Interest Rate Cap Option, 2.19%, Expires 03/15/10, Strike 2.19     329,805    
TWD     1,849,200,000     TWD Interest Rate Floor Option, 2.19%, Expires 03/16/10, Strike 2.19     730,212    
      1,060,017    

 

See accompanying notes to the financial statements.

17



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

  Principal Amount   Description   Value ($)  
        Options on Interest Rate Swaps — 0.2%  
KRW     72,000,000,000     KRW Swaption, Expires 02/24/09, Strike 6.05     2,718,990    
KRW     72,000,000,000     KRW Swaption, Expires 04/08/09, Strike 6.20     495,316    
      3,214,306    
        Currency Options — 4.0%  
USD     30,000,000     Republic of Brazil Real, Expires 04/06/06, Strike 2.985     11,405,430    
USD     40,000,000     Republic of Brazil Real, Expires 04/07/06, Strike 2.954     14,636,000    
USD     40,000,000     Republic of Brazil Real, Expires 04/20/06, Strike 2.939     14,170,160    
USD     110,000,000     Republic of Brazil Real, Expires 04/27/06, Strike 2.8715     35,278,320    
USD     60,000,000     Republic of Brazil Real, Expires 05/17/06, Strike 2.822     17,477,580    
USD     30,000,000     Republic of Brazil Real, Expires 06/20/06, Strike 2.703     6,844,710    
USD     40,000,000     Republic of Brazil Real, Expires 04/25/07, Strike 3.24     14,019,840    
      113,832,040    
    TOTAL CALL OPTIONS PURCHASED (COST $30,998,439)     124,575,395    
        PUT OPTIONS PURCHASED — 0.1%  
        Options on Bonds — 0.0%  
USD     10,000,000     Qatar Government International Bond, 9.75%, due 06/15/30,
Expires 04/20/06, Strike 152.50
    129,013    
        Options on Interest Rate Swaps — 0.1%  
KRW     72,000,000,000     KRW Swaption, Expires 02/24/09, Strike 6.05     550,037    
KRW     72,000,000,000     KRW Swaption, Expires 04/08/09, Strike 6.20     3,133,244    
      3,683,281    
        Currency Options — 0.0%  
USD     30,000,000     Republic of Brazil Real, Expires 04/06/06, Strike 2.985     30    
USD     30,000,000     Republic of Brazil Real, Expires 06/20/06, Strike 2.703     52,470    
USD     40,000,000     Republic of Brazil Real, Expires 04/25/07, Strike 3.24     456,880    
      509,380    
    TOTAL PUT OPTIONS PURCHASED (COST $10,770,938)     4,321,674    

 

See accompanying notes to the financial statements.

18



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

  Shares   Description   Value ($)  
        MUTUAL FUNDS — 5.4%  
      3,846,873     GMO Short-Duration Collateral Fund (f)      98,479,942    
      21,409     GMO Special Purpose Holding Fund (f)      176,198    
      1,175,193     GMO World Opportunity Overlay Fund (f)      29,650,120    
      23,041,261     Merrimac Cash Series, Premium Class     23,041,261    
    TOTAL MUTUAL FUNDS (COST $150,558,421)     151,347,521    
        RIGHTS AND WARRANTS — 0.7%  
        Mexico — 0.2%  
      48,000     Mexican Government International Bond Warrants, Expires 10/10/06 **      2,112,000    
      33,077,000     United Mexican States Value Recovery Rights, Series D, Expires 6/30/06 **      446,539    
      2,942,000     United Mexican States Value Recovery Rights, Series F, Expires 6/30/08 **      70,608    
      36,000     United Mexican States Warrants, Series XW20, Expires 9/1/06 **      2,700,000    
      5,329,147    
        Nigeria — 0.0%  
      25,000     Central Bank of Nigeria Warrants, Expires 11/15/20 **      550,000    
        Uruguay — 0.0%  
      4,000,000     Banco Central Del Uruguay Value Recovery Rights
Series VRRB, Expires 1/02/21 ** 
       
        Venezuela — 0.5%  
      164,215     Republic of Venezuela Bond Warrants, Expires 4/18/20 **      5,172,773    
      262,360     Republic of Venezuela Recovery Warrants, Expires 4/15/20 **      8,264,340    
      13,437,113    
    TOTAL RIGHTS AND WARRANTS (COST $2,460,000)     19,316,260    
    TOTAL INVESTMENTS — 105.2%
(Cost $2,627,932,972)
    2,967,566,820    
            Other Assets and Liabilities (net) — (5.2%)     (146,798,768 )  
    TOTAL NET ASSETS — 100.0%   $ 2,820,768,052    

 

See accompanying notes to the financial statements.

19



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Forward currency contracts

    Settlement
Date
  Deliver/Receive   Units of Currency   Value   Net Unrealized
Appreciation
(Depreciation)
 
Buys  
    4/25/06   EUR     38,000,000     $ 45,439,288     $ (54,312 )  
Sales  
    4/18/06   CHF     8,000,000     $ 6,126,610     $ 60,552    
    4/25/06   EUR     352,500,000       421,509,186       1,100,949    
    4/11/06   GBP     50,500,000       88,600,856       1,082,094    
    10/25/06   HKD     382,500,000       49,487,657       512,343    
    11/01/06   HKD     190,000,000       24,584,776       415,224    
  3/07/06   JPY     9,800,000,000       84,715,235       151,252    
    $ 3,322,414    

 

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Sales      
  4,500     Federal Funds 30 day   March 2006   $ 1,789,830,675     $ (109,242 )  

 

At February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Reverse repurchase agreements

Face Value   Description   Market Value  
USD 70,000,000     Deutsche Bank, 4.31%, dated 12/09/05, to be repurchased on
demand at face value plus accrued interest.
  $ 70,687,206    
USD 26,070,056     Chase Manhattan Bank, 4.50%, dated 1/31/06, to be repurchased
on demand at face value plus accrued interest.
    26,158,043    

 

See accompanying notes to the financial statements.

20



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Reverse repurchase agreements — continued

Face Value   Description   Market Value  
USD 38,634,688     Deutsche Bank, 4.60%, dated 2/10/06, to be repurchased on
demand at face value plus accrued interest.
  $ 38,708,737    
USD 12,741,458     Deutsche Bank, 4.50%, dated 2/16/06, to be repurchased on
demand at face value plus accrued interest.
    12,754,200    
USD 89,810,625     Chase Manhattan Bank, 4.40%, dated 2/17/06, to be repurchased
on demand at face value plus accrued interest.
    89,887,463    
USD 3,521,600     Chase Manhattan Bank, 3.00%, dated 2/21/06, to be repurchased
on demand at face value plus accrued interest.
    3,523,361    
USD 11,258,590     Lehman Brothers, 4.40%, dated 2/22/06, to be repurchased on
demand at face value plus accrued interest.
    11,265,470    
USD 66,227,000     Lehman Brothers, 4.40%, dated 2/22/06, to be repurchased on
demand at face value plus accrued interest.
    66,267,472    
USD 15,336,000     Lehman Brothers, 4.65%, dated 2/27/06, to be repurchased on
demand at face value plus accrued interest.
    15,336,000    
USD 96,270,000     Lehman Brothers, 1.90%, dated 2/28/06, to be repurchased on
demand at face value plus accrued interest.
    96,270,000    
USD 33,477,082     Chase Manhattan Bank, 4.40%, dated 2/28/06, to be repurchased
on demand at face value plus accrued interest.
    33,477,082    
USD 33,477,083     Chase Manhattan Bank, 4.40%, dated 2/28/06, to be repurchased
on demand at face value plus accrued interest.
    33,477,083    
    $ 497,812,117    

 

See accompanying notes to the financial statements.

21



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Average balance outstanding   $ 230,466,041    
Average interest rate     2.29 %  
Maximum balance outstanding   $ 496,824,183    
Average shares outstanding     235,636,829    
Average balance per share outstanding   $ 0.98    

 

Average balance outstanding was calculated based on daily balances outstanding during the period that the Fund had entered into reverse repurchase agreements.

Written options

A summary of open written option contracts for the Fund at February 28, 2006, is as follows:

Currency options

Notional
Amount
  Expiration
Date
 
Description
 
Market Value
 
$ 40,000,000     4/7/2006   BRL Call/ USD Put Currency Option, Strike 2.592   $ 7,968,000    
  40,000,000     4/20/2006   BRL Call/ USD Put Currency Option, Strike 2.565     7,329,200    
  50,000,000     5/4/2006   USD Put/ BRL Call Currency Option, Strike 2.367     4,729,250    
  110,000,000     4/27/2006   USD Put/ BRL Call Currency Option, Strike 2.512     17,318,620    
  60,000,000     5/17/2006   USD Put/ BRL Call Currency Option, Strike 2.475     8,259,360    
    Total written options (premiums received, $5,344,500)   $ 45,604,430    

 

Swap Agreements

Credit Default Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Net Unrealized
Appreciation
(Depreciation)
 
  15,000,000     USD   4/3/2006   Morgan Guaranty   (Pay)     0.25 %   Banco Santander  
 
            Trust Company           Senior Bonds or Loans   $ (8,843 )  
  15,000,000     USD   4/6/2006   Morgan Guaranty
Trust Company
  (Pay)     0.26 %   Banco Santander
Senior Bonds or Loans
    (9,169 )  

 

See accompanying notes to the financial statements.

22



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Credit Default Swaps — continued      
Notional
Amount
  Expiration
Date
 
Counterparty
  Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Net Unrealized
Appreciation
(Depreciation)
 
  30,000,000     USD   4/10/2006   Morgan Guaranty   (Pay)     0.28 %   Banco Santander    
   
                Trust Company               Senior Bonds or Loans   $ (19,331 )  
  10,000,000     USD   4/10/2006   Morgan Guaranty
Trust Company
  (Pay)     0.26 %   Banco Santander
Senior Bonds or Loans
    (6,142 )  
  25,000,000     USD   5/1/2006   Morgan Guaranty
Trust Company
  (Pay)     0.27 %   Banco Bilbao Vizcaya
Senior Bonds and Notes
    (15,582 )  
  15,000,000     USD   6/8/2006   JP Morgan
Chase Bank
  Receive     2.95 %   United Mexican States     213,663    
  35,000,000     USD   7/5/2006   Deutsche Bank AG   Receive     5.00 %   Gazprom Loan Facility     825,141    
  35,000,000     USD   7/5/2006   UBS AG   (Pay)     3.40 %   Gazprom Loan Facility     (548,517 )  
  20,000,000     USD   8/9/2006   JP Morgan
Chase Bank
  (Pay)     0.42 %   Banco Bilbao
Vizcaya Argentaria SA
    (38,786 )  
  15,000,000     USD   8/21/2006   Deutsche Bank AG   Receive     5.45 %   Gazprom Loan Facility     377,931    
  5,000,000     USD   9/27/2006   Merrill Lynch   Receive     5.70 %   Dominican Republic     238,620    
  25,000,000     USD   10/19/2006   Deutsche Bank AG   (Pay)     2.10 %   Government of Ukraine     (386,096 )  
  15,000,000     USD   11/20/2006   Deutsche Bank AG   (Pay)     4.55 %   Republic of Brazil     (651,960 )  
  10,000,000     USD   11/20/2006   Deutsche Bank AG   (Pay)     4.40 %   Republic of Brazil     (419,842 )  
  30,000,000     USD   12/7/2006   Deutsche Bank AG   (Pay)     1.60 %   Gazprom Loan Facility     (399,421 )  
  8,000,000     USD   12/20/2006   JP Morgan
Chase Bank
  Receive     3.00 %   Kingdom of Swaziland     (13,960 )  
  5,000,000     USD   12/20/2006   JP Morgan
Chase Bank
  Receive     3.00 %   Kingdom of Swaziland     (8,725 )  
  20,000,000     USD   12/20/2006   JP Morgan
Chase Bank
  (Pay)     4.75 %   Republic of Brazil     (904,060 )  
  40,000,000     USD   1/20/2007   JP Morgan
Chase Bank
  (Pay)     0.45 %   Republic of Turkey     (107,886 )  
  10,000,000     USD   2/18/2007   JP Morgan
Chase Bank
  (Pay)     4.60 %   Russia Federation     (428,717 )  
  45,000,000     USD   2/20/2007   Deutsche Bank AG   (Pay)     1.50 %   Republic of Ecuador     (284,657 )  
  10,000,000     USD   2/20/2007   JP Morgan
Chase Bank
  (Pay)     1.25 %   Republic of Ecuador
    (7,648 )  
  10,000,000     USD   2/26/2007   Citigroup   (Pay)     2.15 %   Republic of South Africa     (198,055 )  
  5,000,000     USD   3/20/2007   JP Morgan
Chase Bank
  (Pay)     1.70 %   Republic of Philippines     (77,425 )  

 

See accompanying notes to the financial statements.

23



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Credit Default Swaps — continued      
Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Net Unrealized
Appreciation
(Depreciation)
 
  10,000,000     USD   6/27/2007   JP Morgan   (Pay)     0.33 %   Banco Bilbao    
   
                Chase Bank               Vizcaya Argentaria SA   $ (43,053 )  
  3,000,000     USD   7/2/2007   Deutsche Bank AG   (Pay)     0.64 %   Bank of China
Bonds or Loans
    (24,475 )  
  10,000,000     USD   7/2/2007   Citibank N.A.   (Pay)     0.64 %   Bank of China
Bonds or Loans
    (80,997 )  
  15,000,000     USD   8/20/2007   Morgan Stanley   (Pay)     0.87 %   Government of Ukraine     47,699    
  15,000,000     USD   9/27/2007   JP Morgan
Chase Bank
  (Pay)     0.33 %   HSBC Bank Plc     (90,197 )  
  10,000,000     USD   10/10/2007   JP Morgan
Chase Bank
  (Pay)     0.70 %   Banco Bilbao
Vizcaya Argentaria SA
    (111,445 )  
  8,000,000     USD   10/19/2007   Deutsche Bank AG   (Pay)     15.00 %   Republic of Venezuela     (2,270,635 )  
  5,000,000     USD   10/22/2007   JP Morgan
Chase Bank
  (Pay)     0.54 %   Banco Bilbao
Vizcaya Argentaria SA
    (41,889 )  
  5,000,000     USD   10/23/2007   JP Morgan
Chase Bank
  (Pay)     0.48 %   Banco Bilbao
Vizcaya Argentaria SA
    (36,868 )  
  5,000,000     USD   10/30/2007   Deutsche Bank AG   (Pay)     0.44 %   Banco Bilbao
Vizcaya Argentaria SA
    (33,380 )  
  10,000,000     USD   11/4/2007   Deutsche Bank AG   Receive     1.68 %   Aries Russia Paris Club     344,579    
  10,000,000     USD   11/4/2007   Deutsche Bank AG   (Pay)     1.21 %   Russian Federation     (197,439 )  
  10,000,000     USD   11/23/2007   Deutsche Bank AG   (Pay)     1.15 %   Endesa SA Spain     (206,460 )  
  15,000,000     USD   11/27/2007   JP Morgan
Chase Bank
  (Pay)     1.10 %   Endesa SA Spain     (294,524 )  
  30,000,000     USD   12/23/2007   Deutsche Bank AG   (Pay)     2.35 %   Gazprom Loan Facility     (1,106,421 )  
  15,000,000     USD   2/20/2008   JP Morgan
Chase Bank
  (Pay)     1.70 %   Republic of Ecuador     (1,479 )  
  50,000,000     USD   5/4/2008   Deutsche Bank AG   (Pay)     1.80 %   Government of Ukraine     (815,287 )  
  5,000,000     USD   5/7/2008   JP Morgan
Chase Bank
  Receive     9.65 %   Republic of Brazil     1,095,217    
  5,000,000     USD   5/30/2008   JP Morgan
Chase Bank
  Receive     8.65 %   Republic of Turkey     960,654    
  5,000,000     USD   8/6/2008   Bear Stearns
International Limited
  Receive     1.10 %   Republic of Trinidad
and Tobago
    96,823    
  2,000,000     USD   9/20/2008   UBS AG   Receive     9.20 %   Dominican Republic     437,383    

 

See accompanying notes to the financial statements.

24



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Credit Default Swaps — continued      
Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Net Unrealized
Appreciation
(Depreciation)
 
  10,000,000     USD   9/20/2008   Morgan Stanley   Receive     5.15 %   Republic of Colombia    
   
                Capital Services, Inc.                   $ 1,332,226    
  4,000,000     USD   10/20/2008   Deutsche Bank AG   Receive     8.50 %   Republic of Uruguay     789,357    
  18,000,000     USD   11/20/2008   Deutsche Bank AG   Receive     1.50 %   Credit of Uttam Galva     53,431    
  10,000,000     USD   11/20/2008   Deutsche Bank AG   Receive     5.70 %   Republic of Brazil     1,445,679    
  9,000,000     USD   11/20/2008   Deutsche Bank AG   Receive     4.77 %   Republic of Colombia     1,075,825    
  14,000,000     USD   12/20/2008   Deutsche Bank AG   (Pay)     0.79 %   Korean Deposit
Insurance Corporation
    (282,991 )  
  5,000,000     USD   3/20/2009   JP Morgan
Chase Bank
  Receive     2.85 %   Republic of Peru     357,206    
  10,000,000     USD   3/20/2009   JP Morgan
Chase Bank
  Receive     4.30 %   Republic of Philippines     966,521    
  10,000,000     USD   4/17/2009   Deutsche Bank AG   Receive     3.90 %   Gazprom Loan Facility     1,072,409    
  5,000,000     USD   5/20/2009   JP Morgan
Chase Bank
  Receive     4.40 %   Gazprom Loan Facility     607,493    
  25,000,000     USD   5/21/2009   UBS AG   Receive     4.50 %   Gazprom Loan Facility     3,119,682    
  25,000,000     USD   6/20/2009   JP Morgan
Chase Bank
  Receive     8.01 %   Republic of Brazil     5,860,043    
  7,000,000     USD   8/5/2009   Deutsche Bank AG   Receive     4.85 %   Government of Ukraine     734,011    
  10,000,000     USD   11/20/2009   JP Morgan
Chase Bank
  (Pay)     0.90 %   United Mexican States     (195,517 )  
  10,000,000     USD   11/20/2009   JP Morgan
Chase Bank
  (Pay)     0.88 %   United Mexican States     (188,221 )  
  25,000,000     USD   12/29/2009   Deutsche Bank AG   Receive     2.25 %   Videocon Loan Facility     266,415    
  7,000,000     USD   2/5/2010   Deutsche Bank AG   Receive     4.85 %   Government of Ukraine     792,038    
  20,000,000     USD   2/20/2010   JP Morgan
Chase Bank
  Receive     3.70 %   Republic of Brazil     1,989,594    
  10,000,000     USD   2/20/2010   JP Morgan
Chase Bank
  Receive     3.57 %   Republic of Brazil     948,477    
  12,000,000     USD   2/20/2010   Morgan Stanley
Capital Services, Inc.
  Receive     3.63 %   Republic of Brazil     1,163,827    
  10,000,000     USD   2/20/2010   UBS AG   Receive     3.62 %   Republic of Brazil     966,292    
  12,000,000     USD   3/5/2010   Deutsche Bank AG   Receive     9.10 %   Republic of Turkey     3,978,736    

 

See accompanying notes to the financial statements.

25



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Credit Default Swaps — continued      
Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Net Unrealized
Appreciation
(Depreciation)
 
  18,000,000     USD   3/20/2010   Morgan Stanley   Receive     0.75 %   United Mexican States    
   
                Capital Services, Inc.                   $ 277,239    
  3,000,000     USD   3/29/2010   JP Morgan
Chase Bank
  Receive     4.70 %   Arab Republic
of Egypt
    533,462    
  85,000,000     USD   6/20/2010   Deutsche Bank AG   (Pay)     2.10 %   Reference security
within CDX Index
    (4,639,583 )  
  36,000,000     USD   6/20/2010   Lehman Brothers   (Pay)     2.10 %   Reference security
within CDX Index
    (1,965,000 )  
  12,000,000     USD   6/20/2010   JP Morgan
Chase Bank
  (Pay)     4.00 %   Republic of Argentina     (940,666 )  
  12,000,000     USD   6/20/2010   JP Morgan
Chase Bank
  (Pay)     3.87 %   Republic of Argentina     (879,939 )  
  10,000,000     USD   7/20/2010   Deutsche Bank AG   (Pay)     3.77 %   Republic of Argentina     (655,927 )  
  6,000,000     USD   7/20/2010   Deutsche Bank AG   (Pay)     3.80 %   Republic of Argentina     (400,510 )  
  5,000,000     USD   7/23/2010   Deutsche Bank AG   Receive     4.56 %   Government of Ukraine     554,077    
  7,000,000     USD   8/5/2010   Deutsche Bank AG   Receive     4.90 %   Government of Ukraine     859,048    
  3,000,000     USD   8/25/2010   Deutsche Bank AG   Receive     3.40 %   Deutsche Bank Loan
to Ukrtelekom
    (8,655 )  
  5,000,000     USD   10/25/2010   Deutsche Bank AG   Receive     4.60 %   Government of Ukraine     635,899    
  10,000,000     USD   12/20/2010   JP Morgan
Chase Bank
  (Pay)     3.57 %   Republic of Argentina     (590,235 )  
  5,000,000     USD   12/20/2010   JP Morgan
Chase Bank
  (Pay)     3.43 %   Republic of Argentina     (264,204 )  
  5,000,000     USD   1/25/2011   Deutsche Bank AG   Receive     4.63 %   Government of Ukraine     599,231    
  7,000,000     USD   2/7/2011   Deutsche Bank AG   Receive     4.95 %   Government of Ukraine     925,378    
  5,000,000     USD   2/20/2011   Morgan Stanley
Capital Services, Inc.
  (Pay)     2.80 %   Republic of Argentina     (91,211 )  
  3,000,000     USD   2/25/2011   Deutsche Bank AG   Receive     3.50 %   Deutsche Bank Loan
to Ukrtelekom
    (10,197 )  
  8,000,000     USD   3/20/2011   Citigroup   (Pay)     3.70 %   Republic of Iraq     (11,079 )  
  8,000,000     USD   3/20/2011   UBS AG   (Pay)     3.55 %   Republic of Iraq     65,430    
  5,000,000     USD   4/26/2011   Deutsche Bank AG   Receive     4.66 %   Government of Ukraine     678,674    
  9,000,000     USD   7/17/2011   UBS AG   Receive     5.05 %   Government of Ukraine     1,307,273    
  5,000,000     USD   7/25/2011   Deutsche Bank AG   Receive     4.68 %   Government of Ukraine     637,252    

 

See accompanying notes to the financial statements.

26



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Credit Default Swaps — continued      
Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Net Unrealized
Appreciation
(Depreciation)
 
  7,000,000     USD   8/5/2011   Deutsche Bank AG   Receive     5.00 %   Government of Ukraine   $ 985,939    
  3,000,000     USD   8/25/2011   Deutsche Bank AG   Receive     3.60 %   Deutsche Bank Loan
to Ukrtelekom
    (3,506 )  
  15,000,000     USD   10/17/2011   Deutsche Bank AG   Receive     3.55 %   Gazprom Loan Facility     2,010,532    
  5,000,000     USD   10/25/2011   Deutsche Bank AG   Receive     4.70 %   Government of Ukraine     714,664    
  19,000,000     USD   10/30/2011   Deutsche Bank AG   Receive     4.00 %   Naftofaz Ukraine     697,015    
  9,895,840     USD   12/20/2011   Deutsche Bank AG   Receive     1.60 %   Stemcor UK Ltd.     173,741    
  3,000,000     USD   2/25/2012   Deutsche Bank AG   Receive     3.68 %   Deutsche Bank Loan
to Ukrtelekom
    1,294    
  19,000,000     USD   5/5/2012   Deutsche Bank AG   Receive     4.00 %   Naftofaz Ukraine     639,118    
  10,000,000     USD   6/20/2012   Morgan Stanley
Capital Services, Inc.
  Receive     2.10 %   Republic of Panama     509,161    
  5,000,000     USD   7/30/2012   JP Morgan
Chase Bank
  Receive     3.05 %   Republic of Chile     792,769    
  3,000,000     USD   8/28/2012   Deutsche Bank AG   Receive     3.75 %   Deutsche Bank Loan
to Ukrtelekom
    5,080    
  10,000,000     USD   10/4/2012   JP Morgan
Chase Bank
  Receive     2.95 %   Republic of Chile     1,661,435    
  5,000,000     USD   11/5/2012   Deutsche Bank AG   Receive     6.50 %   Republic of Jamaica     253,856    
  10,000,000     USD   1/8/2013   Deutsche Bank AG   Receive     7.15 %   Republic of Colombia     3,365,754    
  10,000,000     USD   1/9/2013   Deutsche Bank AG   Receive     8.25 %   Republic of Turkey     3,804,956    
  7,000,000     USD   1/10/2013   JP Morgan
Chase Bank
  Receive     7.50 %   Republic of Colombia     2,496,454    
  10,000,000     USD   2/7/2013   JP Morgan
Chase Bank
  Receive     8.30 %   Republic of Colombia     3,989,133    
  15,000,000     USD   2/11/2013   JP Morgan
Chase Bank
  Receive     3.05 %   United Mexican States     2,087,912    
  10,000,000     USD   6/6/2013   Deutsche Bank AG   Receive     9.40 %   Republic of Brazil     4,767,880    
  20,000,000     USD   6/12/2013   Deutsche Bank AG   Receive     9.08 %   Republic of Brazil     9,134,928    
  130,000,000     USD   10/20/2013   Deutsche Bank AG   Receive     3.30 %   Republic of Brazil     15,546,969    
  80,000,000     USD   10/20/2013   Deutsche Bank AG   Receive     4.05 %   Republic of Brazil     13,183,450    
  15,000,000,000     JPY   10/20/2013   Deutsche Bank AG   (Pay)     3.20 %   Republic of Brazil     (17,733,585 )  
  9,000,000,000     JPY   10/20/2013   Deutsche Bank AG   (Pay)     3.95 %   Republic of Brazil     (14,704,587 )  

 

See accompanying notes to the financial statements.

27



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Credit Default Swaps — continued      
Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Net Unrealized
Appreciation
(Depreciation)
 
  10,000,000     USD   12/20/2013   Deutsche Bank AG   Receive     10.50 %   Republic of Ecuador   $ 2,864,432    
  10,000,000     USD   12/24/2013   JP Morgan
Chase Bank
  Receive     3.80 %   Republic of Turkey     1,367,033    
  10,000,000     USD   1/20/2014   Deutsche Bank AG   Receive     4.28 %   Republic of Brazil     1,705,538    
  10,000,000     USD   1/20/2014   Citibank N.A.   Receive     4.94 %   Republic of Colombia     2,235,728    
  10,000,000     USD   1/20/2014   Deutsche Bank AG   Receive     1.77 %   United Mexican States     697,380    
  15,000,000     USD   3/20/2014   JP Morgan
Chase Bank
  Receive     4.30 %   Republic of Brazil     2,814,201    
  5,000,000     USD   3/20/2014   JP Morgan
Chase Bank
  Receive     4.32 %   Republic of Brazil     944,691    
  5,000,000     USD   3/20/2014   JP Morgan
Chase Bank
  Receive     4.90 %   Republic of Colombia     1,199,587    
  20,000,000     USD   4/20/2014   Goldman Sachs   Receive     1.59 %   United Mexican States     1,254,980    
  20,000,000     USD   4/20/2014   Lehman Brothers   Receive     1.58 %   United Mexican States     1,241,301    
  10,000,000     USD   5/14/2014   Deutsche Bank AG   Receive     6.64 %   Republic of Turkey     3,278,333    
  5,000,000     USD   5/19/2014   Deutsche Bank AG   Receive     6.42 %   Republic of Turkey     1,562,464    
  7,000,000     USD   5/20/2014   JP Morgan
Chase Bank
  Receive     6.25 %   Republic of Turkey     2,110,379    
  5,000,000     USD   5/20/2014   Deutsche Bank AG   Receive     2.03 %   United Mexican States     457,119    
  10,000,000     USD   5/20/2014   JP Morgan
Chase Bank
  Receive     2.10 %   United Mexican States     961,836    
  10,000,000     USD   5/20/2014   JP Morgan
Chase Bank
  Receive     2.10 %   United Mexican States     961,836    
  10,000,000     USD   5/20/2014   UBS AG   Receive     2.10 %   United Mexican States     961,836    
  15,000,000     USD   6/7/2014   Deutsche Bank AG   Receive     3.10 %   Gazprom Loan Facility     1,914,671    
  10,000,000     USD   6/16/2014   Deutsche Bank AG   Receive     6.22 %   Republic of Turkey     2,964,097    
  10,000,000     USD   6/20/2014   JP Morgan
Chase Bank
  Receive     2.10 %   United Mexican States     949,266    
  10,000,000     USD   6/20/2014   JP Morgan
Chase Bank
  Receive     2.10 %   United Mexican States     949,266    
  10,000,000     USD   6/20/2014   JP Morgan
Chase Bank
  Receive     2.15 %   United Mexican States     983,114    
  10,000,000     USD   7/20/2014   JP Morgan
Chase Bank
  Receive     2.00 %   United Mexican States     868,108    

 

See accompanying notes to the financial statements.

28



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Credit Default Swaps — continued      
Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Net Unrealized
Appreciation
(Depreciation)
 
  35,000,000     USD   7/20/2014   JP Morgan   Receive     2.01 %   United Mexican States    
   
                Chase Bank                   $ 3,061,942    
  2,000,000     USD   8/24/2014   Deutsche Bank AG   (Pay)     4.25 %   Lebanese Republic     (209,596 )  
  15,000,000     USD   12/7/2014   Deutsche Bank AG   Receive     3.10 %   Gazprom Loan Facility     1,967,567    
  50,000,000     USD   12/23/2014   Deutsche Bank AG   Receive     3.35 %   Gazprom Loan Facility     7,366,278    
  600,000,000     EUR   3/20/2015   Deutsche Bank AG   (Pay)     3.72 %   Bolivarian Republic
of Venezuela
    (113,635,776 )  
  800,000,000     USD   3/20/2015   Deutsche Bank AG   Receive     3.80 %   Bolivarian Republic
of Venezuela
    119,373,655    
  412,500,000     USD   4/20/2015   Deutsche Bank AG   Receive     4.40 %   Bolivarian Republic
of Venezuela
    76,927,322    
  300,000,000     EUR   4/20/2015   Deutsche Bank AG   (Pay)     4.32 %   Bolivarian Republic
of Venezuela
    (71,567,358 )  
  10,000,000     USD   4/20/2015   JP Morgan
Chase Bank
  Receive     4.65 %   Republic of Colombia     2,316,881    
  15,000,000     USD   5/20/2015   Deutsche Bank AG   Receive     3.85 %   Republic of Turkey     2,233,786    
  25,000,000     USD   11/20/2015   Deutsche Bank AG   Receive     3.83 %   Republic of Brazil     3,979,518    
  25,000,000     USD   11/20/2015   Citigroup   Receive     1.81 %   Republic of Colombia     1,410,841    
  15,000,000     USD   2/20/2016   Citigroup   (Pay)     2.16 %   Republic of Colombia     (635,918 )  
  25,000,000     USD   2/20/2016   Citigroup   Receive     1.46 %   Republic of Colombia     708,462    
  10,000,000     USD   10/7/2017   JP Morgan
Chase Bank
  Receive     4.20 %   United Mexican States     2,981,373    
  20,000,000     USD   3/20/2019   JP Morgan
Chase Bank
  Receive     1.90 %   United Mexican States     2,064,430    
  30,000,000     USD   8/15/2031   Goldman Sachs   (Pay)     1.84 %   United Mexican States     (3,441,550 )  
  20,000,000     USD   8/15/2031   Goldman Sachs   (Pay)     1.89 %   United Mexican States     (2,419,630 )  
                            $ 120,326,414    

 

Interest Rate Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable Rate   Net Unrealized
Appreciation
(Depreciation)
 
  6,000,000,000 JPY     3/10/2008     Deutsche Bank AG   (Pay)     0.29 %     6 month      
   
                                  Japanese LIBOR     $ 340,779    

 

See accompanying notes to the financial statements.

29



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Interest Rate Swaps — continued

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable Rate   Net Unrealized
Appreciation
(Depreciation)
 
  6,000,000,000     JPY   5/29/2008   Deutsche Bank AG   (Pay)     0.22 %   6 month    
   
                                Japanese LIBOR   $ 357,866    
  6,000,000,000     JPY   6/11/2008   JP Morgan
Chase Bank
  (Pay)     0.19 %   6 month
Japanese LIBOR
    580,526    
  6,000,000,000     JPY   6/12/2008   Deutsche Bank AG   (Pay)     0.19 %   6 month
Japanese LIBOR
    588,092    
  1,983,674     USD   12/1/2008   Citigroup   (Pay)     7.10 %   6 month LIBOR     (100,473 )  
  3,438,368     USD   12/1/2011   Citigroup   (Pay)     6.32 %   6 month LIBOR     (210,101 )  
  36,000,000,000     KRW   3/16/2014   Deutsche Bank AG   (Pay)     4.80 %   Korean bond rate for
91 day certificates
of deposit
    336,488    
  36,000,000,000     KRW   3/16/2014   Deutsche Bank AG   (Pay)     5.03 %   Korean bond rate for
91 day certificates
of deposit
    659,434    
  20,000,000     USD   10/3/2015   JP Morgan Chase Bank   Receive     4.64 %   3 month LIBOR     (668,297 )  
  25,000,000     USD   12/2/2023   JP Morgan
Chase Bank
  Receive     5.34 %   3 month LIBOR     667,184    
                            $ 2,551,498    

 

Total Return Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Net Unrealized
Appreciation
(Depreciation)
 
  223,800,000       RUB       12/5/2007     JP Morgan Chase Bank     3 month     Return on    
   
                              LIBOR +0.25%     Russian Railways   $ 202,048    

 

Notes to Schedule of Investments:

144A - Securities exempt from registration under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional investors.

ACES - Aerolineas Centrales de Colombia

AMBAC - Insured as to the payment of principal and interest by AMBAC Assurance Corporation.

BPI - Indemnification payment bonds

CBO - Collateralized Bond Obligation

See accompanying notes to the financial statements.

30



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

DCB - Debt Conversion Bond

EMTN - Euromarket Medium Term Note

EURIBOR - Euro Interbank Offered Rate

FLIRB - Front Loaded Interest Reduction Bond

GDP - Gross Domestic Product

GMTN - Global Medium Term Note

LIBOR - London Interbank Offered Rate

MYDFA - Multi-Year Deposit Facility Agreement

PDI - Past Due Interest

PIK - Payment In Kind

VRRB - Variable Rate Reduction Bond

*  Non-performing. Borrower not currently paying interest.

* *  Non-income producing security.

(a)  Security is in default.

(b)  All or a portion of this security has been segregated to cover collateral requirements on reverse repurchase agreements (Note 2).

(c)  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees of GMO Trust (Note 2).

(d)  Indexed security in which price and/or coupon is linked to the prices of a specific instrument or financial statistic (Note 2).

(e)  All or a portion of this security has been segregated to cover margin requirements on open financial futures contracts and open swap contracts (Note 2).

(f)  Affiliated issuer (Note 8).

Variable and step up rates - The rates shown on variable and step up rate notes are the current interest rates at February 28, 2006, which are subject to change based on the terms of the security, including varying reset dates.

Currency Abbreviations:

ARS - Argentine Peso   JPY - Japanese Yen  
ATS - Austrian Schilling   KRW - Korean Won  
CHF - Swiss Franc   MYR - Malaysian Ringgit  
DEM - German Mark   NLG - Netherlands Guilder  
EUR - Euro   TWD - Taiwan Dollar  
FRF - French Franc   USD - United States Dollar  
GBP - British Pound   ZAR - South African Rand  
ITL - Italian Lira      

 

See accompanying notes to the financial statements.

31




GMO Emerging Country Debt Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value (cost $2,500,415,812) (Note 2)   $ 2,839,248,808    
Investments in affiliated issuers, at value (cost $127,517,160) (Notes 2 and 8)     128,318,012    
Foreign currency, at value (cost $453,810) (Note 2)     432,861    
Receivable for investments sold     404,860,599    
Receivable for Fund shares sold     150,038    
Interest receivable     39,352,625    
Unrealized appreciation on open forward currency contracts (Note 2)     3,322,414    
Receivable for open swap contracts (Note 2)     369,423,643    
Receivable for closed swap contracts (Note 2)     5,409,373    
Receivable for option premiums     1,843,500    
Total assets     3,792,361,873    
Liabilities:  
Payable for investments purchased     178,663,750    
Payable for Fund shares repurchased     516,268    
Written options outstanding, at value (premiums $5,344,500) (Note 2)     45,604,430    
Payable to affiliate for (Note 3):  
Management fee     749,555    
Shareholder service fee     254,777    
Trustees and Chief Compliance Officer fees     3,505    
Unrealized depreciation on open forward currency contracts (Note 2)     54,312    
Payable for open swap contracts (Note 2)     246,343,683    
Payable for closed swap contracts (Note 2)     971,134    
Payable for variation margin on open futures contracts (Note 2)     109,242    
Payable for reverse repurchase agreements (Note 2)     497,812,117    
Accrued expenses     511,048    
Total liabilities     971,593,821    
Net assets   $ 2,820,768,052    

 

See accompanying notes to the financial statements.

32



GMO Emerging Country Debt Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006 — (Continued)

Net assets consist of:  
Paid-in capital   $ 2,381,733,152    
Distributions in excess of net investment income     (51,321,688 )  
Accumulated net realized gain     71,439,459    
Net unrealized appreciation     418,917,129    
    $ 2,820,768,052    
Net assets attributable to:  
Class III shares   $ 1,020,976,146    
Class IV shares   $ 1,799,791,906    
Shares outstanding:  
Class III     90,323,171    
Class IV     159,207,055    
Net asset value per share:  
Class III   $ 11.30    
Class IV   $ 11.30    

 

See accompanying notes to the financial statements.

33



GMO Emerging Country Debt Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Interest   $ 224,377,329    
Dividends     1,451,764    
Dividends from affiliated issuers (Note 8)     2,565,653    
Total investment income     228,394,746    
Expenses:  
Management fee (Note 3)     9,396,929    
Shareholder service fee – Class III (Note 3)     1,631,227    
Shareholder service fee – Class IV (Note 3)     1,597,352    
Custodian and fund accounting agent fees     1,413,104    
Audit and tax fees     120,449    
Legal fees     251,820    
Trustees fees and related expenses (Note 3)     74,660    
Registration fees     33,336    
Interest expense (Note 2)     5,823,624    
Miscellaneous     48,131    
Total expenses     20,390,632    
Net investment income (loss)     208,004,114    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers     96,077,973    
Investments in affiliated issuers     1,052,526    
Realized gains distributions from affiliated issuers (Note 8)     185,975    
Closed futures contracts     (13,666 )  
Closed swap contracts     65,169,364    
Written options     1,990,250    
Foreign currency, forward contracts and foreign currency related transactions     53,378,078    
Net realized gain (loss)     217,840,500    
Change in net unrealized appreciation (depreciation) on:  
Investments     59,109,815    
Open futures contracts     (107,028 )  
Open swap contracts     28,652,429    
Written options     (40,259,930 )  
Foreign currency, forward contracts and foreign currency related transactions     8,051,656    
Net unrealized gain (loss)     55,446,942    
Net realized and unrealized gain (loss)     273,287,442    
Net increase (decrease) in net assets resulting from operations   $ 481,291,556    

 

See accompanying notes to the financial statements.

34



GMO Emerging Country Debt Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 208,004,114     $ 199,238,722    
Net realized gain (loss)     217,840,500       106,376,098    
Change in net unrealized appreciation (depreciation)     55,446,942       158,824,769    
Net increase (decrease) in net assets from operations     481,291,556       464,439,589    
Distributions to shareholders from:  
Net investment income  
Class III     (109,362,466 )     (101,367,334 )  
Class IV     (171,688,730 )     (152,736,370 )  
Total distributions from net investment income     (281,051,196 )     (254,103,704 )  
Net realized gains  
Class III     (50,025,113 )     (25,122,881 )  
Class IV     (74,287,587 )     (37,649,329 )  
Total distributions from net realized gains     (124,312,700 )     (62,772,210 )  
      (405,363,896 )     (316,875,914 )  
Net share transactions (Note 7):  
Class III     (100,779,282 )     104,134,829    
Class IV     205,303,225       220,470,474    
Increase (decrease) in net assets resulting from net share
transactions
    104,523,943       324,605,303    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     839,203       1,308,564    
Class IV     466,801       1,294,427    
Increase in net assets resulting from net purchase premiums
and redemption fees
    1,306,004       2,602,991    
Total increase (decrease) in net assets resulting from net share
transactions and net purchase premiums and redemption fees
    105,829,947       327,208,294    
Total increase (decrease) in net assets     181,757,607       474,771,969    
Net assets:  
Beginning of period     2,639,010,445       2,164,238,476    
End of period (including distributions in excess of net investment
income of $51,321,688 and $43,698,393, respectively)
  $ 2,820,768,052     $ 2,639,010,445    

 

See accompanying notes to the financial statements.

35




GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 11.09     $ 10.51     $ 9.51     $ 9.30     $ 8.96    
Income (loss) from investment operations:  
Net investment income (loss)      0.88       0.89       1.01       0.90       0.97    
Net realized and unrealized gain (loss)     1.14       1.16       1.81       0.49       0.56    
Total from investment operations     2.02       2.05       2.82       1.39       1.53    
Less distributions to shareholders:  
From net investment income     (1.26 )     (1.18 )     (1.06 )     (0.99 )     (1.19 )  
From net realized gains     (0.55 )     (0.29 )     (0.76 )     (0.19 )        
Total distributions     (1.81 )     (1.47 )     (1.82 )     (1.18 )     (1.19 )  
Net asset value, end of period   $ 11.30     $ 11.09     $ 10.51     $ 9.51     $ 9.30    
Total Return(a)      19.50 %     20.58 %     30.46 %     15.94 %(b)      18.53 %(b)   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,020,976     $ 1,088,609     $ 925,517     $ 822,080     $ 570,459    
Net operating expenses to average daily
net assets(c) 
    0.57 %     0.57 %     0.57 %     0.57 %     0.57 %  
Interest expense to average daily
net assets(d) 
    0.22 %     0.08 %     0.08 %     0.08 %     0.14 %  
Total net expenses to average daily
net assets
    0.79 %     0.65 %     0.65 %     0.65 %     0.71 %  
Net investment income to average daily
net assets
    7.75 %     8.22 %     9.44 %     9.78 %     10.78 %  
Portfolio turnover rate     144 %     121 %     119 %     121 %     130 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    (e)      (e)      (e)      0.01 %(e)      0.02 %  
Purchase premiums and redemption fees
consisted of the following per share
amounts: 
  $ 0.01     $ 0.01     $ 0.03     $ 0.01       (f)   

 

(a)  Calculation excludes purchase premiums and redemption fees which are borne by shareholders.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the period shown.

(c)  Net expenses exclude expenses incurred indirectly through investment in underlying fund(s) (See Note 3).

(d)  Interest expense incurred as a result of entering into reverse repurchase agreements is included in the Fund's net expenses. Income earned on investing proceeds from reverse repurchase agreements is included in interest income.

(e)  Effective June 30, 2002, the Fund ceased reimbursing any Fund fees or expenses (See Note 3).

(f)  Purchase and redemption fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

36



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class IV share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 11.09     $ 10.51     $ 9.52     $ 9.29     $ 8.95    
Income (loss) from investment operations:  
Net investment income (loss)      0.88       0.90       1.06       0.91       0.98    
Net realized and unrealized gain (loss)     1.15       1.16       1.75       0.50       0.55    
Total from investment operations     2.03       2.06       2.81       1.41       1.53    
Less distributions to shareholders:  
From net investment income     (1.27 )     (1.19 )     (1.06 )     (0.99 )     (1.19 )  
From net realized gains     (0.55 )     (0.29 )     (0.76 )     (0.19 )        
Total distributions     (1.82 )     (1.48 )     (1.82 )     (1.18 )     (1.19 )  
Net asset value, end of period   $ 11.30     $ 11.09     $ 10.51     $ 9.52     $ 9.29    
Total Return(a)      19.57 %     20.64 %     30.38 %     16.25 %(b)      18.60 %(b)   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,799,792     $ 1,550,402     $ 1,238,209     $ 616,174     $ 489,615    
Net operating expenses to average
daily net assets(c) 
    0.52 %     0.52 %     0.52 %     0.52 %     0.52 %  
Interest expense to average daily
net assets(d) 
    0.22 %     0.08 %     0.08 %     0.08 %     0.14 %  
Total net expenses to average daily
net assets
    0.74 %     0.60 %     0.60 %     0.60 %     0.66 %  
Net investment income to average
daily net assets
    7.75 %     8.29 %     9.95 %     9.89 %     10.83 %  
Portfolio turnover rate     144 %     121 %     119 %     121 %     130 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    (e)      (e)      (e)      0.01 %(e)      0.02 %  
Purchase premiums and redemption
fees consisted of the following per
share amounts: 
    (f)    $ 0.01     $ 0.04     $ 0.01       (f)   

 

(a)  Calculation excludes purchase premiums and redemption fees which are borne by shareholders.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(c)  Net expenses exclude expenses incurred indirectly through invesment in underlying fund(s) (See Note 3).

(d)  Interest expense incurred as a result of entering into reverse repurchase agreements is included in the Fund's net expenses. Income earned on investing proceeds from reverse repurchase agreements is included in interest income.

(e)  Effective June 30, 2002, the Fund ceased reimbursing any Fund fees or expenses (See Note 3).

(f)  Purchase and redemption fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

37




GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Emerging Country Debt Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return through direct and indirect investment primarily in sovereign debt of developing countries in Asia, Latin America, the Middle East, Africa and Eastern Europe. The Fund's benchmark is the J.P. Morgan Emerging Markets Bond Index Global (EMBIG).

Throughout the year ended February 28, 2006, the Fund had two classes of shares outstanding: Class III and Class IV. The principal economic difference between the classes of shares is the level of shareholder service fees borne by the classes. Eligibility for and automatic conversion between the classes of shares is generally based on the total amount of assets invested in the Fund or with GMO, as more fully outlined in the Fund's prospectus.

The financial statements of other fund(s) of the Trust in which the Fund invests ("underlying fund(s)") should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect). Shares of GMO Short-Duration Collateral Fund, GMO Special Purpose Holding Fund and GMO World Opportunity Overlay Fund are not publicly available for direct purchase.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations

38



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of the underlying fund(s) and other mutual funds are valued at their net asset value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value.

Some fixed income securities are valued at the closing bid for such securities as supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager is informed of erratic or unusual movements (including unusual inactivity) in the prices supplied for a security, and at its discretion, may override a price supplied by a source (by taking a price supplied by another source).

Certain investments in securities held by the Fund, or underlying fund(s) in which it invests, are valued on the basis of a price provided by a principal market maker. The prices provided by the principal market maker may differ from the value that would be realized if the securities were sold and the differences could be material to the Fund or underlying fund(s). As of February 28, 2006, the total value of these securities represented 25.3% of net assets.

GMO Special Purpose Holding Fund ("SPHF"), a holding of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. In July of 2005, SPHF entered into a settlement agreement with one defendant in the lawsuit and the Fund received $133,529 indirectly in conjunction with the settlement. In April of 2006, SPHF entered into an additional settlement agreement with another defendant and the Fund indirectly received $743,312 in conjunction with that settlement. Those settlement proceeds received in April of 2006 are not reflected in the net asset value of the Fund as of February 28, 2006. The outcome of the lawsuits against the remaining defendants is not predictable and any potential recoveries are not reflected in the net assets of the Fund. To the extent additional recoveries are realized, such recoveries may be material to the net asset value of the Fund.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and

39



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. The value of the currencies the Fund has committed to buy or sell is shown in the Schedule of Investments and represents the currency exposure the Fund has acquired or hedged through forward currency contracts as of February 28, 2006.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with the futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

40



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. See the Schedule of Investments for open written options contracts entered into by the Fund as of February 28, 2006.

For the year ended February 28, 2006, the Fund's investment activity in written option contracts was as follows:

    Puts   Calls  
    Principal
Amount
of Contracts
 

Premiums
  Principal
Amount
of Contracts
 

Premiums
 
Outstanding, beginning of period   $     $     $     $    
Options written     480,000,000       6,943,750       130,000,000       1,187,250    
Options exercised     (60,000,000 )     (540,000 )     (38,000,000 )     (256,250 )  
Options expired     (120,000,000 )     (1,059,250 )     (92,000,000 )     (931,000 )  
Options sold                          
Outstanding, end of period   $ 300,000,000     $ 5,344,500     $     $    

 

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss.

41



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

The risk associated with purchasing put and call options is limited to the premium paid. See the Schedule of Investments for open purchased option contracts entered into by the Fund as of February 28, 2006.

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Loan agreements

The Fund may invest in direct debt instruments which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates. The Fund's investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. A loan is often administered by a bank or other financial institution (the "lender") that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan agreement and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. See the Schedule of Investments for open loan agreements entered into by the Fund as of February 28, 2006.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. See the Schedule of Investments for indexed securities held by the Fund as of February 28, 2006.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into interest rate, total return, forward swap spread lock and credit default swap agreements. Interest rate swap agreements involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. Forward swap spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the

42



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. The Fund may use credit default swaps to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where the Fund owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreements. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. See the Schedule of Investments for a summary of open swap agreements entered into by the Fund as of February 28, 2006.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. As of February 28, 2006, the Fund did not enter into any repurchase agreements.

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its

43



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities the Fund has sold but is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. Interest expense incurred as a result of entering into reverse repurchase agreements is included in the Fund's net expense. As of February 28, 2006, the Fund had entered into reverse repurchase agreements having a market value plus accrued interest of $497,812,117, collateralized by securities with a market value of $498,754,640. See the Schedule of Investments for open reverse repurchase agreements entered into by the Fund as of February 28, 2006.

Delayed delivery commitments

The Fund may purchase or sell securities on a when-issued or forward commitment basis. Payment and delivery may take a month or more after the date of the transaction. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. Collateral consisting of liquid securities or cash and cash equivalents is maintained with the custodian in an amount at least equal to these commitments. As of February 28, 2006, the Fund did not enter into any delayed delivery commitments.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 28, 2006, the Fund did not participate in securities lending.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in

44



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $314,677,198 and $254,103,704, respectively and long-term capital gains – $90,686,698 and $62,772,210, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $65,079,075 and $33,725,771 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to differing treatments for defaulted bonds and certain differences in the computation of distributable income and capital gains under U.S. Federal tax rules versus U.S. GAAP.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:


Aggregate Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 2,646,629,059     $ 442,963,600     $ (122,025,839 )   $ 320,937,761    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to foreign currency transactions and certain differences in the computation of distributable income and capital gains under U.S. Federal tax rules versus U.S. GAAP. The financial highlights exclude these adjustments.

Distributions
in Excess of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 65,423,787     $ (65,423,787 )   $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if

45



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities is accrued daily based upon an inflation adjusted principal. Additionally, any increase in the principal or face amount of the securities adjusted for inflation is recorded as interest income. Income is not recognized, nor are premiums amortized or discounts accreted on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Allocation of operating activity

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. Investment income, common expenses and realized and unrealized gains and losses are allocated pro rata between the classes of shares of the Fund based on the relative net assets of each class. Shareholder service fees, which are directly attributable to a class of shares, are charged to that class's operations.

Purchases and redemptions of Fund shares

As of the date of this report, the premium on cash purchases of Fund shares was 0.50% of the amount invested. In the case of cash redemptions, the fee is currently 0.25% of the amount redeemed. If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in-capital. For the years ended February 28, 2006 and February 28, 2005, the Fund received $394,550 and $1,785,929 in purchase premiums and $911,454 and $817,062 in redemption fees, respectively. There is no premium for reinvested distributions or in-kind transactions.

Investment risks

Investments in emerging country debt present certain risks that are not inherent in many other securities. Many emerging countries present elements of political and/or economic instability, which may result in the Fund's inability to collect on a timely basis, or in full, principal and interest payments. Further, countries may impose various types of foreign currency regulations or controls which may impede the Fund's ability to repatriate amounts it receives. The Fund may acquire interests in securities or bank loans which are in default at the time of acquisition in anticipation of improving conditions in the related countries. These factors may result in significant volatility in the values of its holdings. The markets for emerging country debt are typically less liquid than those of developed markets.

The Fund owns loans and bonds representing significant exposure to the risk of default in many countries, but has the most sizable of such positions relating to Russia, Mexico and Brazil. The Fund's financial

46



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

position would be substantially adversely affected in the case of a default by these countries on obligations held by the Fund, or on obligations issued by those countries generally. The Fund has purchased default protection in the form of credit default swap agreements with respect to debt associated with those countries, which may offset some of the losses that the Fund might experience in the case of a default on bonds issued by such countries; however the Fund as of February 28, 2006, has sold more of such default protection than it has purchased. In addition, it is important to note that (i) such protection would not cover losses due to defaults on loan assignments or participations, (ii) such protection will generally not be sufficient to cover all of the Fund's losses in the case of default, and (iii) due to the privately negotiated nature of such instruments, under some circumstances, the protection offered by such instruments may not be realized, even if the Fund incurs substantial losses due to weakening of the credit or virtual default by the countries.

Other matters

In July 2005, the Fund entered into litigation against the Government of Argentina ("Argentina") related to Argentina's failure to make payments on certain sovereign debt. The applicable defaulted sovereign debt, which continues to be valued according to the Fund's valuation policy, represented 1.6% of the net assets of the Fund as of February 28, 2006. The Fund's costs associated with this action will be borne by the Fund.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.35% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets of each class at the annual rate of 0.15% for Class III shares and 0.10% for Class IV shares.

The Fund incurs fees and expenses indirectly as a shareholder in the underlying fund(s). For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
< 0.001%     0.000 %     0.001 %     0.001 %  

 

        

The Fund's portion of the fees paid by the Trust to the independent Trustees and Chief Compliance Officer ("CCO") during the year ended February 28, 2006 was $51,874 and $16,734, respectively. No remuneration was paid to any other officer of the Trust.

47



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $3,818,839,739 and $3,887,455,427, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related parties

As of February 28, 2006, 50.1% of the outstanding shares of the Fund were held by four shareholders, each holding in excess of 10% of the Fund's shares outstanding. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, 0.2% of the Fund's shares were held by twenty-five related parties comprised of certain GMO employee accounts, and 18.4% of the Fund's shares was held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     7,279,052     $ 82,133,042       18,447,846     $ 196,778,449    
Shares issued to shareholders
in reinvestment of distributions
    14,206,621       151,317,024       10,496,759       111,419,528    
Shares repurchased     (29,288,921 )     (334,229,348 )     (18,872,655 )     (204,063,148 )  
Purchase premiums and
redemption fees
          839,203             1,308,564    
Net increase (decrease)     (7,803,248 )   $ (99,940,079 )     10,071,950     $ 105,443,393    

 

48



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     12,753,479     $ 144,733,629       20,627,830     $ 217,128,999    
Shares issued to shareholders
in reinvestment of distributions
    22,808,057       243,099,656       17,398,521       184,619,120    
Shares repurchased     (16,093,592 )     (182,530,060 )     (16,105,655 )     (181,277,645 )  
Purchase premiums and
redemption fees
          466,801             1,294,427    
Net increase (decrease)     19,467,944     $ 205,770,026       21,920,696     $ 221,764,901    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of these issuers during the year ended February 28, 2006 is set forth below:



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
 
Value, end
of period
 
GMO Short-Duration
Collateral Fund
  $ 102,308,184     $ 107,465,653     $ 113,000,000     $ 2,565,653     $     $ 98,479,942    
GMO Special Purpose
Holding Fund
    332,058                         185,975       176,198 *   
GMO World Opportunity
Overlay Fund
    16,308,824       13,200,000                         29,650,120    
Totals   $ 118,949,066     $ 120,665,653     $ 113,000,000     $ 2,565,653     $ 185,975     $ 128,306,260    

 

*  After the effect of return of capital distributions of $118,024 and $33,736 on April 5, 2005 and February 21, 2006, respectively.

49




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Emerging Country Debt Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Emerging Country Debt Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

50



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual Expenses

The first line of the table for each class 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums and redemption fees. 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.

    Annualized
Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.83 %   $ 1,000.00     $ 1,105.60     $ 4.33    
2) Hypothetical     0.83 %   $ 1,000.00     $ 1,020.68     $ 4.16    
Class IV  
1) Actual     0.78 %   $ 1,000.00     $ 1,106.10     $ 4.07    
2) Hypothetical     0.78 %   $ 1,000.00     $ 1,020.93     $ 3.91    

 

*  Expenses are calculated using each Class's annualized expense ratio (including interest expense and indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

51



GMO Emerging Country Debt Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $90,686,698 from long-term capital gains.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006, $9,012,028 and $19,353,010, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

52



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

53



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

54



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

55



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

56




GMO Emerging Markets Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Emerging Markets Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Emerging Markets Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Emerging Markets Fund returned +38.0% for the fiscal year ended February 28, 2006, as compared to +37.9% for the S&P/IFC Investable Composite Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in emerging markets equities throughout the fiscal year.

Country selection detracted 0.3% from performance during the period. The Fund's overweights in Brazil and Korea contributed positively to performance. The Fund's underweight in Russia and overweight in Taiwan detracted from performance.

Stock selection added 0.4% during the fiscal year. Stock selection was particularly successful in Brazil, Korea, and Taiwan. Stock selection in South Africa detracted from performance.

For the period, the value and the momentum models outperformed while the macroeconomic and the reversal models underperformed.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Each performance figure assumes a purchase at the beginning and a redemption at the end of the stated period and reflects a transaction fee of .80% on the purchase and .80% on the redemption. Transaction fees are retained by the Fund to cover trading costs. Performance for Class IV, V and VI shares will vary due to different fees. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.

*  For the period from 10/27/04 to 2/11/05, no Class V shares were outstanding. Performance for that period is that of Class IV shares, which have higher expenses. Therefore, the performance shown is lower than it would have been if Class V shares had been outstanding.



GMO Emerging Markets Fund

(A Series of GMO Trust)

Investments Concentration Summary

February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     77.9 %  
Preferred Stocks     16.6    
Debt Obligation(s)     2.0    
Private Equity Securities     0.7    
Investment Funds     0.3    
Convertible Securities     0.0    
Mutual Funds     0.0    
Rights And Warrants     0.0    
Swaps     0.1    
Short-Term Investment(s)     2.5    
Other     (0.1 )  
      100.0 %  
Country Summary**   % of Investments  
South Korea     25.3 %  
Brazil     19.2    
Taiwan     18.6    
China     7.8    
Mexico     6.6    
South Africa     6.3    
Russia     3.3    
India     2.8    
United States     2.0    
Malaysia     1.8    
Israel     1.7    
Thailand     1.4    
Turkey     1.1    
Poland     0.9    
Philippines     0.5    
Chile     0.3    
Argentina     0.2    
Venezuela     0.1    
Indonesia     0.1    
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

**  The table excludes short-term investments and any investment in the underlying fund(s) that is less than 3% of invested assets.

1



GMO Emerging Markets Fund

(A Series of GMO Trust)

Investments Concentration Summary — (Continued)

February 28, 2006 (Unaudited)

Industry Sector Summary   % of Investments*  
Financials     21.3 %  
Information Technology     20.7    
Energy     13.5    
Materials     9.6    
Telecommunication Services     9.3    
Consumer Discretionary     8.8    
Industrials     8.1    
Utilities     3.6    
Consumer Staples     3.0    
Health Care     1.0    
Miscellaneous     1.1    
      100.0 %  

 

* The table excludes short-term investment(s).

2




GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments

(showing percentage of total net assets)

February 28, 2006

    Shares   Description   Value ($)  
        COMMON STOCKS — 77.8%  
        Argentina — 0.2%  
    431,100     IRSA Inversiones y Representaciones SA GDR *      5,505,147    
    273,350     Telecom Argentina SA ADR *      3,441,477    
    124,598     Tenaris SA ADR     19,954,370    
        28,900,994    
        Brazil — 5.3%  
    267,637,000     Aes Tiete SA     6,742,915    
    6,380,020     Banco do Brasil SA     165,216,529    
    3,834,000     Companhia de Concessoes Rodoviarias     36,200,471    
    383,277,898     Companhia Saneamento Basico SAO PA     30,882,434    
    1,574,272     Companhia Siderurgica Nacional SA     47,402,379    
    14,306     Cyrela Brazil Realty ADR     2,628,099    
    896,700     Cyrela Brazil Realty SA     16,472,930    
    2,425,069,400     Electrobras (Centro)     51,379,266    
    1,791,100     Iochpe Maxion SA     14,296,748    
    1,503,000     Localiza Rent A Car *      26,167,134    
    2,533,400     Petroleo Brasileiro SA (Petrobras)     57,981,276    
    200,000     Petroleo Brasileiro SA (Petrobras) ADR     17,508,000    
    1,073,200     Rossi Residencial SA     14,302,595    
    2,413,104     Souza Cruz SA (Registered)     39,807,409    
    3,029,538     Tele Centro Oeste Celular Participacoes SA     46,366,840    
    535,900     Tractebel Energia SA     4,403,793    
    872,900     Unibanco-Uniao de Bancos Brasileiros SA GDR     76,771,555    
    357,400     Universo Online SA *      2,642,421    
        657,172,794    
        Chile — 0.3%  
    123,076     Banco De Chile ADR     5,398,113    
    230,600     Banco Santander Chile SA ADR     10,951,194    
    131,000     Compania Cervecerias Unidas ADR     3,563,200    
    624,600     Compania de Telecommunicaciones de Chile ADR     5,371,560    
    129,400     Empresa Nacional de Electricidad SA ADR     4,089,040    

 

See accompanying notes to the financial statements.

3



GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)

(showing percentage of total net assets)

February 28, 2006

    Shares   Description   Value ($)  
        Chile — continued  
    354,281     Enersis SA ADR     4,347,028    
    86,700     Lan Airlines SA     3,541,695    
        37,261,830    
        China — 7.5%  
    41,492,000     Bank of Communications Co Ltd *      24,886,429    
    6,316,800     Beijing Enterprises H Shares     12,514,884    
    64,444,000     China Construction Bank Class H 144A *      30,112,466    
    38,171,100     China Cosco Holdings Co Ltd *      18,426,477    
    282,600     China Finance Online Co ADR *      1,667,340    
    50,708,442     China Mobile Ltd     245,005,068    
    382,249     China Mobile Ltd ADR *      9,261,893    
    8,516,000     China Paradise Eletronics *      4,061,563    
    209,189,301     China Petroleum & Chemical Corp Class H     124,455,487    
    9,779,000     China Resources Enterprise Ltd     21,386,513    
    983,000     China Telecom Corp Ltd ADR     36,066,270    
    173,074,100     China Telecom Corp Ltd Class H     63,244,920    
    25,108,000     CNOOC Ltd     20,807,415    
    52,000     CNOOC Ltd ADR     4,309,760    
    10,622,000     Foxconn International Holdings 144A *      18,271,499    
    32,395,200     Guangdong Investments Ltd     14,672,818    
    16,304,000     Huaneng Power International Inc Class H     10,914,658    
    2,258,000     Parkson Retail Group Ltd *      5,733,846    
    2,910,000     Peace Mark Holdings Ltd     1,259,891    
    217,104,601     PetroChina Co Ltd Class H     211,135,407    
    21,824,000     Pico Far East Holding Ltd *      4,810,456    
    1,060,300     Shandong Molong Petroleum Machinery Co Ltd     239,712    
    12,255,000     Shanghai Industrial Holdings Ltd     26,235,958    
    33,902,000     Sinochem Hong Kong Holding *      9,900,228    
    9,064,887     Weiqiao Textile Co     14,515,224    
        933,896,182    
        Hungary — 0.0%  
    100     Magyar Telecom     2,325    

 

See accompanying notes to the financial statements.

4



GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)

(showing percentage of total net assets)

February 28, 2006

    Shares   Description   Value ($)  
        India — 2.7%  
    1,686,500     Amtek Auto Ltd     13,231,862    
    2,252,000     Bank of India     6,801,956    
    535,463     Bharat Electronics Ltd     13,284,667    
    5,948,177     CBAY Systems Ltd (a) (b)      9,718,528    
    2,974,088     CBAY Systems Ltd INR (a) (b)      4,859,264    
    21,797,849     Centurion Bank Ltd *      12,622,863    
    3,000     Cipla Ltd (Shares Under Objection) * (b)         
    184,105     Galaxy Entertainment Corp Ltd *      1,034,715    
    2,242,410     Gammon India Ltd     26,989,834    
    1,046,820     Geodesic Information Systems Ltd     4,983,537    
    200     HCL Infosystems Ltd (Shares Under Objection)        
    636,800     HCL Technologies Ltd     8,731,941    
    155,789     Hero Honda Motors Ltd     3,120,138    
    2,593,725     Hexaware Technologies Ltd     8,006,792    
    714,000     ICICI Bank Ltd     9,851,236    
    136,000     Infosys Technologies Inc     8,646,585    
    1,500     ITC Ltd (Shares Under Objection) *         
    1,522,593     IVRCL Infrastructure     35,438,891    
    1,656,245     Jaiprakash Associates Ltd     16,585,849    
    325,272     Jindal Steel & Power Ltd     11,296,194    
    440,338     KEI Industries     3,077,357    
    1,235,178     Kirloskar Brothers Ltd     8,591,711    
    87     Mahind GESCO Developers Ltd *      707    
    680,000     Mahindra & Mahindra     8,976,883    
    700     National Thermal Power Co     2,077    
    15,956     NIIT Technologies Ltd     63,016    
    306,800     Raymond Ltd     3,021,769    
    912,279     Reliance Capital Ltd     10,263,152    
    364,911     Reliance Energy Ltd     5,083,355    
    900     Reliance Energy Ltd (Shares Under Objection) *         
    7,133     Reliance Industries Ltd (Shares Under Objection) *         
    1,882,800     Rolta India Ltd     9,374,809    
    174,899     Sakthi Sugars Ltd *      668,057    
    328,200     Satyam Computer Services Ltd     5,697,594    
    2,889,220     Shasun Chemicals     6,270,165    

 

See accompanying notes to the financial statements.

5



GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)

(showing percentage of total net assets)

February 28, 2006

    Shares   Description   Value ($)  
        India — continued  
    219,144     Siemens India Ltd     22,257,439    
    1,975,450     Sintex Industries Ltd     8,548,449    
    2,053,963     Spicejet Ltd *      3,474,814    
    1,846,700     Syndicate Bank     3,872,902    
    668,119     Tasc Pharmaceuticals Ltd *      3,381,618    
    1,850,100     Union Bank of India     5,065,672    
    5,748,111     United Phosphorous     35,110,682    
    262,100     UTV Software Communications Ltd * (a)      1,050,192    
    67,166     Welspun India Ltd *      155,249    
    600     Wockhardt Ltd     6,908    
        339,219,429    
        Indonesia — 0.1%  
    60,628,000     Matahari Putra Prima Tbk PT     5,184,576    
    15,814,950     Mayora Indah Tbk PT     1,253,708    
    63,946,500     Summarecon Agung     5,884,793    
        12,323,077    
        Israel — 1.6%  
    8,509,700     Bank Hapoalim B.M.     38,945,062    
    5,624,300     Bank Leumi Le     20,293,995    
    1,296,500     Check Point Software Technologies Ltd *      27,563,590    
    2,359,900     Israel Chemicals Ltd     8,814,993    
    4,167,800     Israel Discount Bank Class A *      7,868,888    
    22,300     Teva Pharmaceutical Industries     937,994    
    2,138,400     Teva Pharmaceutical Industries ADR     89,791,416    
    31,500     The Israel Corp Ltd     10,517,956    
        204,733,894    
        Lebanon — 0.0%  
    12,059     Banque Libanaise pour le Commerce Sal *      35,695    
        Malaysia — 1.8%  
    21,744,060     Arab-Malaysian Corp Berhad *      7,613,640    

 

See accompanying notes to the financial statements.

6



GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)

(showing percentage of total net assets)

February 28, 2006

    Shares   Description   Value ($)  
        Malaysia — continued  
    18,047,700     Berjaya Sports Toto     22,256,239    
    49,781,030     Bumiputra-Commerce Holdings Berhad     77,632,947    
    1,073,817     Edaran Otomobil Berhad     866,685    
    11,370,000     Habib Corporation Berhad     4,342,636    
    9,802,531     Highlands and Lowlands Berhad     11,120,002    
    9,954,740     IJM Corp Berhad     12,264,293    
    11,900,860     Maxis Communications Berhad     27,855,701    
    14,749,540     MISC Berhad     38,476,647    
    1,370,900     Sunway City Berhad     622,127    
    3,343,628     Top Glove Corp Berhad     6,886,344    
    6,651,800     UMW Holdings Berhard     12,888,198    
        222,825,459    
        Mexico — 6.4%  
    5,700,900     Alfa SA de CV Class A     30,265,112    
    3,034,530     America Movil SA de CV Class L ADR     105,389,227    
    4,595,289     Carso Global Telecom Class A *      11,055,015    
    77,471     Cemex SA de CV ADR (Participating Certificates)     4,784,609    
    22,703,072     Cemex SA de CV CPO     140,531,474    
    27,921,500     Corporacion GEO SA de CV Series B *      109,287,017    
    2,985,854     Fomento Economico Mexicano SA de CV     25,796,638    
    6,551,000     Grupo Cementos de Chihuahua SA de CV     20,000,094    
    31,344,600     Grupo Financiero Banorte SA de CV     76,483,816    
    8,232,755     Grupo Financiero Serfin SA de CV Class B * (b)(c)(c)      7,859    
    11,703,800     Grupo Mexico SA Class B     29,999,716    
    3,638,532     Sare Holding SA de CV *      4,473,918    
    9,395,400     Telefonos de Mexico SA de CV Class L ADR     210,363,006    
    11,406,320     Wal-Mart de Mexico SA de CV Class V     32,580,152    
        801,017,653    
        Philippines — 0.5%  
    88,961,950     Ayala Land Inc     19,291,321    
    4,011,240     Bank of the Philippine Islands     4,566,677    
    6,219,000     Fil-Hispano Corp *      936,447    

 

See accompanying notes to the financial statements.

7



GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)

(showing percentage of total net assets)

February 28, 2006

    Shares   Description   Value ($)  
        Philippines — continued  
    5,745,823     First Philippine Holdings     4,605,572    
    367,517     Philippine Long Distance Telephone     12,615,911    
    253,700     Philippine Long Distance Telephone ADR     8,752,650    
    4,665,776     San Miguel Corp Class B     7,490,745    
    39,545,999     SM Prime Holdings     6,091,155    
        64,350,478    
        Poland — 0.2%  
    179,000     BRE Bank *      10,590,931    
    850,100     Polski Koncern Naftowy Orlen SA     15,633,478    
        26,224,409    
        Russia — 2.9%  
    410,400     JSC Mining & Smelting Co ADR     36,525,600    
    2,705,600     Lukoil ADR     216,448,000    
    651,800     Mobile Telesystems ADR     23,510,426    
    204,400     OAO Gazprom ADR     17,292,240    
    317,700     Polyus Gold Co ZAO ADR *      11,437,200    
    135,000     Rusia Petroleum *      418,500    
    5,500     Sberbank RF     8,552,500    
    2,200     Sberbank RF *      3,399,000    
    726,500     Unified Energy Systems GDR     50,092,175    
        367,675,641    
        South Africa — 6.1%  
    857,875     ABSA Group Ltd     15,935,203    
    1,850,600     AECI Ltd     16,033,546    
    6,088,430     African Bank Investments Ltd     28,450,519    
    204,300     AngloGold Ashanti Ltd     10,449,935    
    6,330,100     AVI Ltd     17,153,856    
    2,060,000     Barlow Ltd     39,729,890    
    4,335,790     Foschini Ltd     40,053,715    
    632,700     Impala Platinum Holdings Ltd     107,425,853    
    2,422,500     Mr. Price Group Ltd     8,324,239    

 

See accompanying notes to the financial statements.

8



GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)

(showing percentage of total net assets)

February 28, 2006

    Shares   Description   Value ($)  
        South Africa — continued  
    1,051,000     Naspers Ltd Class N     20,788,728    
    632,953     Nedcor Ltd     12,217,293    
    35,105,000     Old Mutual Plc     110,323,744    
    2,990,842     Remgro Ltd     62,729,159    
    27,075,971     Sanlam Ltd     70,091,550    
    2,581,310     Sasol Ltd     88,396,459    
    4,106,400     Steinhoff International Holdings     13,439,998    
    2,469,541     Telkom SA Ltd     64,974,545    
    1,400,948     Tiger Brands Ltd     34,727,214    
    413,600     Tongaat-Hulett Group     6,172,067    
        767,417,513    
        South Korea — 21.5%  
    856,356     Ace Digitech Co Ltd *      7,552,915    
    78,080     Amorepacific Corp     27,232,786    
    497,400     CDNetworks Co Ltd *      12,940,875    
    1,093,400     Cheil Industries Inc     42,079,559    
    131,800     CJ CGV Co Ltd     3,488,812    
    51,236     Clover Hitech Co Ltd *      212,395    
    767,230     Dae Han Pulp Industries *      2,893,639    
    88,400     Dae Won Kang Up Co     1,624,446    
    3,479,450     Daegu Bank     53,870,386    
    420,320     Daelim Industrial Co Ltd     28,091,741    
    709,260     Daesang Corp *      10,815,967    
    401,390     Daewoo Engineering & Construction Co Ltd     5,186,567    
    600,240     Daewoo International Corp     22,805,217    
    629,800     Daewoo Securities Co Ltd *      10,946,873    
    1,235,300     Dongwon Financial Holding Co Ltd     47,324,088    
    2,305,610     Doosan Infracore Co Ltd     38,724,355    
    924,000     DPI Co Ltd     7,456,217    
    853,000     Ecoplastic Corp     4,956,874    
    995,300     Global Enterprises     8,710,859    
    482,679     Hana Financial Group Inc     20,629,432    
    500,200     Hana Securities Co Ltd     9,133,022    

 

See accompanying notes to the financial statements.

9



GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)

(showing percentage of total net assets)

February 28, 2006

    Shares   Description   Value ($)  
        South Korea — continued  
    251,400     Hana Tour Service Inc     16,412,339    
    221,465     Hanil Cement Manufacturing     17,377,087    
    956,500     Hanjin Heavy Industry & Construction     23,947,385    
    637,900     Hanjin Shipping     14,932,126    
    286,700     Hanjin Transportation Co     8,171,584    
    2,287,200     Hansol CSN     10,009,688    
    3,452,938     Hanwha Corp     106,514,373    
    147,800     Honam Petrochemical Co     8,676,699    
    3,144,140     Hynix Semiconductor Inc *      106,060,741    
    1,917,800     Hyundai Development Co     87,034,985    
    193,100     Hyundai Engineering & Construction *      9,292,999    
    165,069     Hyundai Mipo Dockyard     13,150,238    
    518,300     Hyundai Mobis     43,577,020    
    2,122,820     Hyundai Motor Co     180,417,706    
    1,998,100     Hyundai Securities Co *      31,438,319    
    5,032,000     Industrial Bank of Korea     82,504,570    
    549,800     Inzi Controls Co Ltd     5,240,969    
    3,510,700     KIA Motors Corp     75,369,746    
    1,798,970     Kolon Construction     21,481,194    
    2,794,590     Kookmin Bank     211,822,192    
    40,900     Kookmin Bank ADR     3,098,175    
    212,900     Korea Cement Co Ltd *      2,847,441    
    1,402,500     Korea Electric Power Corp     59,847,411    
    201,500     Korea Electric Terminal Co     3,585,412    
    9,249,900     Korea Real Estate *      10,386,417    
    963,500     Korean Air Lines Co Ltd     31,760,443    
    400     KT Corp     15,845    
    1,743,300     KT&G Corp     103,343,982    
    576,000     KT&G Corp GDR 144A *      16,646,400    
    343,400     Kumgang Construction Co     8,139,342    
    563,100     Kumho Industrial Co Ltd     12,809,937    
    3,089,894     LG Corp     107,337,400    
    127,618     LG Home Shopping Inc     12,958,530    
    1,431,800     LG Insurance Co Ltd     21,688,919    

 

See accompanying notes to the financial statements.

10



GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)

(showing percentage of total net assets)

February 28, 2006

    Shares   Description   Value ($)  
        South Korea — continued  
    1,003,120     LG Investment & Securities Co Ltd     23,725,550    
    214,600     Megastudy Co Ltd     12,588,125    
    747,360     Nasan Co Ltd *      10,823,742    
    166,828     NHN Corp *      47,028,839    
    1,058,600     Poongsan Corp     22,798,626    
    267,349     POSCO     63,007,528    
    794,190     Pumyang Construction Co Ltd     8,679,199    
    455,300     Pyung Hwa Industrial Co     3,008,757    
    4,176,800     Samick Musical Instruments     7,993,729    
    566,924     Samsung Electronics Co Ltd     397,455,647    
    215,900     Samsung SDI Co Ltd     19,076,960    
    188,690     Samsung Securities     11,078,186    
    656,400     Sejong Industrial Co     3,051,900    
    234,600     SFA Engineering Corp     7,355,942    
    979,270     Shinhan Financial Group Co Ltd     38,258,377    
    1,523,620     Simm Tech Co Ltd     15,909,963    
    605,120     SK Corp     37,286,324    
    6,000     SK Telecom Co Ltd     1,246,844    
    2,150,400     SK Telecom Co Ltd ADR     51,932,160    
    264,683     SM Entertainment *      3,364,342    
    1,006,200     SSCP Co Ltd *      21,968,527    
    629,233     Taewoong Co Ltd     9,428,581    
    275,127     Wooree Eti Co Ltd     4,765,972    
    1,863,700     Woori Finance Holdings Co Ltd     36,609,454    
        2,693,017,913    
        Sri Lanka — 0.0%  
    417,000     Lanka Walltile Ltd     182,528    
        Taiwan — 18.1%  
    30,826,240     Acer Inc     68,209,486    
    62,206,511     Asustek Computer Inc     175,314,417    
    13,154,000     AU Optronics Corp     21,016,444    
    4,689,000     Avermedia Technologies Inc     6,257,443    

 

See accompanying notes to the financial statements.

11



GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)

(showing percentage of total net assets)

February 28, 2006

    Shares   Description   Value ($)  
        Taiwan — continued  
    26,736,255     Benq Corp     26,229,469    
    27,470,820     Cheng Loong Corp     8,566,362    
    70,039,000     China Bills Finance Corp     22,827,830    
    75,319,651     China Development Financial Holding Corp *      28,839,438    
    72,193,096     China Steel Corp     65,321,176    
    23,883,382     Chinatrust Financial Holding Co     20,032,734    
    37,486,499     Chung Hung Steel Corp     12,095,765    
    41,326,000     Chunghwa Telecom Co Ltd     75,236,103    
    845,220     Chunghwa Telecom Co Ltd ADR     15,974,658    
    24,561,565     Compal Electronics Inc     22,846,142    
    5,901,000     Delta Electronics Inc     14,047,110    
    22,474,300     Evergreen Marine Corp     14,549,825    
    25,671,305     Far Eastern International Bank     11,206,756    
    32,829,868     Far Eastern Textile Co Ltd     24,163,119    
    9,187,000     Far Eastone Telecommunications Co Ltd     11,241,374    
    26,176,960     Formosa Chemicals & Fibre Co     41,153,177    
    19,951,587     Formosa Petrochemical Corp     35,606,240    
    33,523,590     Formosa Plastics Corp     53,047,862    
    21,184,000     Fubon Financial Holding Co Ltd     18,923,842    
    18,975,917     Gigabyte Technology Co Ltd     15,985,546    
    4,200,600     High Tech Computer Corp     89,978,987    
    41,810,477     Hon Hai Precision Industry Co Ltd     264,378,841    
    47,844,876     Inventec Co Ltd     29,167,232    
    21,232,080     KGI Securities Co Ltd     6,549,063    
    4,020,633     Les Enphants Co Ltd     2,479,707    
    30,850,842     Lite-On Technology Corp     41,576,502    
    10,013,000     MediaTek Inc     102,485,102    
    96,647,000     Mega Financial Holdings Co Ltd     73,309,119    
    22,259,735     Micro-Star International Co Ltd     12,595,935    
    15,411,306     Mitac International Corp     21,665,303    
    6,987,772     Nan Ya Plastic Corp     9,884,433    
    6,530,719     Novatek Microelectronics     45,018,279    
    14,792,462     Oriental Union Chemical     9,543,156    
    22,582,556     Realtek Semiconductor Corp     24,761,722    

 

See accompanying notes to the financial statements.

12



GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)

(showing percentage of total net assets)

February 28, 2006

    Shares   Description   Value ($)  
        Taiwan — continued  
    22,886,736     Shin Kong Financial Holdings     19,783,639    
    19,969,636     Siliconware Precision Industries Co     25,311,324    
    39,289,128     Sinopac Holdings Co     20,784,294    
    49,900,125     Taishin Financial Holdings Co Ltd     30,316,511    
    50,716,000     Taiwan Cellular Corp     46,800,066    
    65,597,046     Taiwan Cement Corp     49,434,142    
    6,491,000     Taiwan FU Hsing Ind Co Ltd     7,031,995    
    193,917,804     Taiwan Semiconductor Manufacturing Co Ltd     359,321,465    
    2,873,238     Taiwan Semiconductor Manufacturing Co Ltd ADR     27,956,606    
    12,636,800     Tsann Kuen Enterprises Co Ltd     22,056,737    
    14,451,000     U-Ming Marine Transport Co     14,545,721    
    5,649,000     Waffer Technology Co Ltd     5,448,651    
    68,902,450     Walsin Lihwa Corp     22,408,133    
    23,361,703     Wan Hai Lines Ltd     14,353,296    
    44,157,000     Waterland Financial Holdings     14,372,644    
    9,903,445     Wintek Corp     13,928,180    
    29,161,600     Yang Ming Marine Transport     17,845,995    
    35,196,659     Yieh Phui Enterprise     14,355,135    
        2,268,140,233    
        Thailand — 1.4%  
    5,246,500     Advanced Info Service Pcl (Foreign Registered) (b)      12,632,166    
    27,379,600     Bangkok Dusit Medical Service Pcl (Foreign Registered) (b)      16,544,951    
    14,833,400     Central Pattana Pcl (Foreign Registered) (b)      6,824,236    
    13,394,100     Home Product Center Pcl (Foreign Registered) (b)      2,722,656    
    24,756,000     Kasikornbank Pcl NVDR (b)      42,159,702    
    20,525,000     Major Cineplex Group (b)      8,081,948    
    28,256,000     Power Line Engineering PCL (b)      6,412,833    
    7,807,900     Ptt Pcl (Foreign Registered) (b)      49,738,719    
    14,256,100     Saha Pathana International Holding Pcl (Foreign Registered) (b)      6,215,820    
    2,268,000     Siam Cement Pcl (Foreign Registered) NVDR (b)      14,021,384    
    3,108,050     Star Block Co Ltd (Foreign Registered) * (b) (c)      795    
    18,117,900     Yarnapund PCL (b)      6,055,761    
        171,410,971    

 

See accompanying notes to the financial statements.

13



GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)

(showing percentage of total net assets)

February 28, 2006

    Shares   Description   Value ($)  
        Turkey — 1.1%  
    5,937,992     Akbank TAS     60,109,746    
    2,862,695     Doktas Dokumculuk Ticaret     5,739,551    
    926,823     Finansbank AS *      5,074,956    
    81,588     Galatasaray Sportif Sinai ve Ticari Yatirimlar AS     7,420,149    
    42,150     Medya Holding AS * (b) (c)      321    
    2,865,700     Petkim Petrokimya Holding *      15,892,640    
    2,210,123     Trakya Cam Sanayii AS     9,580,564    
    2,178,571     Turkiye IS Bankasi Class C     20,571,747    
    1,716,996     Vestel Elektronik Sanayi *      7,460,047    
        131,849,721    
        Venezuela — 0.1%  
    1,054,012     Compania Anonima Nacional Telefonos de Venezuela (CANTV) ADR     18,255,488    
    TOTAL COMMON STOCKS (COST $6,647,108,966)     9,745,914,227    
        PREFERRED STOCKS — 16.6%  
        Brazil — 13.4%  
    2,978,106     Banco Bradesco SA 3.66%     122,854,761    
    4,803,370     Banco Itau Holding Financeira SA 2.79%     155,399,821    
    31,182,998     Caemi Mineracao e Metalurgica SA 1.35%     53,746,067    
    1,365,517,800     Companhia Energetica de Minas Gerais 4.11%     70,092,508    
    3,538,342,100     Companhia Paranaense de Energia 2.89%     38,824,286    
    449,800     Companhia Vale do Rio Doce Class A 0.36%     19,148,538    
    2,592,292,560     Electrobras (Centro) SA Class B 8.09%     56,948,645    
    741,656,700     Geracao Tiete 8.80%     19,380,518    
    4,145,388     Gerdau SA 4.84%     95,655,292    
    63,983,539     Investimentos Itau SA 4.28%     278,713,320    
    65,404,510     Net Servicos de Comunicacoa SA *      34,804,378    
    31,021,652     Petroleo Brasileiro SA (Petrobras) 0.44%     653,740,959    
    521,700     Petroleo Brasileiro SA ADR 2.26%     41,720,349    
    7,876,923     Sadia SA 4.03%     25,223,959    
    407,300     Tele Centro Oeste Celular SA ADR 6.50% (d)      5,991,383    
    13,373,023     Unipar, Class B 1.99%     13,413,958    
        1,685,658,742    

 

See accompanying notes to the financial statements.

14



GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)

(showing percentage of total net assets)

February 28, 2006

    Shares /
Par Value ($)
  Description   Value ($)  
        South Korea — 3.2%  
    679,600     Hyundai Motor Co 2.48%     36,492,562    
    425,560     LG Electronics Inc 2.84%     21,718,533    
    644,353     Samsung Electronics Co Ltd (Non Voting) 1.18% *      340,956,779    
        399,167,874    
    TOTAL PREFERRED STOCKS (COST $591,967,972)     2,084,826,616    
        DEBT OBLIGATION(S) — 2.0%  
        United States — 2.0%  
    61,922,771     U.S. Treasury Inflation Indexed Note, 3.88%, due 01/15/09 (e) (f)      65,514,787    
    173,156,573     U.S. Treasury Inflation Indexed Note, 3.63%, due 01/15/08 (e)      179,284,757    
        244,799,544    
    TOTAL DEBT OBLIGATION(S) (COST $246,364,578)     244,799,544    
        PRIVATE EQUITY SECURITIES — 0.7%  
        Poland — 0.7%  
    18,179,074     CHP Investors (Multimedia) * (a) (b)      42,295,435    
    18,340,378     MHP Investors (Tri Media Holdings Ltd) * (a) (b)      39,633,556    
        81,928,991    
        Russia — 0.0%  
    90,000     Divot Holdings NV-Class D * (a) (b) (c)      900    
    124,330     Divot Holdings NV-Class E * (a) (b) (c)      1,243    
    46,624     Divot Holdings NV, Convertible Securities-Class F * (a) (b) (c)      466    
        2,609    
        Sri Lanka — 0.0%  
    2,545,869     Millenium Information Technology * (a) (b)      787,470    
    TOTAL PRIVATE EQUITY SECURITIES (COST $51,088,068)     82,719,070    

 

See accompanying notes to the financial statements.

15



GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)

(showing percentage of total net assets)

February 28, 2006

    Shares   Description   Value ($)  
        INVESTMENT FUNDS — 0.4%  
        China — 0.1%  
    692,433     Martin Currie Sino-American Class B Series January 2007 (a)      7,755,247    
    500,000     Martin Currie Sino-American Class B Series June 2006 * (a)      5,600,000    
        13,355,247    
        India — 0.0%  
    170     SPG Infinity Technology Fund I * (a) (b)      132,688    
    1,371,900     TDA India Technology Fund II LP * (a) (b)      1,030,146    
    100     UTI Masterplus 1991 Units (Shares Under Objection) * (b)         
        1,162,834    
        Kazakhstan — 0.0%  
    450,000     Kazakhstan Investment Fund * (a) (b)      98,466    
        Poland — 0.0%  
    1,749,150     The Emerging European Fund II, LP* (a) (b)      519,497    
        Russia — 0.3%  
    9,500,000     NCH Eagle Fund LP* (a) (b)      30,201,328    
        Ukraine — 0.0%  
    16,667     Societe Generale Thalmann Ukraine Fund* (a) (b)      57,856    
    TOTAL INVESTMENT FUNDS (COST $28,855,825)     45,395,228    
        MUTUAL FUNDS — 0.0%  
        United States — 0.0%  
      Affiliated Issuer  
    8,064     GMO Special Purpose Holding Fund     45,402    
    TOTAL MUTUAL FUNDS (COST $0)     45,402    

 

See accompanying notes to the financial statements.

16



GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)

(showing percentage of total net assets)

February 28, 2006

    Shares /
Par Value ($)
  Description   Value ($)  
        RIGHTS AND WARRANTS — 0.0%  
        India — 0.0%  
    126,997     Arvind Mills Ltd Warrants, 144A, Expires 06/12/07 (Goldman Sachs) * (b) (g)      282,788    
    107,835     Hero Honda Motors Ltd Warrants, 144A, Expires 05/05/06 (Merrill Lynch) * (b) (g)      2,153,419    
    32,542     Uniphos Enterprises Ltd Warrants, 144A, Expires 01/28/09 (Merrill Lynch) * (b) (g)      25,523    
    142,330     United Phosphorus Ltd Warrants, 144A, Expires 01/28/09 (Merrill Lynch) * (b) (g)      4,346,566    
        6,808,296    
        Taiwan — 0.0%  
    301,091     Waffer Technology Corp Rights, Expires 03/22/06 *      15,310    
        Thailand — 0.0%  
    2,689,393     True Corp Pcl Warrants, Expires 04/03/08 * (b)         
    TOTAL RIGHTS AND WARRANTS (COST $2,604,510)     6,823,606    
        CONVERTIBLE SECURITIES — 0.0%  
        India — 0.0%  
USD     182,000     Jaiprakash, 0.50%, due 02/17/10     326,690    
        Russia — 0.0%  
USD     56,000     Lukinter Finance BV, 0.03%, due 11/29/07     221,746    
    TOTAL CONVERTIBLE SECURITIES (COST $373,240)     548,436    
        SHORT-TERM INVESTMENT(S) — 2.5%  
    310,600,000     Societe Generale Time Deposit, 4.56%, due 03/01/06     310,600,000    
    2,049,075     The Boston Global Investment Trust (h)      2,049,075    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $312,649,075)     312,649,075    
    TOTAL INVESTMENTS — 100.0%
(Cost $7,881,012,234)
    12,523,721,204    
        Other Assets and Liabilities (net) — 0.0%     (3,811,068 )  
    TOTAL NET ASSETS — 100.0%   $ 12,519,910,136    

 

See accompanying notes to the financial statements.

17



GMO Emerging Markets Fund

(A Series of GMO Trust)


Schedule of Investments — (Continued)
February 28, 2006

Additional information on each restricted security is as follows:




Issuer, Description
 


Acquisition
Date
 


Acquisition
Cost
  Market
Value as a
Percentage
of Fund's
Net Assets
  Market
Value as of
February 28, 2006
 
CBAY Systems Ltd   5/06/03-8/04/05   $ 6,100,570       0.12 %   $ 14,577,792    
CHP Investors (Multimedia)   12/13/99-3/05/01     18,178,923       0.34 %     42,295,435    
Divot Holdings NV, Private Equity
Securities-Class E
  9/21/01     124,330       0.00 %     1,243    
Divot Holdings NV, Private Equity
Securities-Class D
  6/26/00     1,502,100       0.00 %     900    
Divot Holdings NV, Convertible
Securities-Class F
  3/27/02     46,624       0.00 %     466    
Kazakhstan Investment Fund   10/16/97     3,285,000       0.00 %     98,466    
Martin Currie Sino-American
Class B Series June 2006
  3/17/05     5,000,000       0.04 %     5,600,000    
Martin Currie Sino-American
Class B Series January 2007
  1/20/06     7,500,000       0.06 %     7,755,247    
MHP Investors (Tri Media
Holdings Ltd)
  11/27/01     27,983,521       0.32 %     39,633,556    
Millenium Information Technology   10/21/99     2,252,570       0.01 %     787,470    
NCH Eagle Fund LP   1/21/97     9,500,000       0.24 %     30,201,328    
Societe Generale Thalmann
Ukraine Fund
  7/15/97     260,172       0.00 %     57,856    
SPG Infinity Technology Fund I   12/23/99     189,555       0.00 %     132,688    
TDA India Technology Fund II LP   2/23/00-3/23/04     1,371,900       0.01 %     1,030,146    
The Emerging European Fund II, LP   12/05/97-3/17/00     1,749,150       0.00 %     519,498    
UTV Software
Communications Ltd.
  2/29/00     3,004,959       0.01 %     1,050,192    
    $ 143,742,283    

 

See accompanying notes to the financial statements.

18



GMO Emerging Markets Fund

(A Series of GMO Trust)


Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Swap Agreements

Total Return Swaps




 

Notional
Amount
 

Expiration
Date
 


Counterparty
 


Receive
 


(Pay)
 


Index
  Net
Unrealized
Appreciation
(Depreciation)
 
  47,818,481 USD   1/10/2007   Deutsche Bank   Return on     1 month LIBOR            
      Index     + 0.55 %   Gazprom   $ 1,330,874    
  37,919,200 USD   1/31/2007   Deutsche Bank   Return on     1 month LIBOR            
      Index     + 0.55 %   Gazprom     203,404    
  21,450,275 USD   2/02/2007   Deutsche Bank   Return on     1 month LIBOR            
      Index     + 0.55 %   Gazprom     1,185    
  45,986,950 USD   2/02/2007   Deutsche Bank   Return on     1 month LIBOR            
      Index     + 0.55 %   Gazprom     246,680    
  50,231,250 USD   2/07/2007   Deutsche Bank   Return on     1 month LIBOR            
      Index     + 0.55 %   Gazprom     6,924,535    
  37,175,077 USD   5/19/2006   Merrill Lynch   Return on     3 month LIBOR     MSCI Turkey        
      Index     –4.00%     Index     1,555,922    
  13,763,101 USD   9/11/2006   Merrill Lynch   Return on     3 month LIBOR     MSCI Taiwan        
      Index     –3.50%     Index     1,156,625    
                $ 11,419,225    

 

Notes to Schedule of Investments:

144A - Securities exempt from registration under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional investors.

ADR - American Depositary Receipt

GDR - Global Depository Receipt

NVDR - Non-Voting Depository Receipt

USD - United States Dollar

*  Non-income producing security.

(a)  Direct placement securities are restricted as to resale.

(b)  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees of GMO Trust (Note 2).

See accompanying notes to the financial statements.

19



GMO Emerging Markets Fund

(A Series of GMO Trust)


Schedule of Investments — (Continued)
February 28, 2006

(c)  Bankrupt issuer.

(d)  All or a portion of this security is out on loan (Note 2).

(e)  Indexed security in which price and/or coupon is linked to prices of other securities, securities indices, or other financial indicators (Note 2).

(f)  All or a portion of this security is held as collateral for open swap contracts.

(g)  Structured warrants with risks similar to equity swaps.

(h)  All or a portion of this security represents investment of security lending collateral (Note 2).

As of February 28, 2006, 62.3% of the Net Assets of the Fund was valued using fair value prices based on tools by a third party vendor.

See accompanying notes to the financial statements.

20




GMO Emerging Markets Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value, including securities on loan of $1,913,771
(cost $7,881,012,234) (Note 2)
  $ 12,523,675,802    
Investments in affiliated issuers, at value (cost $0) (Notes 2 and 8)     45,402    
Cash     22,043,505    
Foreign currency, at value (cost $38,143,871) (Note 2)     38,097,296    
Receivable for investments sold     36,039,997    
Receivable for Fund shares sold     1,521    
Dividends and interest receivable     42,503,387    
Foreign taxes receivable     1,677,267    
Receivable for open swap contracts (Note 2)     11,419,225    
Receivable for expenses reimbursed by Manager (Note 3)     149,214    
Total assets     12,675,652,616    
Liabilities:  
Payable for investments purchased     58,386,649    
Collateral on securities loaned (Note 2)     2,049,075    
Payable for Fund shares repurchased     78,440,056    
Accrued capital gain and repatriation taxes payable (Note 2)     3,521,633    
Payable to affiliate for (Note 3):  
Management fee     7,813,815    
Shareholder service fee     1,053,721    
Trustees and Chief Compliance Officer fees     22,987    
Accrued expenses     4,454,544    
Total liabilities     155,742,480    
Net assets   $ 12,519,910,136    

 

See accompanying notes to the financial statements.

21



GMO Emerging Markets Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006 — (Continued)

Net assets consist of:  
Paid-in capital   $ 6,853,244,910    
Distributions in excess of net investment income     (4,399,665 )  
Accumulated net realized gain     1,018,497,950    
Net unrealized appreciation     4,652,566,941    
    $ 12,519,910,136    
Net assets attributable to:  
Class III shares   $ 4,788,394,870    
Class IV shares   $ 3,081,021,381    
Class V shares   $ 1,447,059,003    
Class VI shares   $ 3,203,434,882    
Shares outstanding:  
Class III     212,880,072    
Class IV     137,260,284    
Class V     64,500,031    
Class VI     142,667,750    
Net asset value per share:  
Class III   $ 22.49    
Class IV   $ 22.45    
Class V   $ 22.44    
Class VI   $ 22.45    

 

See accompanying notes to the financial statements.

22



GMO Emerging Markets Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends (net of withholding taxes of $33,147,118)   $ 299,376,263    
Interest (including securities lending income of $166,046)     8,064,424    
Total investment income     307,440,687    
Expenses:  
Management fee (Note 3)     84,958,860    
Shareholder service fee – Class III (Note 3)     6,846,533    
Shareholder service fee – Class IV (Note 3)     3,053,914    
Shareholder service fee – Class V (Note 3)     678,348    
Shareholder service fee – Class VI (Note 3)     1,219,588    
Custodian and fund accounting agent fees     14,030,341    
Transfer agent fees     65,019    
Audit and tax fees     164,658    
Legal fees     229,315    
Trustees fees and related expenses (Note 3)     197,225    
Registration fees     142,282    
Miscellaneous     271,915    
Total expenses     111,857,998    
Fees and expenses reimbursed by Manager (Note 3)     (696,016 )  
Net expenses     111,161,982    
Net investment income (loss)     196,278,705    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers (net of foreign capital gains tax and CPMF tax of
$1,857,451 and $440,804, respectively) (Note 2)
    2,073,003,290    
Investments in affiliated issuers     70,333    
Closed swap contracts     21,272,655    
Foreign currency, forward contracts and foreign currency related transactions     (10,347,881 )  
Net realized gain (loss)     2,083,998,397    
Change in net unrealized appreciation (depreciation) on:  
Investments (net of foreign capital gains tax accrual of $218,291) (Note 2)     1,325,998,306    
Open swap contracts     7,318,173    
Foreign currency, forward contracts and foreign currency related transactions     53,411    
Net unrealized gain (loss)     1,333,369,890    
Net realized and unrealized gain (loss)     3,417,368,287    
Net increase (decrease) in net assets resulting from operations   $ 3,613,646,992    

 

See accompanying notes to the financial statements.

23



GMO Emerging Markets Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 196,278,705     $ 163,707,788    
Net realized gain (loss)     2,083,998,397       979,476,425    
Change in net unrealized appreciation (depreciation)     1,333,369,890       1,234,346,922    
Net increase (decrease) in net assets from operations     3,613,646,992       2,377,531,135    
Distributions to shareholders from:  
Net investment income  
Class III     (94,886,366 )     (72,005,938 )  
Class IV     (59,321,922 )     (49,441,849 )  
Class V     (24,130,575 )     (1,769,486 )  
Class VI     (48,705,197 )     (31,573,876 )  
Total distributions from net investment income     (227,044,060 )     (154,791,149 )  
Net realized gains  
Class III     (605,236,149 )     (257,307,655 )  
Class IV     (364,582,631 )     (179,643,341 )  
Class V     (160,197,509 )     (24,240 )  
Class VI     (297,291,532 )     (117,184,878 )  
Total distributions from net realized gains     (1,427,307,821 )     (554,160,114 )  
      (1,654,351,881 )     (708,951,263 )  
Net share transactions (Note 7):  
Class III     (459,485,882 )     (332,269,901 )  
Class IV     (618,210,434 )     842,762,604    
Class V     1,113,485,811       (316,414,743 )  
Class VI     706,806,874       801,130,131    
Increase (decrease) in net assets resulting from net share
transactions
    742,596,369       995,208,091    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     2,889,096       3,225,794    
Class IV     1,273,937       697,130    
Class V     611,195          
Class VI     2,341,043       2,255,094    
Increase in net assets resulting from net purchase premiums and
redemption fees
    7,115,271       6,178,018    
Total increase (decrease) in net assets resulting from net share
transactions and net purchase premiums and redemption fees
    749,711,640       1,001,386,109    
Total increase (decrease) in net assets     2,709,006,751       2,669,965,981    
Net assets:  
Beginning of period     9,810,903,385       7,140,937,404    
End of period (including distributions in excess of net investment
income of $4,399,665 and accumulated undistributed net
investment income of $1,958,038, respectively)
  $ 12,519,910,136     $ 9,810,903,385    

 

See accompanying notes to the financial statements.

24




GMO Emerging Markets Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 19.05     $ 15.78     $ 8.82     $ 9.84     $ 9.04    
Income (loss) from investment operations:  
Net investment income (loss)      0.37       0.34       0.23       0.11       0.18    
Net realized and unrealized gain (loss)     6.24       4.40       6.97       (1.00 )     0.80    
Total from investment operations     6.61       4.74       7.20       (0.89 )     0.98    
Less distributions to shareholders:  
From net investment income     (0.43 )     (0.32 )     (0.24 )     (0.13 )     (0.18 )  
From net realized gains     (2.74 )     (1.15 )                    
Total distributions     (3.17 )     (1.47 )     (0.24 )     (0.13 )     (0.18 )  
Net asset value, end of period   $ 22.49     $ 19.05     $ 15.78     $ 8.82     $ 9.84    
Total Return(a)      37.99 %     31.45 %     82.10 %     (9.14 )%     11.15 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 4,788,395     $ 4,433,098     $ 4,079,172     $ 1,215,653     $ 826,960    
Net expenses to average daily net assets     1.10 %     1.11 %     1.12 %     1.16 %     1.19 %(b)   
Net investment income to average daily net assets     1.88 %     2.17 %     1.85 %     1.12 %     2.32 %  
Portfolio turnover rate     41 %     57 %     46 %     59 %     74 %  
Fees and expenses reimbursed by the Manager to
average daily net assets:
    0.01 %     0.01 %     0.02 %     0.02 %     0.02 %  
Purchase premiums and redemption fees consisted
of the following per share amounts: 
  $ 0.01     $ 0.01     $ 0.06     $ 0.05     $ 0.05    

 

(a)  The total returns would have been lower had certain expenses not been reimbursed on the Fund and underlying fund(s) during the periods shown. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(b)  Includes stamp duties and transfer taxes not reimbursed by the Manager, which approximate 0.035% of average daily net assets.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

25



GMO Emerging Markets Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class IV share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 19.02     $ 15.75     $ 8.81     $ 9.83     $ 9.03    
Income (loss) from investment operations:  
Net investment income (loss)      0.40       0.34       0.24       0.11       0.17    
Net realized and unrealized gain (loss)     6.20       4.41       6.94       (0.99 )     0.82    
Total from investment operations     6.60       4.75       7.18       (0.88 )     0.99    
Less distributions to shareholders:  
From net investment income     (0.43 )     (0.33 )     (0.24 )     (0.14 )     (0.19 )  
From net realized gains     (2.74 )     (1.15 )                    
Total distributions     (3.17 )     (1.48 )     (0.24 )     (0.14 )     (0.19 )  
Net asset value, end of period   $ 22.45     $ 19.02     $ 15.75     $ 8.81     $ 9.83    
Total Return(a)      38.05 %     31.59 %     81.97 %     (9.09 )%     11.22 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 3,081,021     $ 3,255,865     $ 1,799,736     $ 1,003,594     $ 735,455    
Net expenses to average daily net assets     1.05 %     1.06 %     1.08 %     1.12 %     1.14 %(b)   
Net investment income to average daily net assets     2.03 %     2.13 %     2.05 %     1.16 %     2.27 %  
Portfolio turnover rate     41 %     57 %     46 %     59 %     74 %  
Fees and expenses reimbursed by the Manager to
average daily net assets:
    0.01 %     0.01 %     0.02 %     0.02 %     0.02 %  
Purchase premiums and redemption fees consisted
of the following per share amounts: 
  $ 0.01     $ 0.00 (c)    $ 0.05     $ 0.02     $ 0.03    

 

(a)  The total returns would have been lower had certain expenses not been reimbursed on the Fund and underlying fund(s) during the periods shown. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(b)  Includes stamp duties and transfer taxes not reimbursed by the Manager, which approximate 0.035% of average daily net assets.

(c)  Purchase premiums and redemption fees were less than $0.01 per share

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

26



GMO Emerging Markets Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class V share outstanding throughout each period)

    Year Ended
February 28, 2006
  Period from
February 11, 2005
(commencement of
operations) through
February 28, 2005(a) 
  Period from
March 1, 2004
through
October 26, 2004(a) 
  Period from
August 4, 2003
(commencement of
operations) through
February 29, 2004
 
Net asset value, beginning of
period
  $ 19.02     $ 17.88     $ 15.77     $ 10.81    
Income (loss) from investment
operations:
 
Net investment income (loss)      0.22       (0.01 )     0.25       0.13    
Net realized and unrealized gain
(loss)
    6.39       1.15       (0.09 )     5.02    
Total from investment
operations
    6.61       1.14       0.16       5.15    
Less distributions to shareholders:  
From net investment income     (0.45 )           (0.07 )     (0.19 )  
From net realized gains     (2.74 )           (0.00 )(b)         
Total distributions     (3.19 )           (0.07 )     (0.19 )  
Net asset value, end of period   $ 22.44     $ 19.02     $ 15.86     $ 15.77    
Total Return(c)      38.12 %     6.38 %**     1.10 %**     47.82 %**  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,447,059     $ 38,564     $ 116,417     $ 382,193    
Net expenses to average daily net
assets
    1.04 %     1.03 %*     1.05 %*     1.07 %*  
Net investment income to average
daily net assets
    1.06 %     (0.05)%(d)**       1.70%(d)**       1.69 %*  
Portfolio turnover rate     41 %     57 %***     57 %***     46 %****  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.01 %     0.02 %*     0.01 %*     0.02 %*  
Purchase premiums and redemption
fees consisted of the following per
share amounts: 
  $ 0.02                 $ 0.03    

 

(a)  The class was inactive from October 27, 2004 to February 11, 2005.

(b)  Distributions from net realized gains were less than $0.01 per share.

(c)  The total returns would have been lower had certain expenses not been reimbursed on the Fund and underlying fund(s) during the periods shown. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(d)  The ratio for the period has not been annualized since the Fund believes it would not be appropriate because the Fund's dividend income is not earned ratably throughout the fiscal year.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

***  Calculation represents portfolio turnover of the Fund for the year ended February 28, 2005.

****  Calculation represents portfolio turnover of the Fund for the year ended February 29, 2004.

See accompanying notes to the financial statements.

27



GMO Emerging Markets Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class VI share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004(a)   
Net asset value, beginning of period   $ 19.03     $ 15.76     $ 10.45    
Income (loss) from investment operations:  
Net investment income (loss)      0.38       0.34       0.14    
Net realized and unrealized gain (loss)     6.23       4.41       5.42    
Total from investment operations     6.61       4.75       5.56    
Less distributions to shareholders:  
From net investment income     (0.45 )     (0.33 )     (0.25 )  
From net realized gains     (2.74 )     (1.15 )        
Total distributions     (3.19 )     (1.48 )     (0.25 )  
Net asset value, end of period   $ 22.45     $ 19.03     $ 15.76    
Total Return(b)      38.07 %     31.63 %     53.62 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 3,203,435     $ 2,083,376     $ 879,837    
Net expenses to average daily net assets     1.00 %     1.01 %     1.04 %*   
Net investment income to average daily net assets     1.94 %     2.15 %     1.54 %*   
Portfolio turnover rate     41 %     57 %     46 %***   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.01 %     0.01 %     0.02 %*   
Purchase premiums and redemption fees consisted of the following
per share amounts: 
  $ 0.02     $ 0.03     $ 0.04    

 

(a)  Period from June 30, 2003 (commencement of operations) through February 29, 2004.

(b)  The total returns would have been lower had certain expenses not been reimbursed on the Fund and underlying fund(s) during the periods shown. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

***  Calculation represents portfolio turnover of the Fund for the year ended February 29, 2004.

See accompanying notes to the financial statements.

28




GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Emerging Markets Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return through direct and indirect investment in equity securities traded in the securities markets of emerging countries in Asia, Latin America, the Middle East, Africa, and Europe ("Emerging Markets"). The Fund's benchmark is the S&P/IFC (Investable) Composite Index.

Throughout the year ended February 28, 2006, the Fund had four classes of shares outstanding: Class III, Class IV, Class V and Class VI. Class V was liquidated on October 26, 2004, but became operational again on February 11, 2005. The principal economic difference among the classes of shares is the level of shareholder service fees borne by the classes. Eligibility for and automatic conversion between the various classes of shares is generally based on the total amount of assets invested in the Fund or with GMO, as more fully outlined in the Fund's prospectus.

The financial statements of other fund(s) of the Trust in which the Fund invests ("underlying fund(s)") should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect). Shares of GMO Special Purpose Holding Fund are not publicly available for direct purchase.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining

29



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of underlying fund(s) and other mutual funds are valued at their net asset value. For other assets, and in cases where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's investments will be valued at "fair value", as determined in good faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close, but before the close of the NYSE. As a result, foreign equity securities held by the Fund are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

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 these restricted assets is small relative to the size of the Fund, representing less than 0.1% of the Fund's net assets as of February 28, 2006. The valuation of this possible claim and all matters relating to the Fund's response to these allegations are subject to supervision and control of the Trustees, and all costs in respect of this matter are being borne by the Fund.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These

30



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. As of February 28, 2006, the Fund did not enter into any forward currency contracts.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with the futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. As of February 28, 2006, the Fund did not enter into any futures contracts.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

31



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. As of February 28, 2006, the Fund did not enter into any purchased option contracts.

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. See the Schedule of Investments for indexed securities held by the Fund as of February 28, 2006.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of

32



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the price of the security or index underlying these transactions. See the Schedule of Investments for a summary of open swap agreements entered into by the Fund as of February 28, 2006.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. As of February 28, 2006, the Fund had loaned securities having a market value of $1,913,771, collateralized by cash in the amount of $2,049,075, which was invested in short-term instruments.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary. Taxes on foreign interest and dividend income are generally withheld in accordance with the applicable country's tax treaty with the United States.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Dividends received by shareholders of the Fund which are derived from foreign source income and foreign taxes paid by the Fund may be treated, to the extent allowable under the Code, as if received and paid by the shareholders of the Fund.

33



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests. The Fund has recorded a deferred tax liability in respect of unrealized appreciation on foreign securities of $3,521,633 for potential capital gains and repatriation taxes as of February 28, 2006. The accrual for capital gains and repatriation taxes is included in net unrealized gain (loss) in the Statement of Operations. For the year ended February 28, 2006, the Fund incurred $1,857,451 in capital gain taxes which is included in net realized gain (loss) in the Statement of Operations.

The Fund is subject to a Contribuição Provisória sobre Movimentações Financiera ("CPMF") tax which is applied to foreign exchange transactions representing capital inflows or outflows to/from the Brazilian market. During the year ended February 28, 2006, the Fund incurred $440,804 in CPMF tax which is included in the net realized gain (loss) on investments in the Statement of Operations.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income - $394,742,796 and $226,404,971, respectively and long-term capital gains - $1,259,609,085 and $482,546,292, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $168,163,226 and $907,893,265 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to passive foreign investment company transactions and losses on wash sale transactions.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:


Aggregate Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 7,940,662,294     $ 4,769,558,410     $ (186,499,500 )   $ 4,583,058,910    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to foreign currency transactions and passive foreign investment company transactions. The financial highlights exclude these adjustments.

Distributions in
Excess of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 24,407,652     $ (24,407,652 )   $    

 

34



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities is accrued daily based upon an inflation adjusted principal. Additionally, any increase in the principal or face amount of the securities adjusted for inflation is recorded as interest income. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Allocation of operating activity

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. Investment income, common expenses and realized and unrealized gains and losses are allocated pro rata among the classes of shares of the Fund based on the relative net assets of each class. Shareholder service fees, which are directly attributable to a class of shares, are charged to that class's operations.

Purchases and redemptions of Fund shares

As of the date of this report, the premium on cash purchases and fee on redemptions of Fund shares were each 0.80% of the amount invested or redeemed. If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. These fees are allocated relative to each class's net assets on the share transaction date. For the years ended February 28, 2006 and February 28, 2005, the Fund received $1,258,611 and $4,614,444 in purchase premiums and $5,856,660 and $1,563,574 in redemption fees, respectively. There is no premium for reinvested distributions or in-kind transactions.

Investment risks

Investments in securities of issuers in emerging countries present certain risks that are not inherent in many other investments. Many emerging countries present elements of political and/or economic instability. The securities markets of emerging countries are generally smaller and less developed than the securities markets of the U.S. and developed foreign markets. Further, countries may impose various types of foreign currency regulations or controls which may impede the Fund's ability to repatriate amounts it receives. The Fund may

35



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

acquire interests in securities in anticipation of improving conditions in the related countries. These factors may result in significant volatility in the values of its holdings. The markets in emerging countries are typically less liquid than those of developed markets. Accordingly, the Fund may not be able to realize in an actual sale amounts approximating those used to value its holdings.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.81% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets of each class at the annual rate of 0.15% for Class III shares, 0.105% for Class IV shares, 0.085% for Class V shares, and 0.055% for Class VI shares.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual direct operating expenses (excluding shareholder service fees, custody fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.81% of the average daily net assets.

The Fund incurs fees and expenses indirectly as a shareholder in the GMO Special Purpose Holding Fund. For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees)
  Indirect
Shareholder Service
Fees
  Total Indirect
Expenses
 
< (0.001%)     0.000 %   < 0.001%  

 

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $117,529 and $70,965, respectively. No remuneration was paid to any other officer of the Trust.

36



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 were as follows:

    Purchases   Sales  
Investments (non-U.S. Government securities)   $ 4,236,416,328     $ 5,097,089,506    

 

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Related parties

As of February 28, 2006, 0.7% of the Fund's shares were held by thirty-one related parties comprised of certain GMO employee accounts, and 25.4% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     11,031,646     $ 215,401,452       22,789,985     $ 356,466,932    
Shares issued to shareholders
in reinvestment of distributions
    33,704,110       653,183,451       18,207,389       302,857,058    
Shares repurchased     (64,515,411 )     (1,328,070,785 )     (66,895,746 )     (991,593,891 )  
Purchase premiums and
redemption fees
          2,889,096             3,225,794    
Net increase (decrease)     (19,779,655 )   $ (456,596,786 )     (25,898,372 )   $ (329,044,107 )  

 

37



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     44,751,392     $ 920,854,601       50,766,722     $ 746,501,294    
Shares issued to shareholders
in reinvestment of distributions
    21,481,005       412,298,040       13,485,724       223,882,226    
Shares repurchased     (100,173,580 )     (1,951,363,075 )     (7,304,133 )     (127,620,916 )  
Purchase premiums and
redemption fees
          1,273,937             697,130    
Net increase (decrease)     (33,941,183 )   $ (616,936,497 )     56,948,313     $ 843,459,734    
    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class V:   Shares   Amount   Shares   Amount  
Shares sold     89,416,484     $ 1,733,477,556       2,027,531     $ 36,252,254    
Shares issued to shareholders
in reinvestment of distributions
    9,153,541       184,328,084       39,776       557,259    
Shares repurchased     (36,097,525 )     (804,319,829 )     (24,279,304 )     (353,224,256 )  
Purchase premiums and
redemption fees
          611,195                
Net increase (decrease)     62,472,500     $ 1,114,097,006       (22,211,997 )   $ (316,414,743 )  
    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class VI:   Shares   Amount   Shares   Amount  
Shares sold     35,580,099     $ 780,535,719       49,525,885     $ 729,514,934    
Shares issued to shareholders
in reinvestment of distributions
    16,848,581       326,739,274       8,119,899       135,307,131    
Shares repurchased     (19,260,319 )     (400,468,119 )     (3,976,582 )     (63,691,934 )  
Purchase premiums and
redemption fees
          2,341,043             2,255,094    
Net increase (decrease)     33,168,361     $ 709,147,917       53,669,202     $ 803,385,225    

 

38



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 28, 2006 is set forth below:  

 



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Special Purpose
Holding Fund
  $ 125,078     $     $     $     $ 70,333     $ 45,402 *   

 

*  After the effect of return of capital distributions of $44,457 and $12,427 on April 5, 2005 and February 21, 2006, respectively.

39




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Emerging Markets Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Emerging Markets Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

40



GMO Emerging Markets Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual Expenses

The first line of the table for each class 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

41



GMO Emerging Markets Fund

(A Series of GMO Trust)

Fund Expenses — (Continued)
February 28, 2006 (Unaudited)

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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III      
  1 ) Actual     1.10 %   $ 1,000.00     $ 1,309.60     $ 6.30    
  2) Hypothetical       1.10 %   $ 1,000.00     $ 1,019.34     $ 5.51    
Class IV      
  1 ) Actual     1.06 %   $ 1,000.00     $ 1,310.60     $ 6.07    
  2) Hypothetical       1.06 %   $ 1,000.00     $ 1,019.54     $ 5.31    
Class V      
  1 ) Actual     1.04 %   $ 1,000.00     $ 1,310.30     $ 5.96    
  2) Hypothetical       1.04 %   $ 1,000.00     $ 1,019.64     $ 5.21    
Class VI      
  1 ) Actual     1.01 %   $ 1,000.00     $ 1,310.60     $ 5.79    
  2) Hypothetical       1.01 %   $ 1,000.00     $ 1,019.79     $ 5.06    

 

*  Expenses are calculated using each Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

42



GMO Emerging Markets Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

During the year ended February 28, 2006, the Fund paid foreign taxes of $35,004,569 and recognized foreign source income of $332,523,381.

The Fund's distributions to shareholders include $1,259,609,085 from long-term capital gains.

For taxable, non-corporate shareholders, 38.62% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006 $0 and $113,412,132, respectively, or if determined to be different, the qualified short-term capital gains of such year.

43



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary,
Provant, Inc.; Author of Legal Treatises.
    54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

44



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA
02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA
02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation
(a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.
 

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

45



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

46



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

47




GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Consolidated Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.




GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Fixed Income Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

Since its inception on April 11, 2005, the GMO Alternative Asset Opportunity Fund returned +6.5% for the fiscal year ended February 28, 2006, as compared to +5.1% for the Fund's benchmark, the GMO Alternative Asset Opportunity Index (50% JPMorgan U.S. 3-Month Cash Index / 50% Dow Jones AIG Commodities Index) for the same period. Consistent with the Fund's investment objectives and policies, during the period the Fund was exposed to commodities through futures and swaps.

The largest contributors to outperformance were Sugar, Natural Gas, and Gold. The largest detractors were Heating Oil, Wheat, and Soybean Oil.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.

*  The GMO Alternative Asset Opportunity Index is a composite benchmark computed by GMO and comprised 50% JPMorgan U.S. 3-Month Cash Index and 50% Dow Jones AIG Commodity Index.



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)
Consolidated Investment Concentration Summary
(a)
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Debt Obligation(s)     73.9 %  
Short-Term Investment(s)     14.8    
Mutual Fund     4.9    
Futures     0.1    
Call Options Purchased     0.0    
Forward Currency Contracts     0.0    
Swaps     0.0    
Other     6.3    
      100.0 %  

 

(a)  GMO Alternative Asset SPC Ltd. is a 100% owned subsidiary of GMO Alternative Asset Opportunity Fund.

1




GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)
Consolidated Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Par Value ($) /
Shares
  Description   Value ($)  
        DEBT OBLIGATIONS — 8.2%        
        U.S. Government — 8.2%        
  15,000,000     U.S. Treasury Note, 3.75%, due 03/31/07 (a) (c)      14,834,595    
    TOTAL DEBT OBLIGATIONS (COST $15,001,887)     14,834,595    
        MUTUAL FUNDS — 72.5%        
  4,837,581     GMO Short-Duration Collateral Fund (b)      123,842,063    
  8,155,414     Merrimac Cash Series, Premium Class (c)      8,155,414    
    TOTAL MUTUAL FUNDS (COST $131,785,470)     131,997,477    
        SHORT-TERM INVESTMENT(S) — 12.9%        
  7,000,000     Fannie Mae, 4.37%, due 03/27/06 (c)      6,954,115    
  1,600,000     Fannie Mae, 4.30%, due 03/03/06 (c)      1,598,089    
  1,800,000     Federal Farm Credit Bank, 4.38%, due 03/15/06 (c)      1,795,401    
  6,800,000     Federal Farm Credit Bank, 4.38%, due 03/06/06 (c)      6,790,899    
  4,600,000     Federal Home Loan Bank, 4.37%, due 03/01/06 (c)      4,595,533    
  1,800,000     Freddie Mac, 4.40%, due 03/28/06 (c)      1,792,520    
      23,526,557    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $23,526,557)     23,526,557    
    TOTAL INVESTMENTS — 93.6%
(Cost $170,313,914)
    170,358,629    
        Other Assets and Liabilities (net) — 6.4%     11,587,991    
    TOTAL NET ASSETS — 100.0%   $ 181,946,620    

 

See accompanying notes to the financial statements.

2



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Consolidated Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Futures Contracts (c)

Number of
Contracts
  Type   Expiration Date   Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
  Buys                    
  63     Gold 100 OZ   April 2006   $ 3,552,570     $ 8,027    
  74     Silver   May 2006     3,627,850       61,717    
  27     Wheat   May 2006     514,350       (122 )  
    $ 69,622    
  Sales                    
  60     Cocoa   May 2006   $ 876,600     $ 18,974    
  15     Coffee "C"   May 2006     639,563       (1,321 )  
  206     Corn   May 2006     2,459,125       (75,447 )  
  6     Copper   May 2006     326,775       6,798    
  7     Cotton No. 2   May 2006     194,040       (32 )  
  19     Heating Oil   April 2006     1,374,475       (27,122 )  
  103     Lean Hogs   April 2006     2,532,770       20,204    
  6     Live Cattle   April 2006     209,340       33    
  18     Natural Gas   April 2006     1,208,520       140,925    
  19     Gasoline NY Unleaded   April 2006     1,269,379       1,162    
  86     Soybean   May 2006     2,554,200       4,000    
  95     Soybean Meal   May 2006     1,672,950       55,307    
  85     Soybean Oil   May 2006     1,222,470       (66,683 )  
  111     Sugar (World)   May 2006     2,128,358       77,901    
    $ 154,699    

 

At February 28, 2006, GMO Alternative Asset SPC Ltd. had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

See accompanying notes to the financial statements.

3



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Consolidated Schedule of Investments — (Continued)
February 28, 2006

Swap Agreements

Total Return Swaps (c)

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Net
Unrealized
Appreciation
(Depreciation)
 
  5,648,766 USD   4/12/2006   AIG     3 month T-Bill     Return on DJ-AIG    
   
                  + 0.36 %   Commodity Total    
   
                        Return Index   $ (5,870 )  
  5,529,541 USD   4/12/2006   AIG     3 month T-Bill     Return on DJ-AIG    
   
                  + 0.36 %   Commodity Total    
   
                        Return Index     (5,746 )  
  15,291,079 USD   4/12/2006   AIG     3 month T-Bill     Return on DJ-AIG    
   
                  + 0.36 %   Commodity Total    
   
                        Return Index     (15,890 )  
  4,000,000 USD   4/12/2006   AIG     3 month T-Bill     Return on DJ-AIG    
   
                  + 0.33 %   Commodity Total    
   
                        Return Index     (78,724 )  
  9,342,060 USD   4/12/2006   AIG     3 month T-Bill     Return on DJ-AIG    
   
                  + 0.36 %   Commodity Total    
   
                        Return Index     (9,708 )  
  50,508,855 USD   4/12/2006   AIG     3 month T-Bill     Return on DJ-AIG    
   
                  + 0.36 %   Commodity Total    
   
                        Return Index     (52,489 )  
                                $ (168,427 )  

 

Notes to Schedule of Investments:

(a)  All or a portion of this security has been segregated to cover margin requirements on open financial futures contracts and open swap contracts (Note 2).

(b)  Affiliated issuer.

(c)  All or a portion of this security is owned by GMO Alternative Asset SPC Ltd., which is a 100% owned subsidiary of GMO Alternative Asset Opportunity Fund.

Currency Abbreviations:

USD - United States Dollar

See accompanying notes to the financial statements.

4




GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)


Consolidated Statement of Assets and Liabilities — February 28, 2006

    GMO Alternative
Asset Opportunity
Fund
  GMO
Alternative Asset
SPC Ltd.
  Eliminations   Consolidated
Totals
 
Assets:  
Investments in unaffiliated issuers,
at value (consolidated
cost $46,683,858) (Note 2)
  $ 3,435,599     $ 43,080,967     $     $ 46,516,566    
Investments in affiliated issuer,
at value (consolidated cost
$123,630,056) (Note 2)
    171,709,678             (47,867,615 )     123,842,063    
Cash     6,952,582       4,719,815             11,672,397    
Interest receivable     1,781       284,249             286,030    
Receivable for expenses reimbursed
by Manager (Note 3)
    5,852       10,220             16,072    
Total assets     182,105,492       48,095,251       (47,867,615 )     182,333,128    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     63,100                   63,100    
Shareholder service fee     21,033                   21,033    
Trustees and Chief Compliance
Officer fees
    365                   365    
Payable for open swap contracts (Note 2)           168,427             168,427    
Payable for variation margin on open
futures contracts (Note 2)
          8,146             8,146    
Accrued expenses     74,374       51,063             125,437    
Total liabilities     158,872       227,636             386,508    
Net assets   $ 181,946,620     $ 47,867,615     $ (47,867,615 )   $ 181,946,620    
Net assets consist of:  
Net capital(1)    $ 181,846,011                     $ 181,846,011    
Net unrealized appreciation     100,609                       100,609    
    $ 181,946,620                     $ 181,946,620    
Shareholders capital  
Class III   $ 181,946,620                     $ 181,946,620    
Shares outstanding  
Class III     6,832,447                       6,832,447    
Net asset value per share  
Class III   $ 26.63                     $ 26.63    

 

(1)  Net capital includes net investment income (loss) and net realized gain (loss) on investments.

See accompanying notes to the financial statements.

5



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Consolidated Statement of Operations — For the Period from April 11, 2005
(commencement of operations) to February 28, 2006

    GMO Alternative
Asset Opportunity
Fund
  GMO
Alternative
Asset SPC Ltd.
  Eliminations   Consolidated
Totals
 
Investment Income:  
Dividend from affiliated issuers (Note 8)   $ 3,623,033     $     $     $ 3,623,033    
Interest     33,157       1,339,241             1,372,398    
Total income     3,656,190       1,339,241             4,995,431    
Expenses:  
Management fee (Note 3)     603,360                     603,360    
Shareholder service fee – Class III (Note 3)     201,120                     201,120    
Custodian and transfer agent fees     14,829       68,155             82,984    
Audit and tax fees     70,014       22,806             92,820    
Legal fees     6,459       8,056             14,515    
Trustees fees and related expenses (Note 3)     7,726       7,015             14,741    
Miscellaneous     4,932       1,775             6,707    
Total expenses     908,440       107,807             1,016,247    
Fees and expenses reimbursed by
Manager (Note 3)
    (95,131 )     (107,807 )           (202,938 )  
Net expenses     813,309                   813,309    
Net investment income     2,842,881       1,339,241             4,182,122    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuer           (7 )           (7 )  
Investments in affiliated issuer     107,023                   107,023    
Closed futures contracts           2,597,409             2,597,409    
Closed swap contracts           1,847,370             1,847,370    
Net realized gain (loss)     107,023       4,444,772             4,551,795    
Change in net unrealized appreciation
(depreciation) on:
 
Investments     100,609       (167,262 )     111,368       44,715    
Open futures contracts           224,321             224,321    
Open swap contracts           (168,427 )           (168,427 )  
Net unrealized gain (loss)     100,609       (111,368 )     111,368       100,609    
Net realized and unrealized gain (loss)     207,632       4,333,404       111,368       4,652,404    
Net increase (decrease) in net assets
resulting from operations
  $ 3,050,513     $ 5,672,645     $ 111,368     $ 8,834,526    

 

See accompanying notes to the financial statements.

6



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)


Consolidated Statement of Changes in Net Assets

    Period from
April 11, 2005
(commencement of operations)
to February 28, 2006
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 4,182,122    
Net realized gain (loss)     4,551,795    
Change in net unrealized appreciation (depreciation)     100,609    
Net increase (decrease) in net assets from operations     8,834,526    
Fund share transactions: (Note 7)  
Proceeds from sale of shares  
Class III     173,438,589    
Cost of shares repurchased  
Class III     (326,495 )  
Net increase (decrease) in Fund share transactions     173,112,094    
Total increase (decrease) in net assets     181,946,620    
Net assets:  
Beginning of period        
End of period   $ 181,946,620    

 

See accompanying notes to the financial statements.

7




GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Consolidated Financial Highlights
(For a share outstanding throughout the period)

    Period from
April 11, 2005
(commencement of
operations) to
February 28, 2006
 
Net asset value, beginning of period   $ 25.00    
Income (loss) from investment operations:  
Net investment income (loss)(a)      0.73    
Net realized and unrealized gain (loss)     0.90    
Total from investment operations     1.63    
Net asset value, end of period   $ 26.63    
Total Return(b)      6.52 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 181,947    
Net expenses to average daily net assets(c)      0.61 %*   
Net investment income to average daily net assets(a)      3.12 %*   
Portfolio turnover rate     13 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.15 %*   

 

(a)  Net investment income is affected by the timing of the declaration of dividends by the underlying funds in which the Fund invests.

(b)  Total return would have been lower had certain expenses not been reimbursed during the period shown.

(c)  Net expenses exclude expenses incurred indirectly through investment in underlying funds (See Note 3).

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

8




GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Notes to Consolidated Financial Statements
February 28, 2006

1.  Organization

GMO Alternative Asset Opportunity Fund (the "Fund"), which commenced operations on April 11, 2005, is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return by seeking exposure to investment returns of commodity futures; commodity index options and options on futures; swap contracts and other commodity related derivatives; and non-commodity futures, options and swap contracts. Additionally, the Fund seeks exposure to high quality U.S. and foreign fixed income securities directly or indirectly through investments in GMO Short-Duration Collateral Fund ("underlying fund(s)").

The Fund's benchmark is a composite benchmark computed by GMO consisting of the Dow Jones-AIG Commodity Index and the JPMorgan 3-Month Cash Index in the following proportions: 50% (Dow Jones-AIG Commodity), and 50% (JPMorgan 3-Month Cash). The Manager does not seek to manage risk relative to the Fund's benchmark or match the Fund's portfolio composition to that of its benchmark.

Shares of the Fund are not publicly offered and are principally available only to other funds of the Trust and certain accredited investors.

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect).

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

9



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Notes to Consolidated Financial Statements — (Continued)
February 28, 2006

Basis of presentation and principles of consolidation

The accompanying consolidated financial statements include the accounts of the GMO Alternative Asset Opportunity Fund and its majority-owned investment in GMO Alternative Asset SPC Ltd. The consolidated financial statements include 100% of the assets and liabilities of GMO Alternative Asset SPC Ltd. All significant fund accounts and transactions have been eliminated in consolidation.

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Foreign equity securities held by certain underlying fund(s) in which the Fund invests are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. Securities for which quotations are not readily available, or whose values the Manager has determined to be unreliable, are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value.

Certain investments in securities held by the Fund or underlying fund(s) are valued on the basis of a price provided by a principal market maker. The prices provided by the principal market maker may differ from the value that would be realized if the securities were sold and the differences could be material to the Fund or the underlying fund(s). As of February 28, 2006, the total value of these securities represented 20.8% of net assets.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with a futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures

10



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Notes to Consolidated Financial Statements — (Continued)
February 28, 2006

exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the price of the security or index underlying these transactions. See the Schedule of Investments for a summary of open swap agreements entered into by the Fund as of February 28, 2006.

11



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Notes to Consolidated Financial Statements — (Continued)
February 28, 2006

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. As of February 28, 2006, the Fund did not enter into any repurchase agreements.

Taxes

The Fund elected to be taxed as a partnership for federal income tax purposes. As a partnership, the Fund will not be subject to federal and state income tax. Instead, each shareholder is responsible for the tax liability or benefit related to his/her allocable share of taxable income or loss. Accordingly, no provision (benefit) for federal and state income taxes is reflected in the accompanying financial statements.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:



Aggregate Cost
  Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 174,678,802     $ 212,007     $ (4,532,180 )   $ (4,320,173 )  

 

Distributions

The Fund does not intend to make any distributions to its shareholders but may do so in the sole discretion of the Trustees.

Security transactions and related investment income

Security transactions are accounted for on the trade date. Income dividends and capital gain distributions from underlying fund(s) are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

12



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Notes to Consolidated Financial Statements — (Continued)
February 28, 2006

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying fund(s). Because the underlying fund(s) have varied expense and fee levels and the Fund may own different proportions of underlying fund(s) at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

Investment risks

The Fund is subject to the investment risks associated with an investment in the underlying fund(s), some of which may invest in foreign securities. There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets.

Additionally, the investment risks associated with an investment in the underlying fund(s) may be more pronounced to the extent that the underlying fund(s) engage in derivative transactions.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.45% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.45% of the average daily net assets.

13



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Notes to Consolidated Financial Statements — (Continued)
February 28, 2006

The Fund incurs fees and expenses indirectly as a shareholder in the GMO Short-Duration Collateral Fund. For the period ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and
interest expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.002 %     0.000 %     0.010 %     0.012 %  

 

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the period ended February 28, 2006 was $1,483 and $1,102, respectively. No remuneration was paid by the Fund to any other officer of the Trust.

The Fund's investments in commodity-related derivatives are generally made through GMO Alternative Asset Opportunity SPC Ltd., a wholly-owned subsidiary organized as a Bermuda limited liability company, which GMO serves as investment manger but does not receive any additional management or other fees for such services.

4.  Purchases and sales of securities

For the year ended February 28, 2006, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $ 15,003,516     $    
Investments (non-U.S. Government securities)     142,623,033       19,100,000    

 

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

14



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Notes to Consolidated Financial Statements — (Continued)
February 28, 2006

6.  Principal shareholders

As of February 28, 2006, 65.0% of the outstanding shares of the Fund was held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. Both of the shareholders are other funds of the Trust. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, 100.0% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Period from April 11, 2005
(commencement of operations)
through February 28, 2006
 
Class III:   Shares   Amount  
Shares sold     6,844,512     $ 173,438,589    
Shares repurchased     (12,065 )     (326,495 )  
Net increase (decrease)     6,832,447     $ 173,112,094    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of an affiliated issuer during the period ended February 28, 2006 is set forth below:



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gain
Distributions
  Value, end
of period
 
GMO Short-Duration
Collateral Fund
  $     $ 142,623,033     $ 19,100,000     $ 1,623,033     $     $ 123,842,063    
Totals   $     $ 142,623,033     $ 19,100,000     $ 1,623,033     $     $ 123,842,063    

 

15




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Alternative Asset Opportunity Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Alternative Asset Opportunity Fund (the "Fund") (a series of GMO Trust) at February 28, 2006 and the results of its operations, the changes in its net assets and the financial highlights for the period from April 11, 2005 (commencement of operations) to February 28, 2006, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at February 28, 2006 by correspondence with the custodian, provides a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

16



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs; and (2) ongoing costs, including management, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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 $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.62 %   $ 1,000.00     $ 990.00     $ 3.06    
2) Hypothetical     0.62 %   $ 1,000.00     $ 1,021.72     $ 3.11    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

17



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

18



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee3.  
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation
(a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.
 

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

19



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

20



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

21




GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Fixed Income Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Emerging Country Debt Share Fund returned +19.2% for the fiscal year ended February 28, 2006, as compared to +13.1% for the JPMorgan Emerging Markets Bond Index Global (EMBIG).

The Fund outperformed the benchmark during the fiscal year by 6.1%. EMBIG spreads over U.S. Treasuries tightened 93 basis points to 187 basis points (net of the effect of changes in the composition of the index's Argentina sub-component), while the yield on the 10-year U.S. Treasury bond rose by 17 basis points to 4.55%. The EMBIG return of +13.1% was driven by carry (the yield on the index averaged 7%) and capital gains from spread tightening, despite the 17 basis point increase in U.S. interest rates.

The biggest gainers of the fiscal year were Ivory Coast (+47.8%), Argentina (+25.2%), Venezuela (+23.8%) and Dominican Republic (+23.8%). Latin American countries outperformed those outside the region, +15.4% to +10.0%. The worst performing countries for the year were Bulgaria (+1.3%), Tunisia (+1.4%), and China (+2.9%).

Market selection added value; primarily from the Venezuela and Ivory Coast overweights and the Malaysia and China underweights. Overweighting Ukraine and underweighting Philippines detracted from value added. Security selection added 530 basis points of positive alpha in total. Positions in Brazil were the largest contributor, as credit default swaps and currency options added value. Bond selection was also highly positive in Russia, Turkey, and Mexico.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.

*  JPMorgan EMBI Global + represents the JPMorgan EMBI prior to 8/95, JPMorgan EMBI+ through 12/31/99 and the JPMorgan EMBI Global thereafter. The Manager changed the benchmark due to the belief that the EMBIG is more diversified and representative of the universe of emerging country debt.



GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligation(s)     85.3 %  
Loan Participations     6.8    
Loan Assignments     6.6    
Call Options Purchased     4.4    
Swaps     4.4    
Mutual Funds     0.9    
Rights and Warrants     0.7    
Promissory Notes     0.3    
Put Options Purchased     0.2    
Short-Term Investment(s)     0.1    
Forward Currency Contracts     0.1    
Futures     0.0    
Written Options     (1.6 )  
Reverse Repurchase Agreements     (17.6 )  
Other     9.4    
      100.0 %  
Country Summary**   % of Investments  
Brazil     18.0 %  
Mexico     16.2    
Russia     12.6    
Venezuela     10.5    
Turkey     10.3    
Colombia     4.0    
Ukraine     3.7    
Philippines     3.0    
Uruguay     2.3    
Argentina     2.1    
Peru     1.9    
Qatar     1.3    
Indonesia     1.3    
Nigeria     1.2    

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

**  The table above incorporates aggregate indirect country exposure associated with investments in underlying fund(s). The table excludes short-term investment(s) and any investment in underlying fund(s) that is less than 3% of invested assets. The table includes values of derivative contracts.

1



GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Country Summary** — (Continued)   % of Investments  
Ecuador     1.1 %  
Algeria     1.0    
India     0.9    
Thailand     0.9    
Ivory Coast     0.8    
Vietnam     0.7    
Malaysia     0.7    
Jamaica     0.6    
Serbia     0.6    
Dominican Republic     0.6    
Chile     0.5    
Panama     0.5    
Poland     0.5    
Egypt     0.4    
Africa     0.4    
South Africa     0.4    
Bosnia     0.3    
Morocco     0.3    
El Salvador     0.3    
Costa Rica     0.2    
China     0.2    
Nicaragua     0.2    
Tunisia     0.2    
Belize     0.1    
Trinidad & Tobago     0.1    
Bulgaria     (0.1 )  
Lebanon     (0.1 )  
Romania     (0.1 )  
South Korea     (0.6 )  
      100.0 %  

 

**  The table above incorporates aggregate indirect country exposure associated with investments in underlying fund(s). The table excludes short-term investment(s) and any investment in underlying fund(s) that is less than 3% of invested assets. The table includes values of derivative contracts.

2




GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    MUTUAL FUND — 99.9%  
    Affiliated Issuer(s) — 99.9%  
  16,699,156     GMO Emerging Country Debt Fund, Class III     188,700,447    
    TOTAL MUTUAL FUND (COST $178,513,394)     188,700,447    
    TOTAL INVESTMENTS — 99.9%
(Cost $178,513,394)
    188,700,447    
    Other Assets and Liabilities (net) — 0.1%     154,120    
    TOTAL NET ASSETS — 100.0%   $ 188,854,567    

 

See accompanying notes to the financial statements.

3




GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in affiliated issuers, at value (cost $178,513,394) (Notes 2 and 8)   $ 188,700,447    
Cash     248,096    
Receivable for Fund shares sold     72,641    
Interest receivable     290    
Total assets     189,021,474    
Liabilities:  
Payable for investments purchased     148,096    
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer fees     209    
Accrued expenses     18,602    
Total liabilities     166,907    
Net assets   $ 188,854,567    
Net assets consist of:  
Paid-in capital   $ 177,339,237    
Accumulated net realized gain     1,328,277    
Net unrealized appreciation     10,187,053    
    $ 188,854,567    
Net assets attributable to:  
Class III shares   $ 188,854,567    
Shares outstanding:  
Class III     18,291,563    
Net asset value per share:  
Class III   $ 10.32    

 

See accompanying notes to the financial statements.

4



GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 16,837,804    
Interest     18,388    
Total investment income     16,856,192    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     18,743    
Audit and tax fees     13,201    
Legal fees     3,157    
Trustees fees and related expenses (Note 3)     2,893    
Registration fees     20,611    
Miscellaneous     3,812    
Total expenses     62,417    
Fees and expenses reimbursed by Manager (Note 3)     (19,728 )  
Net expenses     42,689    
Net investment income (loss)     16,813,503    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     4,574,761    
Realized gains distributions from affiliated issuers (Note 8)     7,262,517    
Net realized gain (loss)     11,837,278    
Change in net unrealized appreciation (depreciation) on investments     (714,732 )  
Net realized and unrealized gain (loss)     11,122,546    
Net increase (decrease) in net assets resulting from operations   $ 27,936,049    

 

See accompanying notes to the financial statements.

5



GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 16,813,503     $ 11,949,262    
Net realized gain (loss)     11,837,278       6,251,534    
Change in net unrealized appreciation (depreciation)     (714,732 )     2,746,511    
Net increase (decrease) in net assets from operations     27,936,049       20,947,307    
Distributions to shareholders from:  
Net investment income  
Class III     (18,779,578 )     (11,946,927 )  
Net realized gains  
Class III     (10,909,948 )     (3,945,279 )  
      (29,689,526 )     (15,892,206 )  
Net share transactions (Note 7):  
Class III     58,758,037       25,852,230    
Total increase (decrease) in net assets     57,004,560       30,907,331    
Net assets:  
Beginning of period     131,850,007       100,942,676    
End of period (including accumulated undistributed net
investment income of $0 and $4,608, respectively)
  $ 188,854,567     $ 131,850,007    

 

See accompanying notes to the financial statements.

6




GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 10.54     $ 10.05     $ 9.56     $ 9.25     $ 8.90    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      1.18       1.13       1.10       0.83       1.03    
Net realized and unrealized gain (loss)     0.71       0.86       1.73       0.57       0.51    
Total from investment operations     1.89       1.99       2.83       1.40       1.54    
Less distributions to shareholders:  
From net investment income     (1.33 )     (1.12 )     (1.85 )     (1.09 )     (1.19 )  
From net realized gains     (0.78 )     (0.38 )     (0.49 )              
Total distributions     (2.11 )     (1.50 )     (2.34 )     (1.09 )     (1.19 )  
Net asset value, end of period   $ 10.32     $ 10.54     $ 10.05     $ 9.56     $ 9.25    
Total Return(b)      19.21 %     20.27 %     29.91 %     15.81 %     18.47 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 188,855     $ 131,850     $ 100,943     $ 66,140     $ 89,952    
Net expenses to average daily net assets(c)      0.03 %     0.00 %(d)      0.00 %(d)      0.00 %(d)      0.00 %(d)   
Net investment income to average daily
net assets(a) 
    10.91 %     10.81 %     10.06 %     8.88 %     11.43 %  
Portfolio turnover rate     13 %     14 %     20 %     30 %     14 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.01 %     0.06 %     0.08 %     0.08 %     0.06 %  

 

(a)  Net investment income is affected by the timing of the declaration of dividends by GMO Emerging Country Debt Fund ("ECDF").

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(c)  Net expenses exclude expenses incurred indirectly through investment in ECDF (See note 3).

(d)  Net expenses to average daily net assets were less than 0.01%.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

7




GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Emerging Country Debt Share Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return through investment in Class III Shares of GMO Emerging Country Debt Fund ("ECDF" or "underlying fund(s)"), a fund of the Trust. GMO also serves as investment manager to ECDF. ECDF pursues its objective by investing primarily in sovereign debt of developing countries in Asia, Latin America, the Middle East, Africa and Eastern Europe. The Fund's benchmark is the J.P. Morgan Emerging Markets Bond Index Global (EMBIG). The financial statements of ECDF should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect) or by visiting GMO's website at www.gmo.com.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

Shares of ECDF are valued at their net asset value. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value.

Certain investments in securities held by the underlying fund(s) are valued on the basis of a price provided by a principal market maker. The prices provided by the principal market maker may differ from the value that would be realized if the securities were sold and the differences could be material to the financial statements of the underlying fund(s). As of February 28, 2006, the total value of these securities represented 25.3% of net assets.

8



GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $18,772,148 and $11,946,927, respectively and long-term capital gains – $10,917,378 and $3,945,279, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $1,508,752 of undistributed long-term capital gains. The temporary differences between book and tax basis distributable earnings are primarily due to losses on wash sale transactions.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:



Aggregate Cost
  Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 178,693,870     $ 10,006,577     $     $ 10,006,577    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to differing treatment of mutual fund distributions. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 1,961,467     $ (1,961,467 )   $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

9



GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from underlying fund(s) are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in ECDF (See Note 3).

Purchases and redemptions of Fund shares

As of the date of this report, the Fund does not charge any purchase premium or redemption fee in connection with the purchase and sale of Fund shares. As a shareholder in ECDF, the Fund will indirectly bear ECDF's purchase premiums and redemption fees which are 0.50% and 0.25%, respectively. These fees are paid to and retained by ECDF. If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the underlying fund may be waived in extraordinary circumstances if the underlying fund will not incur transaction costs. There is no premium for reinvested distributions or in-kind transactions.

Investment risks

The Fund is subject to the investment risks associated with an investment in ECDF. Investments in emerging country debt present certain risks that are not inherent in many other securities. Many emerging countries present elements of political and/or economic instability, which may result in ECDF's inability to collect on a timely basis, or in full, principal and interest payments. Further, countries may impose various types of foreign currency regulations or controls which may impede ECDF's ability to repatriate amounts it receives. ECDF may acquire interests in securities or bank loans which are in default at the time of acquisition in anticipation of improving conditions in the related countries. These factors may result in significant volatility in the values of its holdings. The markets for emerging country debt are relatively illiquid. Accordingly, ECDF may not be able to realize in an actual sale amounts approximating those used to value its holdings. Additionally, the investment risk associated with an investment in ECDF may be more pronounced to the extent that ECDF engages in derivative transactions.

ECDF owns loans and bonds representing significant exposure to the risk of default in many countries, but has the most sizable of such positions relating to Russia, Mexico and Brazil. The Fund's financial position would be substantially adversely affected in the case of a default by these countries on obligations held by ECDF, or on obligations issued by those countries generally. ECDF has purchased default protection in the form of credit default swap agreements with respect to debt associated with those countries, which may

10



GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

offset some of the losses that ECDF might experience in the case of default on bonds issued by such countries; however ECDF as of February 28, 2006 has sold more of such default protection than it has purchased. However, it is important to note that (i) such protection would not cover losses due to defaults on loan assignments or participations, (ii) such protection will generally not be sufficient to cover all of ECDF's losses in the case of default, and (iii) due to the privately negotiated nature of such instruments, under some circumstances, the protection offered by such instruments may not be realized, even if ECDF incurs substantial losses due to weakening of the credit or virtual default by the countries.

3.  Fees and other transactions with affiliates

The manager does not directly charge an advisory fee or shareholder service fee. GMO, in its capacity as Manager of ECDF, earns a management fee at the annual rate of 0.35% of ECDF's average daily net assets. Additionally, Class III shares of ECDF bear a shareholder service fee at the annual rate of 0.15% of ECDF Class III shares' average daily net assets.

Effective July 1, 2005, GMO no longer reimburses any Fund fees or expenses. Prior to July 1, 2005, GMO had been contractually obligated to reimburse the Fund for its total annual direct operating expenses (excluding fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes).

The Fund incurs fees and expenses indirectly as a shareholder in ECDF. For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and
interest expense)
  Indirect
Shareholder Service
Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.419 %     0.149 %     0.217 %     0.785 %  

 

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $1,687 and $1,017, respectively. No remuneration was paid to any other officer of the Trust.

11



GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $74,077,468 and $20,429,958, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders

As of February 28, 2006, 100% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. Investment activities of these shareholders may have a material effect on the Fund.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     4,335,883     $ 46,077,234       2,747,234     $ 29,345,812    
Shares issued to shareholders
in reinvestment of distributions
    3,010,030       29,689,525       1,545,795       15,892,206    
Shares repurchased     (1,562,483 )     (17,008,722 )     (1,831,725 )     (19,385,788 )  
Net increase (decrease)     5,783,430     $ 58,758,037       2,461,304     $ 25,852,230    

 

12



GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of this issuer during the year ended February 28, 2006 is set forth below:



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Emerging Country
Debt Fund, Class III
  $ 131,192,910     $ 74,077,468     $ 20,429,958     $ 16,837,804     $ 7,262,517     $ 188,700,447    

 

8.  Subsequent event

On April 11, 2006, the Fund received a redemption request that represented approximately 45% of the Fund's assets.

13




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Emerging Country Debt Share Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Emerging Country Debt Share Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

14



GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including indirect management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.87 %   $ 1,000.00     $ 1,104.30     $ 4.54    
2) Hypothetical     0.87 %   $ 1,000.00     $ 1,020.48     $ 4.36    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

15



GMO Emerging Country Debt Share Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $10,917,378 from long-term capital gains.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 28, 2006 of $1,546,326 or if determined to be different, the qualified interest income of such year.

16



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000.
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

17



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004) ; and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

18



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002;Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

19



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

20




GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Consolidated Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.




GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Fixed Income Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Special Purpose Holding Fund returned +124.8% for the fiscal year ended February 28, 2006, as compared to +3.7% for the JPMorgan U.S. 3-Month Cash Index.

The Fund outperformed the benchmark during the fiscal year by +121.1%. The returns on the Fund were positive as trust administrators released a portion of principal to bondholders and the Fund received litigation proceeds.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Special Purpose Holding Fund

(A Series of GMO Trust)
Consolidated Investments Concentration Summary
(a)
February 28, 2006

Asset Class Summary   % of Total Net Assets  
Debt Obligations     86.9 %  
Other     13.1    
      100.0 %  

 

(a)  GMO SPV I, LLC is a 74.9% owned subsidiary of GMO Special Purpose Holding Fund.

1




GMO Special Purpose Holding Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Description   Value ($)  
DEBT OBLIGATIONS — 86.9% (a)          
Asset-Backed Securities — 86.9%  
Health Care Receivables — 86.9%  
Interest related to the Bankruptcy Estate of NPF VI Inc. Series 02-1 Class A (b)      990,000    
Interest related to the Bankruptcy Estate of NPF XII Inc Series 00-3 Class A (b)      836,000    
Interest related to the Bankruptcy Estate of NPF XII Inc Series 02-1 Class A (b)      2,128,000    
      3,954,000    
Total Asset-Backed Securities     3,954,000    
TOTAL DEBT OBLIGATIONS (COST $0)     3,954,000    
TOTAL INVESTMENTS — 86.9%
(Cost $0)
    3,954,000    

 

Other Assets and Liabilities (net) — 13.1%     598,535    
TOTAL NET ASSETS — 100.0%   $ 4,552,535    

 

Notes to Schedule of Investments:

(a)  Owned by GMO SPV I, LLC. GMO SPV I, LLC is a 74.9% subsidiary of GMO Special Purpose Holding Fund.

(b)  Security in default.

See accompanying notes to the financial statements.

2




GMO Special Purpose Holding Fund

(A Series of GMO Trust)


Consolidated Statement of Assets and Liabilities — February 28, 2006

    GMO
Special Purpose
Holding Fund
  GMO
SPV I, LLC
  Minority
Interest
  Eliminations   Consolidated
Totals
 
Assets:  
Investments in unaffiliated issuers,
at value (cost $0) (Note 2)
  $     $ 3,954,000     $     $     $ 3,954,000    
Investments in affiliated issuers,
at value (cost $0) (Note 2)
    4,162,820                   (4,162,820 )        
Cash     464,389       1,696,848                   2,161,237    
Interest receivable     1,009       1,053                   2,062    
Receivable for expenses reimbursed
by Manager (Note 3)
    946       3,586                   4,532    
Total assets     4,629,164       5,655,487             (4,162,820 )     6,121,831    
Liabilities:  
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance
Officer fees
    294                         294    
Accrued expenses     76,335       92,259                   168,594    
Minority interest                 1,400,408             1,400,408    
Total liabilities     76,629       92,259       1,400,408             1,569,296    
Net assets   $ 4,552,535     $ 5,563,228     $ (1,400,408 )   $ (4,162,820 )   $ 4,552,535    
Shareholders' capital  
Net capital (1)    $ 389,715     $ 1,609,228     $ (405,084 )   $ (1,204,144 )   $ 389,715    
Net unrealized appreciation
(depreciation)
    4,162,820       3,954,000       (995,324 )     (2,958,676 )     4,162,820    
Shareholders' capital   $ 4,552,535     $ 5,563,228     $ (1,400,408 )   $ (4,162,820 )   $ 4,552,535    
Shares outstanding     554,071                               554,071    
Net asset value per share   $ 8.22                             $ 8.22    

 

(1)  Net capital includes cumulative net investment gains/(losses) and net realized gains/(losses) on investments in Portfolio Funds.

See accompanying notes to the financial statements.

3



GMO Special Purpose Holding Fund

(A Series of GMO Trust)


Consolidated Statement of Operations — Year Ended February 28, 2006

    GMO
Special Purpose
Holding Fund
  GMO
SPV I, LLC
  Minority
Interest
  Eliminations   Consolidated
Totals
 
Investment Income:  
Interest   $ 11,249     $ 14,726     $     $     $ 25,975    
Total income     11,249       14,726                   25,975    
Expenses:  
Custodian and transfer agent fees     644       27,535                   28,179    
Audit and tax fees     33,414       4,552                   37,966    
Legal fees     10,114       103,543                   113,657    
Trustees fees and related expenses (Note 3)     4,432                         4,432    
Miscellaneous     3,173       797                   3,970    
Total expenses     51,777       136,427                   188,204    
Fees and expenses reimbursed by
Manager (Note 3)
    (47,261 )     (51,380 )                 (98,641 )  
Net expenses     4,516       85,047                   89,563    
Net income (loss)     6,733       (70,321 )                 (63,588 )  
Minority Interest                 17,702             17,702    
Net investment income (loss)
after minority interest
    6,733       (70,321 )     17,702             (45,886 )  
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers           6,496,465                   6,496,465    
Investments in affiliated issuers                                
Realized gains distributions from
affiliated issuers
    3,957,402                   (3,957,402 )        
Net realized gain (loss)     3,957,402       6,496,465             (3,957,402 )     6,496,465    
Change in net unrealized appreciation
(depreciation) on:
 
Investments     734,427       87,940             (734,427 )     87,940    
Net unrealized gain (loss)     734,427       87,940             (734,427 )     87,940    
Net realized and unrealized gain (loss)     4,691,829       6,584,405             (4,691,829 )     6,584,405    
Minority interest in realized and
unrealized gain (loss)
                (1,839,957 )           (1,839,957 )  
Net increase (decrease) in net assets
resulting from operations
  $ 4,698,562     $ 6,514,084     $ (1,822,255 )   $ (4,691,829 )   $ 4,698,562    

 

See accompanying notes to the financial statements.

4



GMO Special Purpose Holding Fund

(A Series of GMO Trust)


Consolidated Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations (after minority interest):  
Net investment income (loss)   $ (63,588 )   $ 517,399    
Net realized gain (loss)     6,496,465       (75,420,900 )  
Change in net unrealized appreciation (depreciation)     87,940       101,186,067    
Minority Interest     (1,822,255 )     (19,278,614 )  
Net increase (decrease) in net assets from operations     4,698,562       7,003,952    
Distributions to shareholders from:  
Net Investment income           (6,893,402 )  
Return of capital           (596,105 )  
Cash distributions     (8,740,567 )     (9,580,120 )  
      (8,740,567 )     (17,069,627 )  
Fund share transactions (Note 7):  
Proceeds from sale of shares              
Net asset value of shares issued to shareholders in
payment of distributions declared
          7,489,507    
Cost of shares repurchased           (214,556,130 )  
Net increase (decrease) in Fund share transactions           (207,066,623 )  
Total increase (decrease) in net assets     (4,042,005 )     (217,132,298 )  
Net assets:  
Beginning of period     8,594,540       225,726,838    
End of period   $ 4,552,535     $ 8,594,540    

 

See accompanying notes to the financial statements.

5




GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Consolidated Financial Highlights
(For a share outstanding throughout each period

    Year
Ended
  Year
Ended
  Period from
December 1, 2003
through
  Year
Ended
 
    February 28, 2006   February 28, 2005   February 29, 2004(a)    November 30, 2003  
Net asset value, beginning of period   $ 15.51     $ 24.11     $ 23.89     $ 23.77    
Income from investment operations:  
Net investment income (loss)      (0.08 )     0.41       0.13       0.75    
Net realized and unrealized gain (loss)     8.57       9.08       0.09       (0.63 )  
Total from investment operations     8.49       9.49       0.22       0.12    
From net investment income           (0.74 )              
From net realized gains                          
From cash distributions     (15.78 )     (17.29 )                
From return of capital           (0.06 )              
Total distributions     (15.78 )     (18.09 )              
Net asset value, end of period   $ 8.22     $ 15.51     $ 24.11     $ 23.89    
Total Return(c)      124.75 %     36.35 %     0.92 %**      0.50 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 4,553     $ 8,595     $ 225,727     $ 224,113    
Net operating expenses to average daily net assets     1.26 %     (0.01 )%     0.08 %*      0.13 %  
Interest expense to average daily net assets                 0.04 %(e)*      (b)(f)   
Total net expenses to average daily net assets     1.26 %     (0.01 )%     0.12 %*      0.13 %  
Net investment income to average daily net assets     (0.65 )%     1.83 %     0.49 %*      3.11 %  
Portfolio turnover rate     0 %     0 %     4 %**      80 %  
Fees and expenses reimbursed by the Manager to
average daily net assets:
    1.39 %     0.67 %     0.11 %*      0.10 %  

 

(a)  The Fund changed its fiscal year end from November 30 to February 28.

(b)  The Fund changed its fiscal year end from February 28 to November 30.

(c)  The total return would have been lower had certain expenses not been reimbursed during the period shown.

(d)  Net operating expenses as a percentage of average daily net assets was less than 0.01%.

(e)  Interest expense incurred as a result of entering into reverse repurchase agreements is included in the Fund's net expenses.
Income earned on investing proceeds from reverse repurchase agreements is included in interest income.

(f)  Interest expense as a percentage of average daily net assets was less than 0.01%.

†  Computed using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

6



GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Consolidated Financial Highlights — (Continued)
(For a share outstanding throughout each period

    Period from
March 1, 2002
through
  Year Ended February 28  
    November 30, 2002(b)    2002   2001  
Net asset value, beginning of period   $ 25.66     $ 26.14     $ 25.29    
Income from investment operations:  
Net investment income (loss)      0.73       1.29       1.83    
Net realized and unrealized gain (loss)     (2.39 )     (0.33 )     0.07    
Total from investment operations     (1.66 )     0.96       1.90    
From net investment income     (0.15 )     (1.44 )     (1.05 )  
From net realized gains     (0.08 )              
From cash distributions                    
From return of capital                    
Total distributions     (0.23 )     (1.44 )     (1.05 )  
Net asset value, end of period   $ 23.77     $ 25.66     $ 26.14    
Total Return(c)      (6.53 )%**      3.69 %     7.61 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 281,715     $ 1,440,711     $ 1,520,173    
Net operating expenses to average daily net assets     0.01 %*      (d)      (d)   
Interest expense to average daily net assets     0.03 %(e)      0.05 %(e)      0.20 %(e)   
Total net expenses to average daily net assets     0.04 %*      0.05 %     0.20 %  
Net investment income to average daily net assets     3.76 %*      4.91 %     7.05 %  
Portfolio turnover rate     39 %**      29 %     39 %  
Fees and expenses reimbursed by the Manager to
average daily net assets:
    0.02 %*      0.02 %     0.02 %  

 

See accompanying notes to the financial statements.

7




GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Consolidated Notes to the Financial Statements
February 28, 2006

1.  Organization

GMO Special Purpose Holding Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts Business Trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees to create an unlimited number of series ("Funds"), each of which issues a separate series of shares, and to subdivide a series of shares into classes.

Shares of the Fund are not publicly offered and are principally available only to other GMO Funds of the Trust and certain accredited investors. Presently, the Fund is closed to new investment.

On November 26, 2002, approximately 78% of the Fund's assets were transferred to a new fund, the GMO Short-Duration Collateral Fund ("SDCF"). The Fund retained certain defaulted bonds sponsored by National Century Financial Enterprises (the "NPF Securities") (through its investment in GMO SPV I, LLC ("SPV")) and generally retained other lower quality issues.

On January 23, 2004, the trustees of the Trust approved a transaction pursuant to which the Fund contributed its net assets, other than its interest in SPV, its claims resulting from its holdings of the NPF Securities, and a fixed amount of cash, such contribution representing $214,143,316 or 94.14% of the Fund's assets, to SDCF in exchange for SDCF shares. The transaction, which was structured as a tax-free reorganization, was consummated after the close of business on March 31, 2004 and the shares received by the Fund were then distributed to the shareholders. After distribution of the SDCF shares, the Fund changed its name to GMO Special Purpose Holding Fund and elected partnership status for Federal income tax purposes.

In April 2004, a plan of liquidation ("the Plan") was approved by the bankruptcy court with respect to National Century Financial Enterprises and the NPF Securities. Pursuant to the Plan, the Fund received a cash distribution, less expenses associated with the transaction and an interest in additional amounts recovered by the bankruptcy estate. The Fund, together with other creditors, are continuing to pursue various claims resulting from its holdings of the NPF Securities. The ultimate amount of losses and costs associated with the NPF Securities that may be recovered by the Fund (through its investment in SPV) is not known at this time.

GMO Special Purpose Holding Fund ("SPHF") has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. In July of 2005, SPHF entered into a settlement agreement with one defendant in the lawsuit and the Fund received $3,445,710 in conjunction with the settlement. The outcome of lawsuits against the remaining defendants is not predictable and any potential recoveries are not reflected in the net asset value of the Fund. To the extent additional recoveries are realized, such recoveries may be material to the net asset value of the Fund.

8



GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Consolidated Notes to the Financial Statements — (Continued)
February 28, 2006

2.  Significant accounting policies

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

Basis of presentation and principles of consolidation

The accompanying consolidated financial statements include the accounts of the GMO Special Purpose Holding Fund and its majority-owned investment in SPV. The consolidated financial statements include 100% of the assets and liabilities of SPV and the ownership interests of minority participants are recorded as "Minority Interest". All significant fund accounts and transactions have been eliminated in consolidation.

Portfolio valuation

Shares of investment funds are valued at their net asset value. Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value using fair value prices supplied by an independent pricing service to the extent that such prices are available. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events occurring after the close of a foreign market that would materially affect that security's value. The prices provided by the Manager may differ from the value that would be realized if the securities were sold and the differences could be material to the financial statements.

Some fixed income securities are valued at the closing bid for such securities as supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager is informed of erratic or unusual movements (including unusual inactivity) in the prices supplied for a security and at its discretion may override a price supplied by a source (by taking a price supplied by another source).

Certain securities held by the Fund were valued solely on the basis of a price provided by the principal market maker. The prices provided by the principal market makers may differ from the value that would be realized if the securities were sold and the differences could be material to the financial statements. At February 28, 2006, the total value of these securities represented 100% of total investments.

9



GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Consolidated Notes to the Financial Statements — (Continued)
February 28, 2006

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreements. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. As of February 28, 2006, the Fund did not enter into any repurchase agreements.

Taxes

Effective April 1, 2004, the Fund elected to be taxed as a partnership for federal income tax purposes and, accordingly, the Fund is no longer a "regulated investment company" for federal income tax purposes. As a partnership the Fund will not be subject to federal and state income tax. Instead, each shareholder is responsible for the tax liability or benefit related to his/her allocable share of taxable income or loss. Accordingly, no provision (benefit) for federal and state income taxes is reflected in the accompanying financial statements.

The Fund qualified as a regulated investment company until March 31, 2004, under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). Through March 31, 2004, The Fund's policy was to declare and pay distributions from its net investment income annually, and from net realized short-term and long-term capital gains at least annually. All distributions were paid in shares of the Fund, at net asset value, unless the shareholder elected to receive cash distributions. Distributions to shareholders were recorded by the Fund on the ex-dividend date. Income dividends and capital gain distributions were determined in accordance with U.S. federal income tax regulations which may have differed from U.S. GAAP. Distributions in excess of tax basis earnings and profits, if any, were reported in the Fund's financial statements as a return of capital. For the Fund's tax year ended March 31, 2004, the Fund had a return of capital distribution of $596,105.

Certain tax-related characteristics of the Fund as of March 31, 2004 became attributable to SDCF, effective April 1, 2004. Included in such tax characteristics was the Fund's capital loss carryover of $31,628,512. See Note 1 for additional information to the Fund's March 31, 2004 tax free reorganization with SDCF.

10



GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Consolidated Notes to the Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:



Aggregate Cost
  Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 6,884,922     $     $ (2,722,102 )   $ (2,722,102 )  

 

SPV is also treated as a partnership for federal income tax purposes and subject to the same rules as the Fund with respect to federal income taxation of partnerships.

Distributions

The Fund will distribute proceeds and other cash receipts received from its underlying investments. Distributions made by the Fund, other than a distribution in partial or complete redemption of a shareholder's interest in the Fund, are reported in the Fund's financial statements as cash distributions.

Security transactions and related investment income

Security transactions are accounted for on trade date. Interest income is recorded on an accrual basis and is adjusted for the amortization of premiums and discounts. Income is not recognized, nor are premium and discount amortized on securities for which collection in the ordinary course of business is not expected. Dividend income is recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date, if later. Non-cash dividends, if any, are recorded at fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

3.  Fees and other transactions with affiliates

GMO does not charge the Fund any management or service fees for its services. In addition, effective until at least June 30, 2006, GMO has contractually agreed to reimburse all of the Fund's expenses (excluding fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees of the Trust (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes). The costs incurred in connection with the Fund's pursuit of legal claims arising from the Fund's investment in the NPF securities are being treated as extraordinary expenses.

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $3,138 and $28, respectively. No remuneration was paid to any other officer of the Trust.

11



GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Consolidated Notes to the Financial Statements — (Continued)
February 28, 2006

4.  Purchases and sales of securities

There were no purchases or sales of securities, excluding short-term investments, for the year ended February 28, 2006.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the business of the Fund.

6.  Principal shareholders

At February 28, 2006, 61.7% of the outstanding shares of the Fund were held by three shareholders, each holding in excess of 10% of the Fund's outstanding shares. One of the shareholders is another fund of GMO Trust. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, 100% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Shares sold              
Shares issued to shareholders
in reinvestment of distributions
            320,338    
Shares repurchased           (9,128,161 )  
Net increase (decrease)           (8,807,823 )  
Fund shares:  
Beginning of period     554,071       9,361,894    
End of period     554,071       554,071    

 

12



GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Consolidated Notes to the Financial Statements — (Continued)
February 28, 2006

8.  Subsequent event

GMO Special Purpose Holding Fund ("SPHF") has litigation pending against various entities related to the default of certain asset-backed securities, NPF VI Trust and NPF XII Trust (the "NPF Trusts"), previously held by SPHF. In April 2006, SPHF entered into a settlement agreement with J.P. Morgan Chase Bank, the indenture trustee for the NPF Trusts, in which SPHF received $19,236,857 in connection with the settlement.

13




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Special Purpose Holding Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Special Purpose Holding Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United Sates). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

14



GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs; and (2) ongoing costs. 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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 $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     1.49 %   $ 1,000.00     $ 1,341.30     $ 8.65    
2) Hypothetical     1.49 %   $ 1,000.00     $ 1,017.41     $ 7.45    

 

*  Expenses are calculated using the annualized net expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

15



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

16



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     3Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee  
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation
(a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.
 

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

17



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

18



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

19




GMO International Equity Allocation Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO International Equity Allocation Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Asset Allocation Team within the Quantitative Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO International Equity Allocation Fund returned +21.2% for the fiscal year ended February 28, 2006, as compared to +20.6% for the MSCI ACWI (All Country World Index) ex-U.S. Index. Consistent with the Fund's investment objectives and policies, during the fiscal year the Fund was exposed to international equity securities through its investment in underlying GMO mutual funds.

Implementation detracted 1.1%, as the GMO International Growth Equity Fund and the GMO International Value funds underperformed their respective benchmarks.

Asset allocation added nearly 1.7%. The Fund's overweight to emerging equities was the main contributor to the outperformance.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Each performance figure assumes a purchase at the beginning and a redemption at the end of the stated period and reflects a transaction fee of .17% on the purchase and .17% on the redemption. Transaction fees are retained by the Fund to cover trading costs. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO International Equity Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     91.2 %  
Short-Term Investment(s)     6.5    
Preferred Stocks     4.1    
Debt Obligation(s)     0.4    
Futures     0.1    
Investment Funds     0.1    
Private Equity Securities     0.1    
Convertible Securities     0.0    
Mutual Funds     0.0    
Rights and Warrants     0.0    
Forward Currency Contracts     0.0    
Swaps     0.0    
Other     (2.5 )  
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

1



GMO International Equity Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Country Summary**   % of Investments  
Japan     21.9 %  
United Kingdom     17.4    
France     7.0    
South Korea     5.1    
Netherlands     4.9    
Germany     4.7    
Brazil     3.9    
Taiwan     3.7    
Canada     3.3    
Italy     3.2    
Switzerland     2.9    
Australia     2.8    
Finland     2.6    
Spain     1.9    
China     1.5    
Belgium     1.4    
Mexico     1.3    
South Africa     1.3    
Norway     1.2    
Hong Kong     1.0    
Sweden     0.9    
Austria     0.8    
Ireland     0.7    
Russia     0.7    
Denmark     0.6    
India     0.6    
Singapore     0.6    
Malaysia     0.4    
United States     0.4    
Israel     0.3    
Thailand     0.3    
Poland     0.2    
Turkey     0.2    
Chile     0.1    
Greece     0.1    
Philippines     0.1    
      100.0 %  

 

**  The table above incorporates aggregate indirect country exposure associated with investments in underlying fund(s). The table excludes short-term investment(s) and any investment in underlying fund(s) that is less than 3% of invested assets.

2




GMO International Equity Allocation Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    MUTUAL FUNDS 100.0%  
    Affiliated Issuer(s) — 100.0%  
  846,865     GMO Emerging Countries Fund, Class III     16,259,817    
  5,756,309     GMO Emerging Markets Fund, Class VI     129,229,135    
  8,523,669     GMO International Growth Equity Fund, Class III     254,857,704    
  7,869,569     GMO International Intrinsic Value Fund, Class IV     256,390,561    
  188,008     GMO International Small Companies Fund, Class III     2,806,956    
    TOTAL MUTUAL FUNDS (COST $500,329,004)     659,544,173    
    SHORT-TERM INVESTMENT(S) 0.0%  
  11,441     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $11,442 and an effective yield of
3.01%, collateralized by a U.S. Treasury Bond with a rate of 4.50%,
maturity date of 02/15/36 and a market value, including accrued interest,
of $11,670.
    11,441    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $11,441)     11,441    
    TOTAL INVESTMENTS — 100.0%
(Cost $500,340,445)
    659,555,614    
        Other Assets and Liabilities (net) — 0.0%     (35,357 )  
    TOTAL NET ASSETS 100.0%   $ 659,520,257    

 

Notes to Schedule of Investments:

As of February 28, 2006, 84.8% of the Net Assets of the Fund, through investments in the underlying fund(s), was valued using fair value prices based on tools by a third party vendor (Note 2).

See accompanying notes to the financial statements.

3




GMO International Equity Allocation Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in affiliated issuers, at value (cost $500,329,004) (Notes 2 and 8)   $ 659,544,173    
Investments in unaffiliated issuers, at value (cost $11,441) (Note 2)     11,441    
Receivable for Fund shares sold     26,003    
Receivable for expenses reimbursed by Manager (Note 3)     8,735    
Total assets     659,590,352    
Liabilities:  
Payable for investments purchased     26,002    
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer fees     970    
Accrued expenses     43,123    
Total liabilities     70,095    
Net assets   $ 659,520,257    
Net assets consist of:  
Paid-in capital   $ 471,658,241    
Accumulated net realized gain     28,646,847    
Net unrealized appreciation     159,215,169    
    $ 659,520,257    
Net assets attributable to:  
Class III shares   $ 659,520,257    
Shares outstanding:  
Class III     38,490,599    
Net asset value per share:  
Class III   $ 17.13    

 

See accompanying notes to the financial statements.

4



GMO International Equity Allocation Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 6,537,289    
Interest     404    
Total investment income     6,537,693    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     47,286    
Audit and tax fees     22,800    
Legal fees     9,010    
Trustees fees and related expenses (Note 3)     10,848    
Registration fees     12,813    
Miscellaneous     9,921    
Total expenses     112,678    
Fees and expenses reimbursed by Manager (Note 3)     (96,218 )  
Net expenses     16,460    
Net investment income (loss)     6,521,233    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     11,594,407    
Realized gains distributions from affiliated issuers (Note 8)     39,806,651    
Net realized gain (loss)     51,401,058    
Change in net unrealized appreciation (depreciation) on investments     60,422,264    
Net realized and unrealized gain (loss)     111,823,322    
Net increase (decrease) in net assets resulting from operations   $ 118,344,555    

 

See accompanying notes to the financial statements.

5



GMO International Equity Allocation Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 6,521,233     $ 8,737,061    
Net realized gain (loss)     51,401,058       26,888,838    
Change in net unrealized appreciation (depreciation)     60,422,264       60,533,545    
Net increase (decrease) in net assets from operations     118,344,555       96,159,444    
Distributions to shareholders from:  
Net investment income  
Class III     (17,722,273 )     (13,316,966 )  
Net realized gains  
Class III     (24,911,633 )     (5,216,511 )  
      (42,633,906 )     (18,533,477 )  
Net share transactions (Note 7):  
Class III     94,760,352       154,841,820    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     22,825       281,874    
Total increase (decrease) in net assets resulting from net share
transactions and net purchase premiums and redemption fees
    94,783,177       155,123,694    
Total increase (decrease) in net assets     170,493,826       232,749,661    
Net assets:  
Beginning of period     489,026,431       256,276,770    
End of period   $ 659,520,257     $ 489,026,431    

 

See accompanying notes to the financial statements.

6




GMO International Equity Allocation Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 15.19     $ 12.83     $ 8.23     $ 9.02     $ 9.67    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.18       0.29       0.25       0.36       0.25    
Net realized and unrealized gain (loss)     2.90       2.65       4.60       (0.83 )     (0.66 )  
Total from investment operations     3.08       2.94       4.85       (0.47 )     (0.41 )  
Less distributions to shareholders:  
From net investment income     (0.47 )     (0.42 )     (0.25 )     (0.32 )     (0.24 )  
From net realized gains     (0.67 )     (0.16 )                    
Total distributions     (1.14 )     (0.58 )     (0.25 )     (0.32 )     (0.24 )  
Net asset value, end of period   $ 17.13     $ 15.19     $ 12.83     $ 8.23     $ 9.02    
Total Return(b)      21.15 %(c)      23.25 %(c)      60.41 %(c)      (5.58 )%     (4.26 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 659,520     $ 489,026     $ 256,277     $ 103,768     $ 65,712    
Net expenses to average daily net assets(d)(e)      0.00 %     0.00 %     0.00 %     0.00 %     0.00 %  
Net investment income to average
daily net assets(a) 
    1.15 %     2.18 %     2.35 %     4.11 %     2.83 %  
Portfolio turnover rate     7 %     15 %     43 %     19 %     50 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.02 %     0.03 %     0.05 %     0.05 %     0.05 %  
Purchase premiums and redemption fees
consisted of the following per share amounts:
  $ 0.00 (f)†    $ 0.01     $ 0.02                

 

(a)  Net investment income is affected by the timing of the declaration of dividends by the underlying fund(s) in which the Fund invests.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(c)  Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(d)  Net expenses exclude expenses incurred indirectly through investment in underlying funds (See Note 3).

(e)  Net expenses to average daily net assets were less than 0.01%.

(f)  Purchase premiums and redemption fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

7




GMO International Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO International Equity Allocation Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund operates as a "fund-of-funds" and makes investments in other funds of the Trust ("underlying fund(s)"). The Fund seeks total return greater than the return of the MSCI ACWI (All Country World Index) ex-U.S. Index through investment to varying extents in shares of the underlying fund(s).

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect) or by visiting GMO's website at www.gmo.com.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of underlying fund(s) are valued at their asset value. For other assets, and in cases where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's investment will be valued at "fair value", as determined in good faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close, but before the close of the NYSE. As a result, foreign equity securities held by the underlying fund(s) are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

8



GMO International Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. See the Schedule of Investments for open repurchase agreements entered into by the Fund as of February 28, 2006.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $18,337,640 and $13,316,966, respectively and long-term capital gains – $24,296,266 and $5,216,511, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $29,384,523 of undistributed long-term capital gains. The temporary differences between book and tax basis distributable earnings are primarily due to losses on wash sale transactions.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 501,078,119     $ 158,525,903     $ (48,408 )   $ 158,477,495    

 

9



GMO International Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to differing treatment of mutual fund distributions received. The financial highlights exclude these adjustments.

Distributions
in Excess of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 11,201,040     $ (11,201,040 )   $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from underlying fund(s) are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying fund(s). Because the underlying fund(s) have varied expense and fee levels and the Fund may own different proportions of underlying fund(s) at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

Purchases and redemptions of Fund shares

As of the date of this report, the premium on cash purchases and fee on redemptions of Fund shares are each 0.17% of the amount invested. The redemption fee is only applicable to shares acquired on or after June 30, 2003. The Fund's purchase premium or redemption fee are approximately equal to the weighted average of the purchase premiums and redemptions fees, if any, of the underlying fund(s) in which the Fund was invested. The level of purchase premium and redemption fee for the Fund may be adjusted to account for changes in the Fund's investments (i.e., changes in the percentage of Fund assets allocated to each underlying fund). If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur

10



GMO International Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. For the years ended February 28, 2006 and February 28, 2005, the Fund received $228 and $275,721 in purchase premiums and $22,597 and $6,153 in redemption fees, respectively. There is no premium for reinvested distributions or in-kind transactions.

Investment risks

The Fund is subject to the investment risks associated with an investment in the underlying fund(s), some of which may invest in foreign securities. There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets. Additionally, the investment risks associated with an investment in the underlying fund(s) may be more pronounced to the extent that the underlying fund(s) engage in derivative transactions.

3.  Fees and other transactions with affiliates

The Manager determines the allocation of the assets of the Fund among designated underlying fund(s). The Manager does not directly charge a management fee or shareholder service fee, but receives management and shareholder service fees from the underlying fund(s) in which the Fund invests.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund for its total annual direct operating expenses (excluding fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense, transfer taxes and expenses indirectly incurred by investments in the underlying fund(s)).

The Fund incurs fees and expenses indirectly as a shareholder in the underlying fund(s). For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

11



GMO International Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Indirect Net
Expenses
(excluding
shareholder service
fees)
  Indirect
Shareholder Service
Fees
  Total Indirect
Expenses
 
  0.624 %     0.109 %     0.733 %  

 

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $6,479 and $3,740, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $137,267,997 and $38,761,824, respectively. Cost of purchases and proceeds from sale of securities for in-kind transactions for the year ended February 28, 2006 were $237,736,373 and $237,736,373, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related parties

As of February 28, 2006, 25.9% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, less than 0.1% of the Fund's shares were held by three related parties comprised of certain GMO employee accounts.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

12



GMO International Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     5,248,587     $ 78,942,946       12,788,854     $ 161,936,882    
Shares issued to shareholders
in reinvestment of distributions
    2,550,396       39,686,743       1,172,649       16,727,131    
Shares repurchased     (1,499,797 )     (23,869,337 )     (1,742,829 )     (23,822,193 )  
Purchase premiums and
redemption fees
          22,825             281,874    
Net increase (decrease)     6,299,186     $ 94,783,177       12,218,674     $ 155,123,694    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of these issuers during the year ended February 28, 2006 is set forth below:



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Emerging Countries
Fund, Class III
  $ 11,981,142     $ 1,659,104     $ 46,986     $ 268,433     $ 1,390,671     $ 16,259,817    
GMO Emerging Markets
Fund, Class VI
    88,609,723       32,581,342       12,573,616       2,441,725       14,975,218       129,229,135    
GMO International Growth
Equity Fund, Class III
          247,320,334       2,550,000       298,087       7,029,875       254,857,704    
GMO International Growth
Fund, Class III
    190,312,376       38,096,880       241,099,114       508,236       3,819,967          
GMO International Intrinsic
Value Fund, Class IV
    187,917,565       52,745,228       11,026,144       2,905,405       10,927,079       256,390,561    
GMO International Small
Companies Fund,
Class III
    10,200,522       2,601,480       9,202,336       115,403       1,663,841       2,806,956    
Totals   $ 489,021,328     $ 375,004,368     $ 276,498,196     $ 6,537,289     $ 39,806,651     $ 659,544,173    

 

13




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO International Equity Allocation Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO International Equity Allocation Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

14



GMO International Equity Allocation Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs including indirect management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.74 %   $ 1,000.00     $ 1,157.80     $ 3.96    
2) Hypothetical     0.74 %   $ 1,000.00     $ 1,021.12     $ 3.71    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

15



GMO International Equity Allocation Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $24,296,266 from long-term capital gains.

For taxable, non-corporate shareholders, 58.05% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006, $6,095,890 and $112,881, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

16



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W. Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

17



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003)     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

18



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

19



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

20




GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Asset Allocation Team within the Quantitative Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Global Balanced Asset Allocation Fund returned +11.1% for the fiscal year ended February 28, 2006, as compared to +8.4% for the Fund's benchmark, the GMO Global Balanced Index (48.75% S&P 500 Index / 16.25% MSCI ACWI [All Country World Index] ex-U.S. Index / 35% Lehman Brothers U.S. Aggregate Index). Consistent with the Fund's investment objectives and policies, during the fiscal year the Fund was exposed to global equity and fixed income securities through its investment in underlying GMO mutual funds.

Implementation was negative, detracting 0.8% from returns as the GMO U.S. Core Equity, GMO U.S. Quality Equity, GMO International Intrinsic Value, and GMO International Growth Equity Funds underperformed their respective benchmarks.

Asset allocation added nearly 3.4%. The Fund's overweight to emerging equities and currency hedged international equities drove the outperformance.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Each performance figure assumes a purchase at the beginning and a redemption at the end of the stated period and reflects a transaction fee of .08% on the purchase and .08% on the redemption. Transaction fees are retained by the Fund to cover trading costs. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.

*   The GMO Global Balanced Index is a composite benchmark computed by GMO and comprised 48.75% S&P 500 Index, 16.25% MSCI ACWI (All Country World Index) ex-U.S. Index and 35% Lehman Brothers U.S. Aggregate Index.

**  The GMO Global Balanced Index +: MSCI ACWI (All Country World Index) prior to 7/02 and GMO Global Balanced Index thereafter.



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     63.6 %  
Debt Obligation(s)     28.8    
Short-Term Investment(s)     7.4    
Preferred Stocks     2.2    
Mutual Funds     0.4    
Call Options Purchased     0.1    
Loan Assignments     0.1    
Loan Participations     0.1    
Private Equity Securities     0.1    
Put Options Purchased     0.1    
Convertible Securities     0.0    
Forward Start Options     0.0    
Investment Funds     0.0    
Promissory Notes     0.0    
Rights and Warrants     0.0    
Swaps     0.0    
Written Options     0.0    
Forward Currency Contracts     0.0    
Futures     (0.3 )  
Reverse Repurchase Agreements     (0.5 )  
Other     (2.1 )  
      100.0 %  

 

*   The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

1



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Country/Region Summary**   % of Investments  
United States     53.9 %  
Euro Region***     13.6    
Japan     8.5    
Canada     4.6    
Sweden     4.1    
United Kingdom     3.8    
South Korea     3.1    
Brazil     2.3    
Taiwan     2.3    
China     0.9    
Mexico     0.8    
South Africa     0.8    
Hong Kong     0.4    
Norway     0.4    
Russia     0.4    
Austria     0.3    
India     0.3    
Denmark     0.2    
Israel     0.2    
Malaysia     0.2    
Singapore     0.2    
Thailand     0.2    
Cayman Islands     0.1    
Philippines     0.1    
Poland     0.1    
Turkey     0.1    
Switzerland     (0.5 )  
Australia     (1.4 )  
      100.0 %  

 

**   The table above incorporates aggregate indirect country exposure associated with investments in underlying fund(s). The table excludes short-term investment(s) and any investment in underlying fund(s) that is less than 3% of invested assets. The table includes values of derivative contracts.

***  The "Euro Region" is comprised of Belgium, Finland, France, Germany, Ireland, Italy, the Netherlands and Spain.

2




GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    MUTUAL FUNDS — 100.0%  
    Affiliated Issuer(s) — 100.0%  
  23,145,852     GMO Alpha Only Fund, Class III     239,791,023    
  2,042,883     GMO Alternative Asset Opportunity Fund, Class III     54,401,971    
  27,719,452     GMO Core Plus Bond Fund, Class IV     286,341,943    
  6,717,028     GMO Currency Hedged International Bond Fund, Class III     60,721,936    
  7,662,296     GMO Currency Hedged International Equity Fund, Class III     69,497,027    
  6,211,308     GMO Domestic Bond Fund, Class VI     60,995,048    
  983,316     GMO Emerging Countries Fund, Class III     18,879,661    
  933,721     GMO Emerging Country Debt Fund, Class IV     10,551,044    
  7,763,640     GMO Emerging Markets Fund, Class VI     174,293,709    
  3,535,893     GMO Inflation Indexed Bond Fund, Class III     39,248,409    
  2,453,474     GMO International Bond Fund, Class III     23,479,744    
  4,930,464     GMO International Growth Equity Fund, Class III     147,420,878    
  4,488,406     GMO International Intrinsic Value Fund, Class IV     146,232,252    
  517,573     GMO International Small Companies Fund, Class III     7,727,372    
  370,123     GMO Short-Duration Investment Fund, Class III     3,264,489    
  21,803,440     GMO U.S. Core Equity Fund, Class VI     315,495,777    
  7,362,067     GMO U.S. Quality Equity Fund, Class IV     153,278,225    
  64,881     GMO U.S. Value Fund, Class III     665,029    
    TOTAL MUTUAL FUNDS (COST $1,676,889,796)     1,812,285,537    
    SHORT-TERM INVESTMENT(S) — 0.0%  
  11,733     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a market value of $11,734 and an effective yield of
3.01%, collateralized by a U.S. Treasury Bond with a rate of 4.50%,
maturity date of 02/15/36 and a market value, including accrued interest,
of $11,968.
    11,733    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $11,733)     11,733    

 

See accompanying notes to the financial statements.

3



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

    Value ($)  
TOTAL INVESTMENTS — 100.0%
(Cost $1,676,901,529)
    1,812,297,270    
Other Assets and Liabilities (net) — 0.0%     (105,822 )  
TOTAL NET ASSETS — 100.0%   $ 1,812,191,448    

 

Notes to Schedule of Investments:

As of February 28, 2006, 31.4% of the Net Assets of the Fund, through investments in the underlying fund(s), was valued using fair value prices based on tools by a third party vendor.

See accompanying notes to the financial statements.

4




GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value (cost $11,733) (Note 2)   $ 11,733    
Investments in affiliated issuers, at value (cost $1,676,889,796) (Notes 2 and 8)     1,812,285,537    
Receivable for Fund shares sold     22,939,491    
Receivable for expenses reimbursed by Manager (Note 3)     37,369    
Miscellaneous receivable     18,367    
Total assets     1,835,292,497    
Liabilities:  
Payable for investments purchased     22,858,555    
Payable for Fund shares repurchased     120,000    
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer fees     3,301    
Accrued expenses     119,193    
Total liabilities     23,101,049    
Net assets   $ 1,812,191,448    
Net assets consist of:  
Paid-in capital   $ 1,633,186,377    
Accumulated undistributed net investment income     1,362,675    
Accumulated net realized gain     42,246,655    
Net unrealized appreciation     135,395,741    
    $ 1,812,191,448    
Net assets attributable to:  
Class III shares   $ 1,812,191,448    
Shares outstanding:  
Class III     154,116,992    
Net asset value per share:  
Class III   $ 11.76    

 

See accompanying notes to the financial statements.

5



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 43,233,069    
Interest     34,527    
Total investment income     43,267,596    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     53,906    
Audit and tax fees     20,957    
Legal fees     21,296    
Trustees fees and related expenses (Note 3)     24,078    
Registration fees     70,730    
Miscellaneous     23,372    
Total expenses     214,339    
Fees and expenses reimbursed by Manager (Note 3)     (176,149 )  
Net expenses     38,190    
Net investment income (loss)     43,229,406    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     30,479,014    
Realized gains distributions from affiliated issuers (Note 8)     55,604,485    
Net realized gain (loss)     86,083,499    
Change in net unrealized appreciation (depreciation) on investments     26,009,769    
Net realized and unrealized gain (loss)     112,093,268    
Net increase (decrease) in net assets resulting from operations   $ 155,322,674    

 

See accompanying notes to the financial statements.

6



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 43,229,406     $ 17,661,800    
Net realized gain (loss)     86,083,499       39,731,226    
Change in net unrealized appreciation (depreciation)     26,009,769       40,552,791    
Net increase (decrease) in net assets from operations     155,322,674       97,945,817    
Distributions to shareholders from:  
Net investment income  
Class III     (51,560,906 )     (24,420,472 )  
Net realized gains  
Class III     (52,999,421 )     (20,083,566 )  
      (104,560,327 )     (44,504,038 )  
Net share transactions (Note 7):  
Class III     730,598,623       522,541,342    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     592,545       447,679    
Total increase (decrease) in net assets resulting from net share
transactions and net purchase premiums and redemption fees
    731,191,168       522,989,021    
Total increase (decrease) in net assets     781,953,515       576,430,800    
Net assets:  
Beginning of period     1,030,237,933       453,807,133    
End of period (including accumulated undistributed net
investment income of $1,362,675 and $1,061,860,
respectively)
  $ 1,812,191,448     $ 1,030,237,933    

 

See accompanying notes to the financial statements.

7




GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 11.33     $ 10.74     $ 8.13     $ 8.64     $ 8.99    
Income (loss) from investment operations:  
Net investment income (loss)(a)      0.36       0.27       0.18       0.20       0.23    
Net realized and unrealized gain (loss)     0.86       0.90       2.68       (0.28 )     (0.20 )  
Total from investment operations     1.22       1.17       2.86       (0.08 )     0.03    
Less distributions to shareholders:  
From net investment income     (0.37 )     (0.32 )     (0.23 )     (0.43 )     (0.38 )  
From net realized gains     (0.42 )     (0.26 )     (0.02 )              
Total distributions     (0.79 )     (0.58 )     (0.25 )     (0.43 )     (0.38 )  
Net asset value, end of period   $ 11.76     $ 11.33     $ 10.74     $ 8.13     $ 8.64    
Total Return(b)      11.05 %(c)      11.07 %(c)      35.53 %(c)      (1.06 )%     0.49 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,812,191     $ 1,030,238     $ 453,807     $ 304,145     $ 7,318    
Net expenses to average daily net assets(d)(e)      0.00 %     0.00 %     0.00 %     0.00 %     0.00 %  
Net investment income to average daily net
assets(a) 
    3.17 %     2.53 %     2.19 %     4.01 %     2.66 %  
Portfolio turnover rate     16 %     10 %     59 %     61 %     25 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.01 %     0.02 %     0.03 %     0.05 %     0.31 %  
Purchase premiums and redemption fees
consisted of the following per
share amounts: 
  $ 0.01     $ 0.01     $ 0.01     $     $    

 

(a)  Net investment income is affected by the timing of the declaration of dividends by the underlying fund(s) in which the Fund invests.

(b)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown.

(c)  Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(d)  Net expenses exclude expenses incurred indirectly through investment in underlying fund(s) (See Note 3).

(e)  Net expenses to average daily net assets were less than 0.01%.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

8




GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Global Balanced Asset Allocation Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund operates as a "fund-of-funds" and makes investments in other funds of the Trust ("underlying fund(s)"). The Fund seeks total return greater than the return of the GMO Global Balanced Index through investments to varying extents in the underlying fund(s). The GMO Global Balanced Index is a composite benchmark computed by GMO consisting of (i) the S&P 500 Index (a U.S. large capitalization stock index, independently maintained and published by Standard & Poor's Corporation); (ii) the MSCI ACWI (All Country World Index) ex-U.S. Index (an international (excluding U.S. and including emerging markets) equity index, independently maintained and published by Morgan Stanley Capital International); (iii) the Lehman Brothers U.S. Aggregate Index (an independently maintained and published index comprised of U.S. fixed rate debt issues, having a maturity of at least one year and rated investment grade or higher by Moody's Investors Service, Standard & Poor's or Fitch IBCA, Inc.) in the following proportions: 48.75% (S&P 500), 16.25% (MSCI ACWI), and 35% (Lehman Brothers). The GMO Global Balanced Index reflects investment of all applicable dividends, capital gains, and interest. The Fund pursues its objective by investing in the least expensive class of the underlying fund(s) that is currently operational.

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect).

2.  Significant accounting policies

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

Portfolio valuation

Shares of underlying fund(s) and other mutual funds are valued at their net asset value. Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing

9



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. For other assets, and in cases where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's investments will be valued at "fair value", as determined in good faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close, but before the close of the NYSE. As a result, foreign equity securities held by the underlying fund(s) are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

Certain investments in securities held by the underlying fund(s) are valued on the basis of a price provided by a principal market maker. The prices provided by the principal market maker may differ from the value that would be realized if the securities were sold and the differences could be material to the Fund or underlying fund(s). As of February 28, 2006, the total value of these securities represented 1.0% of net assets.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. See the Schedule of Investments for open repurchase agreements entered into by the Fund as of February 28, 2006.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

10



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $51,560,906 and $31,726,069, respectively and long-term capital gains – $52,999,421 and $12,777,969, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $4,004,551 and $42,470,076 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to partnership interest tax allocations and losses on wash sale transactions.

As of February 28, 2006, the Fund had capital loss carryforwards available to offset future capital gains, if any, to the extent permitted by the Code, of $1,276 and $1,276 expiring in 2008 and 2010, respectively. Utilization of the capital loss carryforwards above could be subject to limitations imposed by the Code related to share ownership activity.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:



Aggregate Cost
  Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 1,679,764,265     $ 141,555,376     $ (9,022,371 )   $ 132,533,005    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to differing treatment of mutual fund distributions received. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 8,632,315     $ (8,632,315 )   $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from underlying fund(s) are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

11



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying fund(s). Because the underlying fund(s) have varied expense and fee levels and the Fund may own different proportions of underlying fund(s) at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

Purchases and redemptions of Fund shares

As of the date of this report, the premium on cash purchases and fee on redemptions of Fund shares were each 0.08% of the amount invested or redeemed. The redemption fee is only applicable to shares acquired on or after June 30, 2003. The Fund's purchase premium and redemption fee are approximately equal to the weighted average of the purchase premiums and redemption fees, if any, of the underlying fund(s) in which the Fund was invested. The level of purchase premium and redemption fee for the Fund may be adjusted to account for changes in the Fund's investments (i.e., changes in the percentage of Fund assets allocated to each underlying fund). If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. For the years ended February 28, 2006 and February 28, 2005, the Fund received $562,037 and $444,839 in purchase premiums and $30,508 and $2,840 in redemption fees, respectively. There is no premium for reinvested distributions or in-kind transactions.

Investment risks

The Fund is subject to the investment risks associated with an investment in the underlying fund(s), some of which may invest in foreign securities. There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets. Additionally, the investment risks associated with an investment in the underlying fund(s) may be more pronounced to the extent that the underlying fund(s) engage in derivative transactions.

12



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

3.  Fees and other transactions with affiliates

The Manager determines the allocation of the assets of the Fund among designated underlying fund(s). The Manager does not directly charge a management fee or shareholder service fee, but receives management and shareholder service fees from the underlying fund(s) in which the Fund invests.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund for its total annual direct operating expenses (excluding fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense, transfer taxes, and expenses indirectly incurred by investments in the underlying fund(s)).

The Fund incurs fees and expenses indirectly as a shareholder in the underlying fund(s). For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and
interest expense)
  Indirect
Shareholder Service
Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.426 %     0.108 %     0.012 %     0.546 %  

 

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $15,005 and $10,154, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $948,172,382 and $222,682,310, respectively. Cost of purchases and proceeds from sale of securities for in-kind transactions for the year ended February 28, 2006 were $596,961,743 and $596,961,743, respectively.

5.   Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. The Fund's

13



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholder and related parties

As of February 28, 2006, 25.6% of the outstanding shares of the Fund were held by one shareholder. Investment activities of this shareholder may have a material effect on the Fund.

As of February 28, 2006, 0.3% of the Fund's shares were held by thirteen related parties comprised of certain GMO employee accounts.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     59,476,732     $ 689,148,423       47,326,709     $ 506,574,167    
Shares issued to shareholders
in reinvestment of distributions
    8,489,047       96,761,248       3,584,010       39,497,603    
Shares repurchased     (4,818,243 )     (55,311,048 )     (2,189,911 )     (23,530,428 )  
Purchase premium and
redemption fees
          592,545             447,679    
Net increase (decrease)     63,147,536     $ 731,191,168       48,720,808     $ 522,989,021    

 

14



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of these issuers during the year ended February 28, 2006 is set forth below:



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Alpha Only Fund,
Class III
  $ 32,963,379     $ 208,780,939     $ 90,298     $ 7,265,726     $     $ 239,791,023    
GMO Alternative Asset
Opportunity Fund,
Class III
          52,128,089       26,435                   54,401,971    
GMO Core Plus Bond
Fund, Class III
    127,328,898       58,754,887       187,302,955       143,143                
GMO Core Plus
Bond Fund,
Class IV
          293,282,055       3,012,991       8,848,508             286,341,943    
GMO Currency
Hedged International
Bond Fund, Class III
    71,877,970       20,092,419       27,976,325       6,562,252       775,898       60,721,936    
GMO Currency
Hedged International
Equity Fund, Class III
    45,196,546       37,263,077       17,502,806       4,962,748       5,875,911       69,497,027    
GMO Domestic Bond
Fund, Class III
    102,330,133       3,419,813       107,018,243       10,475       1,172,088          
GMO Domestic Bond
Fund, Class VI
          61,733,996       44,411       1,256,742             60,995,048    
GMO Emerging
Countries Fund,
Class III
    11,466,947       4,772,441       257,992       302,678       1,526,888       18,879,661    
GMO Emerging Country
Debt Fund, Class IV
    9,414,586       1,661,980       755,305       1,103,721       478,351       10,551,044    
GMO Emerging Markets
Fund, Class VI
    84,567,353       73,489,052       6,903,857       2,781,608       17,468,606       174,293,709    
GMO Inflation Indexed
Bond Fund, Class III
    28,364,806       37,366,729       26,004,775       693,451       176,901       39,248,409    
GMO International
Bond Fund, Class III
    21,786,870       5,110,464       1,206,462       643,098       12,407       23,479,744    
GMO International
Growth Equity Fund,
Class III
          149,531,354       7,833,488       172,850       4,076,369       147,420,878    

 

15



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO International
Growth Fund,
Class III
  $ 87,262,780     $ 25,489,391     $ 118,826,523     $ 238,847     $ 1,795,205     $    
GMO International
Intrinsic Value Fund,
Class IV
    86,427,234       62,320,267       16,523,111       1,632,106       5,983,780       146,232,252    
GMO International
Small Companies
Fund, Class III
    19,084,299       4,202,691       14,002,188       230,285       3,345,207       7,727,372    
GMO Real Estate Fund,
Class III
    22,680,730       7,654,180       28,314,523       449,530       6,016,947          
GMO Short-Duration
Investment Fund,
Class III
    3,145,592       102,874       1,644       102,874             3,264,489    
GMO U.S. Core Equity
Fund, Class VI
          317,840,153       3,908,042       2,422,433       6,713,787       315,495,777    
GMO U.S. Core Fund,
Class VI
    195,163,591       52,276,721       250,956,004       2,117,106                
GMO U.S. Quality
Equity Fund, Class IV
    80,387,878       66,970,332       64,422       1,279,251       186,140       153,278,225    
GMO U.S. Value Fund,
Class III
          876,628       221,809       7,258             665,029    
GMO Value Fund,
Class III
    857,087       13,593       889,444       6,379                
Totals   $ 1,030,306,679     $ 1,545,134,125     $ 819,644,053     $ 43,233,069     $ 55,604,485     $ 1,812,285,537    

 

16




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Global Balanced Asset Allocation Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Global Balanced Asset Allocation Fund (the "Fund") at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

17



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs including indirect management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.56 %   $ 1,000.00     $ 1,074.40     $ 2.88    
2) Hypothetical     0.56 %   $ 1,000.00     $ 1,022.02     $ 2.81    

 

*  Expenses are calculated using the Class's annualized expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

18



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $52,999,421 from long-term capital gains.

For taxable, non-corporate shareholders, 30.91% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 9.77% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 28, 2006 of $11,041,235 or if determined to be different, the qualified interest income of such year.

19



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000.
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

20



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

21



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

22



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

23




GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Asset Allocation Team within the Quantitative Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Global (U.S.+) Equity Allocation Fund returned +13.9% for the fiscal year ended February 28, 2006, as compared to +11.4% for the Fund's benchmark the GMO Global Equity Index (75% S&P 500 Index / 25% MSCI ACWI [All Country World Index] ex-U.S. Index). Consistent with the Fund's investment objectives and policies, during the fiscal year the Fund was exposed to global equity and fixed income securities through its investment in underlying GMO mutual funds.

Implementation was negative, detracting approximately 1.6%.

Asset allocation added nearly 4.1%. The Fund's underweight to U.S. equities and overweight to international equities, particularly emerging market equities, were the drivers of the outperformance.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Each performance figure assumes a purchase at the beginning and a redemption at the end of the stated period and reflects a transaction fee of .10% on the purchase and .10% on the redemption. Transaction fees are retained by the Fund to cover trading costs. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.

*  The GMO Global Equity Index is a composite benchmark computed by GMO and comprised 75% S&P 500 Index and 25% MSCI ACWI (All Country World Index) ex-U.S. Index.



GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     91.0 %  
Short-Term Investment(s)     8.5    
Preferred Stocks     2.6    
Debt Obligation(s)     1.7    
Private Equity Securities     0.1    
Call Options Purchased     0.0    
Convertible Securities     0.0    
Investment Funds     0.0    
Loan Assignments     0.0    
Loan Participations     0.0    
Mutual Fund     0.0    
Promissory Notes     0.0    
Put Options Purchased     0.0    
Rights and Warrants     0.0    
Swaps     0.0    
Written Options     0.0    
Futures     (0.1 )  
Forward Currency Contracts     (0.1 )  
Reverse Repurchase Agreements     (0.2 )  
Other     (3.5 )  
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

1



GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Country Summary**   % of Investments  
United States     50.6 %  
Japan     9.9    
United Kingdom     7.9    
South Korea     3.4    
France     3.2    
Brazil     2.6    
Taiwan     2.5    
Netherlands     2.3    
Germany     2.1    
Canada     1.5    
Italy     1.4    
Australia     1.3    
Switzerland     1.3    
Finland     1.2    
China     1.0    
Mexico     0.9    
South Africa     0.9    
Spain     0.8    
Belgium     0.6    
Hong Kong     0.5    
Norway     0.5    
Austria     0.4    
India     0.4    
Russia     0.4    
Sweden     0.4    
Denmark     0.3    
Ireland     0.3    
Malaysia     0.3    
Singapore     0.3    
Israel     0.2    
Thailand     0.2    
Turkey     0.2    
Philippines     0.1    
Poland     0.1    
      100.0 %  

 

**  The table above incorporates aggregate indirect country exposure associated with investments in underlying fund(s). The table excludes short-term investment(s) and any investment in underlying fund(s) that is less than 3% of invested assets.

2




GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    AFFILIATED ISSUERS — 100.0%  
    Mutual Funds — 100.0%  
  2,067,843     GMO Alpha Only Fund, Class III     21,422,854    
  1,534,401     GMO Currency Hedged International Equity Fund, Class III     13,917,020    
  324,134     GMO Emerging Countries Fund, Class III     6,223,371    
  1,712,727     GMO Emerging Markets Fund, Class VI     38,450,725    
  243,136     GMO Inflation Indexed Bond Fund, Class III     2,698,811    
  1,421,227     GMO International Growth Equity Fund, Class III     42,494,690    
  1,324,493     GMO International Intrinsic Value Fund, Class IV     43,151,981    
  83,579     GMO International Small Companies Fund, Class III     1,247,841    
  15,369     GMO Short-Duration Investment Fund, Class III     135,556    
  8,712,646     GMO U.S. Core Equity Fund, Class VI     126,071,991    
  2,515     GMO U.S. Growth Fund, Class III     45,689    
  1,348,550     GMO U.S. Quality Equity Fund, Class IV     28,076,814    
  44,377     GMO U.S. Value Fund, Class III     454,865    
  145,799     GMO Emerging Country Debt Fund, Class IV     1,647,525    
      326,039,733    
    Private Investment Fund — 0.0%  
  175     GMO SPV I, LLC     740    
    TOTAL AFFILIATED ISSUERS (COST $270,200,213)     326,040,473    
    SHORT-TERM INVESTMENT(S) — 0.0%  
  9,510     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $9,511 and an effective yield of
3.01%, collateralized by a U.S. Treasury Bond with a rate of 4.50%,
maturity date of 02/15/36 and a market value, including accrued interest,
of $9,701.
    9,510    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $9,510)     9,510    

 

See accompanying notes to the financial statements.

3



GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

  Value ($)  
TOTAL INVESTMENTS — 100.0%
(Cost $270,209,723)
    326,049,983    
Other Assets and Liabilities (net) — 0.0%     (18,416 )  
TOTAL NET ASSETS — 100.0%   $ 326,031,567    

 

Notes to Schedule of Investments:

As of February 28, 2006, 39.8% of the Net Assets of the Fund, through investments in the underlying fund(s), was valued using fair value prices based on tools by a third party vendor (Note 2).

See accompanying notes to the financial statements.

4




GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value (cost $9,510) (Note 2)   $ 9,510    
Investments in affiliated issuers, at value (cost $270,200,213) (Notes 2 and 8)     326,040,473    
Receivable for Fund shares sold     1,520    
Receivable for expenses reimbursed by Manager (Note 3)     6,653    
Total assets     326,058,156    
Liabilities:  
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer fees     409    
Accrued expenses     26,180    
Total liabilities     26,589    
Net assets   $ 326,031,567    
Net assets consist of:  
Paid-in capital   $ 256,901,300    
Accumulated undistributed net investment income     51,723    
Accumulated net realized gain     13,238,284    
Net unrealized appreciation     55,840,260    
    $ 326,031,567    
Net assets attributable to:  
Class III shares   $ 326,031,567    
Shares outstanding:  
Class III     27,420,863    
Net asset value per share:  
Class III   $ 11.89    

 

See accompanying notes to the financial statements.

5



GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 6,238,406    
Interest     8,305    
Total investment income     6,246,711    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     37,180    
Audit and tax fees     21,180    
Legal fees     7,883    
Trustees fees and related expenses (Note 3)     5,985    
Registration fees     5,383    
Miscellaneous     5,615    
Total expenses     83,226    
Fees and expenses reimbursed by Manager (Note 3)     (74,104 )  
Net expenses     9,122    
Net investment income (loss)     6,237,589    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     18,638,091    
Realized gains distributions from affiliated issuers (Note 8)     15,194,818    
Net realized gain (loss)     33,832,909    
Change in net unrealized appreciation (depreciation) on investments     (94,267 )  
Net realized and unrealized gain (loss)     33,738,642    
Net increase (decrease) in net assets resulting from operations   $ 39,976,231    

 

See accompanying notes to the financial statements.

6



GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 6,237,589     $ 5,507,879    
Net realized gain (loss)     33,832,909       16,196,803    
Change in net unrealized appreciation (depreciation)     (94,267 )     19,014,524    
Net increase (decrease) in net assets from operations     39,976,231       40,719,206    
Distributions to shareholders from:  
Net investment income  
Class III     (8,578,882 )     (7,147,138 )  
Net realized gains  
Class III     (23,838,281 )     (10,998,619 )  
      (32,417,163 )     (18,145,757 )  
Net share transactions (Note 7):  
Class III     (17,370,663 )     90,283,380    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     23,772       106,660    
Total increase (decrease) in net assets resulting from net share
transactions and net purchase premiums and redemption fees
    (17,346,891 )     90,390,040    
Total increase (decrease) in net assets     (9,787,823 )     112,963,489    
Net assets:  
Beginning of period     335,819,390       222,855,901    
End of period (including accumulated undistributed net
investment income of $51,723 and $0,
respectively)
  $ 326,031,567     $ 335,819,390    

 

See accompanying notes to the financial statements.

7




GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 11.63     $ 10.86     $ 7.51     $ 8.66     $ 8.92    
Income (loss) from investment operations:  
Net investment income (loss)(a)      0.23       0.23       0.14       0.15       0.23    
Net realized and unrealized gain (loss)     1.32       1.23       3.55       (1.07 )     (0.14 )  
Total from investment operations     1.55       1.46       3.69       (0.92 )     0.09    
Less distributions to shareholders:  
From net investment income     (0.34 )     (0.27 )     (0.21 )     (0.23 )     (0.13 )  
From net realized gains     (0.95 )     (0.42 )     (0.13 )           (0.22 )  
Total distributions     (1.29 )     (0.69 )     (0.34 )     (0.23 )     (0.35 )  
Net asset value, end of period   $ 11.89     $ 11.63     $ 10.86     $ 7.51     $ 8.66    
Total Return(b)      13.91 %(c)      13.70 %(c)      49.63 %(c)      (10.84 )%     1.12 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 326,032     $ 335,819     $ 222,856     $ 79,736     $ 40,124    
Net expenses to average daily net assets(d)(e)      0.00 %     0.00 %     0.00 %     0.00 %     0.00 %  
Net investment income to average
daily net assets(a) 
    1.99 %     2.11 %     1.99 %     3.06 %     2.73 %  
Portfolio turnover rate     20 %     17 %     73 %     30 %     13 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.02 %     0.04 %     0.05 %     0.07 %     0.07 %  
Purchase premiums and redemption fees
consisted of the following per share amounts: 
  $ 0.00 (f)    $ 0.00 (f)    $ 0.01                

 

(a)  Net investment income is affected by the timing of the declaration of dividends by the underlying fund(s) in which the Fund invests.

(b)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown.

(c)  Calculations exclude purchase premiums and redemption fees which are borne by the shareholders.

(d)  Net expenses exclude expenses incurred indirectly through investment in underlying fund(s) (See Note 3).

(e)  Net expenses to average daily net assets were less than 0.01%.

(f)  Purchase premiums and redemption fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

8




GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Global (U.S.+) Equity Allocation Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund operates as a "fund-of-funds" and makes investments in other funds of the Trust ("underlying fund(s)"). The Fund seeks total return greater than that of the GMO Global Equity Index through investments to varying extents in the underlying fund(s). The GMO Global Equity Index, a composite index computed by the Manager, consists of (i) the S&P 500 Index (an index of large capitalization U.S. stocks, independently maintained and published by Standard & Poor's) and (ii) the MSCI ACWI (All Country World Index) ex-U.S. Index (an international (excluding U.S. and including emerging markets) equity index, independently maintained and published by Morgan Stanley Capital International) in the following proportions: 75% (S&P 500 Index) and 25% (MSCI ACWI (All Country World Index) ex-U.S. Index).

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect).

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of underlying fund(s) and other mutual funds are valued at their net asset value. For other assets, and in cases

9



GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's investments will be valued at "fair value", as determined in good faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close but before the close of the NYSE. As a result, foreign equity securities held by the underlying fund(s) are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

Certain investments in securities held by the Fund or underlying fund(s) are valued on the basis of a price provided by a principal market maker. The prices provided by the principal market makers may differ from the value that would be realized if the securities were sold and the differences could be material to the Fund or the underlying fund(s). As of February 28, 2006, the total value of these securities represented 0.2% of net assets.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. See the Schedule of Investments for open repurchase agreements entered into by the Fund as of February 28, 2006.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

10



GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $8,857,253 and $11,543,007, respectively and long-term capital gains – $23,559,910 and $6,602,750, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $51,713 and $13,403,121 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to losses on wash sale transactions.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 270,374,554     $ 55,801,633     $ (126,204 )   $ 55,675,429    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to differing treatment of mutual fund distributions received. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 2,393,016     $ (2,393,016 )   $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from underlying fund(s) are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

11



GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying fund(s). Because the underlying fund(s) have varied expense and fee levels and the Fund may own different proportions of underlying fund(s) at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

Purchase and redemption of Fund shares

As of the date of this report, the premium on cash purchases and fee on redemptions of Fund shares were each 0.10% of the amount invested or redeemed. For the period June 30, 2004 to June 29, 2005, the premium on cash purchases and fee on redemptions of Fund shares were 0.15% and 0.14%, respectively. The redemption fee is only applicable to shares acquired on or after June 30, 2003. The Fund's purchase premium and redemption fee are approximately equal to the weighted average of the purchase premiums and redemption fees, if any, of the underlying fund(s) in which the Fund was invested. The level of purchase premium and redemption fee for the Fund may be adjusted to account for changes in the Fund's investments (i.e., changes in the percentage of Fund assets allocated to each underlying fund). If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. For the years ended February 28, 2006 and February 28, 2005, the Fund received $10,757 and $105,459 in purchase premiums and $13,015 and $1,201 in redemption fees, respectively. There is no premium for reinvested distributions or in-kind transactions.

Investment risks

The Fund is subject to the investment risks associated with an investment in the underlying fund(s), some of which may invest in foreign securities. There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets. Additionally, the investment risks associated with an investment in the underlying fund(s) may be more pronounced to the extent that the underlying fund(s) engage in derivative transactions.

12



GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

3.  Fees and other transactions with affiliates

The Manager determines the allocation of the assets of the Fund among designated underlying fund(s). The Manager does not directly charge an advisory fee or shareholder service fee, but receives management and shareholder service fees from the underlying fund(s) in which the Fund invests.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund for its total annual direct operating expenses (excluding fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense, transfer taxes and expenses indirectly incurred by investments in the underlying fund(s)).

The Fund incurs fees and expenses indirectly as a shareholder in the underlying fund(s). For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and
interest expense)
  Indirect
Shareholder Service
Fees
  Indirect
Interest
Expense
  Total Indirect
Expenses
 
  0.477 %     0.091 %     0.007 %     0.575 %  

 

        

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $3,534 and $1,852, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $61,937,521 and $90,270,650, respectively. Cost of purchases and proceeds from sale of securities for in-kind transactions for the year ended February 28, 2006 were $165,538,494 and $165,538,494, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. The Fund's

13



GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related parties

As of February 28, 2006, 33.7% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, less than 0.1% of the Fund's shares were held by two related parties comprised of certain GMO employee accounts.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     820,653     $ 9,603,497       7,760,948     $ 83,476,617    
Shares issued to shareholders
in reinvestment of distributions
    2,486,440       28,419,617       1,354,357       15,196,295    
Shares repurchased     (4,753,170 )     (55,393,777 )     (777,061 )     (8,389,532 )  
Purchase premiums and
redemption fees
          23,772             106,660    
Net increase (decrease)     (1,446,077 )   $ (17,346,891 )     8,338,244     $ 90,390,040    

 

14



GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 28, 2006 is set forth below:



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Alpha Only
Fund, Class III
  $ 4,261,184     $ 18,158,700     $ 878,950     $ 630,198     $     $ 21,422,854    
GMO Currency Hedged
International Bond
Fund, Class III
    6,866,604       178,133       7,183,780       164,186       13,946          
GMO Currency Hedged
International Equity
Fund, Class III
    14,004,042       3,846,876       5,023,547       1,010,292       1,336,583       13,917,020    
GMO Emerging Countries
Fund, Class III
    5,157,459       635,015       563,758       102,742       532,273       6,223,371    
GMO Emerging Country
Debt Fund, Class IV
    2,681,246       263,425       1,416,867       173,440       89,985       1,647,525    
GMO Emerging Markets
Fund, Class VI
    34,241,582       5,019,366       6,584,838       703,692       4,315,674       38,450,725    
GMO Growth Fund,
Class III
    123,851       3,247       126,334       467       2,780          
GMO Inflation Indexed Bond
Fund, Class III
    2,712,770       2,174,700       2,122,449       132,298       39,597       2,698,811    
GMO International Growth
Equity Fund, Class III
          45,325,993       4,579,381       50,088       1,181,248       42,494,690    
GMO International Growth
Fund, Class III
    46,704,145       2,441,153       51,349,486       93,781       704,872          
GMO International Intrinsic
Value Fund, Class IV
    46,508,288       4,868,754       12,796,264       492,277       1,878,978       43,151,981    
GMO International Small
Companies Fund,
Class III
    8,458,729       717,213       7,554,351       44,062       673,151       1,247,841    
GMO Real Estate Fund,
Class III
    7,195,261       1,783,814       8,491,790       124,801       1,659,012          
GMO Short-Duration
Investment Fund,
Class III
    147,457       4,281       17,049       4,281             135,556    
GMO SPV I, LLC     1,355                         570       740 *   
GMO U.S. Core Equity
Fund, Class VI
          126,956,480       1,250,000       972,553       2,717,019       126,071,991    
GMO U.S. Core
Fund, Class VI
    129,975,587       9,141,270       140,612,856       1,243,961                

 

15



GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO U.S. Growth
Fund, Class III
  $     $ 115,384     $ 70,000     $ 539     $ 2,939     $ 45,689    
GMO U.S. Quality Equity
Fund, Class IV
    25,966,395       5,078,618       4,030,450       282,427       46,191       28,076,814    
GMO U.S. Value
Fund, Class III
          758,054       310,000       6,782             454,865    
GMO Value
Fund, Class III
    824,736       5,539       846,994       5,539                
Totals   $ 335,830,691     $ 227,476,015     $ 255,809,144     $ 6,238,406     $ 15,194,818     $ 326,040,473    

 

* After effect of the return of capital distributions of $504 and $407 on April 4, 2005 and February 21, 2006, respectively.

16




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Global (U.S.+) Equity Allocation Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Global (U.S.+) Equity Allocation Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

17



GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs including indirect management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.58 %   $ 1,000.00     $ 1,103.20     $ 3.02    
2) Hypothetical     0.58 %   $ 1,000.00     $ 1,021.92     $ 2.91    

 

*  Expenses are calculated using the Class's annualized expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

18



GMO Global (U.S.+) Equity Allocation Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $23,559,910 from long-term capital gains.

For taxable, non-corporate shareholders, 56.49% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 20.98% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006, $1,521,036 and $278,371, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

19



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

20



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

21



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

22



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

23




GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)
Annual Report
February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.




GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Asset Allocation Team within the Quantitative Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Benchmark-Free Allocation Fund returned +16.5% for the period ended February 28, 2006, as compared to +4.3% for the CPI Index. During the period, the Fund was exposed to a range of asset classes through its investment in underlying GMO mutual funds.

Implementation was positive, as the underlying GMO mutual funds outperformed their respective benchmarks by approximately 0.3%.

Asset allocation contributed +16.1%. The Fund's overweight to international equities, particularly emerging equities, and currency hedged international equities drove the outperformance.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Each performance figure assumes a purchase at the beginning and a redemption at the end of the stated period and reflects a transaction fee of .28% on the purchase and .25% on the redemption. Transaction fees are retained by the Fund to cover trading costs. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     58.7 %  
Debt Obligation(s)     29.5    
Short-Term Investment(s)     7.3    
Preferred Stocks     4.8    
Mutual Fund     0.4    
Loan Assignments     0.2    
Loan Participations     0.2    
Private Equity Securities     0.2    
Call Options Purchased     0.1    
Investment Funds     0.1    
Put Options Purchased     0.1    
Swaps     0.1    
Convertible Securities     0.0    
Promissory Notes     0.0    
Rights and Warrants     0.0    
Written Options     0.0    
Forward Currency Contracts     (0.1 )  
Futures     (0.6 )  
Reverse Repurchase Agreements     (1.1 )  
Other     0.1    
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

1



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Country/Region Summary**   % of Investments  
United States     28.6 %  
Euro Region***     22.6    
South Korea     8.0    
Japan     6.3    
Brazil     6.0    
Taiwan     5.8    
Canada     5.0    
Sweden     4.4    
United Kingdom     3.8    
China     2.4    
Mexico     2.1    
South Africa     2.0    
Russia     1.0    
India     0.9    
Malaysia     0.6    
Israel     0.5    
Thailand     0.4    
Hong Kong     0.3    
Norway     0.3    
Poland     0.3    
Turkey     0.3    
Austria     0.2    
Philippines     0.2    
Singapore     0.2    
Denmark     0.2    
Argentina     0.1    
Chile     0.1    
Switzerland     (0.9 )  
Australia     (1.7 )  
      100.0 %  

 

**  The table above incorporates aggregate indirect country exposure associated with investments in underlying fund(s). The table excludes short-term investment(s) and any investment in underlying fund(s) that is less than 3% of invested assets. The table includes values of derivative contracts.

***  The "Euro Region" is comprised of Belgium, Finland, France, Germany, Ireland, Italy, the Netherlands and Spain.

2




GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    MUTUAL FUNDS — 100.0%  
    Affiliated Issuer(s) — 100.0%  
  28,827,018     GMO Alpha Only Fund, Class III     298,647,908    
  2,398,943     GMO Alternative Asset Opportunity Fund, Class III     63,883,855    
  4,089,796     GMO Core Plus Bond Fund, Class IV     42,247,589    
  20,715,099     GMO Currency Hedged International Bond Fund, Class III     187,264,495    
  8,565,347     GMO Currency Hedged International Equity Fund, Class III     77,687,695    
  2,180,619     GMO Emerging Country Debt Fund, Class IV     24,640,997    
  13,597,568     GMO Emerging Markets Fund, Class VI     305,265,395    
  4,786,210     GMO Inflation Indexed Bond Fund, Class III     53,126,931    
  1,129,474     GMO International Growth Equity Fund, Class III     33,771,273    
  1,066,203     GMO International Intrinsic Value Fund, Class IV     34,736,907    
  1,600,814     GMO International Small Companies Fund, Class III     23,900,156    
  3,001,258     GMO U.S. Quality Equity Fund, Class IV     62,486,196    
    TOTAL MUTUAL FUNDS (COST $1,098,345,449)     1,207,659,397    
    SHORT-TERM INVESTMENT(S) — 0.0%  
  11,847     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $11,848 and an effective yield of
3.01%, collateralized by a U.S. Treasury Bond with a rate of 4.50%,
maturity date of 02/15/36 and a market value, including accrued interest,
of $12,084.
    11,847    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $11,847)     11,847    
    TOTAL INVESTMENTS — 100.0%
(Cost $1,098,357,296)
    1,207,671,244    
        Other Assets and Liabilities (net) — 0.0%     (46,523 )  
    TOTAL NET ASSETS — 100.0%   $ 1,207,624,721    

 

Notes to Schedule of Investments:

As of February 28, 2006, 40.0% of the Net Assets of the Fund, through investments in the underlying fund(s), was valued using fair value prices based on tools by a third party vendor (Note 2).

See accompanying notes to the financial statements.

3




GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value (cost $11,847) (Note 2)   $ 11,847    
Investments in affiliated issuers, at value (cost $1,098,345,449) (Notes 2 and 8)     1,207,659,397    
Receivable for Fund shares sold     31,412    
Receivable for expenses reimbursed by Manager (Note 3)     11,827    
Miscellaneous receivable     89    
Total assets     1,207,714,572    
Liabilities:  
Payable for investments purchased     31,500    
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer fees     1,699    
Accrued expenses     56,652    
Total liabilities     89,851    
Net assets   $ 1,207,624,721    
Net assets consist of:  
Paid-in capital   $ 1,035,924,306    
Accumulated undistributed net investment income     69,541    
Accumulated net realized gain     62,316,926    
Net unrealized appreciation     109,313,948    
    $ 1,207,624,721    
Net assets attributable to:  
Class III shares   $ 1,207,624,721    
Shares outstanding:  
Class III     43,500,729    
Net asset value per share:  
Class III   $ 27.76    

 

See accompanying notes to the financial statements.

4



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 51,971,866    
Interest     5,103    
Total investment income     51,976,969    
Expenses:  
Chief Compliance Officer (Note 3)     7,072    
Custodian, fund accounting agent and transfer agent fees     48,648    
Audit and tax fees     22,659    
Legal fees     17,310    
Trustees fees and related expenses (Note 3)     20,958    
Registration fees     9,516    
Printing expense     8,284    
Miscellaneous     4,504    
Total expenses     138,951    
Fees and expenses reimbursed by Manager (Note 3)     (106,847 )  
Net expenses     32,104    
Net investment income (loss)     51,944,865    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     33,145,036    
Realized gains distributions from affiliated issuers (Note 8)     68,233,188    
Net realized gain (loss)     101,378,224    
Change in net unrealized appreciation (depreciation) on investments     21,287,396    
Net realized and unrealized gain (loss)     122,665,620    
Net increase (decrease) in net assets resulting from operations   $ 174,610,485    

 

See accompanying notes to the financial statements.

5



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 51,944,865     $ 30,875,154    
Net realized gain (loss)     101,378,224       62,056,996    
Change in net unrealized appreciation (depreciation)     21,287,396       63,161,953    
Net increase (decrease) in net assets from operations     174,610,485       156,094,103    
Distributions to shareholders from:  
Net investment income  
Class III     (61,779,932 )     (37,871,765 )  
Net realized gains  
Class III     (57,743,585 )     (28,936,618 )  
      (119,523,517 )     (66,808,383 )  
Net share transactions (Note 7):  
Class III     84,329,738       689,182,292    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     109,413       2,140,230    
Total increase (decrease) in net assets resulting from net share
transactions and net purchase premiums and redemption fees
    84,439,151       691,322,522    
Total increase (decrease) in net assets     139,526,119       780,608,242    
Net assets:  
Beginning of period     1,068,098,602       287,490,360    
End of period (including accumulated undistributed net
investment income of $69,541 and $0, respectively)
  $ 1,207,624,721     $ 1,068,098,602    

 

See accompanying notes to the financial statements.

6




GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004(a)   
Net asset value, beginning of period   $ 26.50     $ 24.28     $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)(b)      1.26       0.98       0.61    
Net realized and unrealized gain (loss)     2.93       3.00       4.53    
Total from investment operations     4.19       3.98       5.14    
Less distributions to shareholders:  
From net investment income     (1.51 )     (0.99 )     (0.75 )  
From net realized gains     (1.42 )     (0.77 )     (0.11 )  
Total distributions     (2.93 )     (1.76 )     (0.86 )  
Net asset value, end of period   $ 27.76     $ 26.50     $ 24.28    
Total Return(c)      16.50 %     16.74 %     25.92 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,207,625     $ 1,068,099     $ 287,490    
Net expenses to average daily net assets(d)(e)      0.00 %     0.00 %     0.00 %*   
Net investment income to average daily net assets(b)      4.64 %     3.92 %     5.05 %*   
Portfolio turnover rate     47 %     50 %     24 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.01 %     0.02 %     0.07 %*   
Purchase premiums and redemption fees consisted of the following
per share amounts: 
  $ 0.00 (f)    $ 0.07     $ 0.13    

 

(a)  Period from July 23, 2003 (commencement of operations) through February 29, 2004.

(b)  Net investment income is affected by the timing of the declaration of dividends by the underlying fund(s) in which the Fund invests.

(c)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown. Calculation excludes purchase premiums and redemption fees which are borne by the shareholders.

(d)  Net expenses exclude expenses incurred indirectly through investment in underlying fund(s) (See Note 3).

(e)  Net expenses to average daily net assets were less than 0.01%.

(f)  Purchase premiums and redemptions fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

7




GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Benchmark-Free Allocation Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund operates as a "fund-of-funds" and makes investments in other funds of the Trust ("underlying fund(s)"). The Fund seeks positive return regardless of market direction. The Fund will not seek to control risk relative to a particular securities market index or benchmark.

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request by calling (617) 346-7646 (collect).

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

Shares of underlying fund(s) are valued at their net asset value. Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available, or whose values the Manager has determined to be unreliable, are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that

8



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

occur after that close but before the close of the NYSE. As a result, foreign equity securities held by the underlying fund(s) are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

Certain investments in securities held by the Fund or underlying fund(s) are valued on the basis of a price provided by a principal market maker. The prices provided by the principal market makers may differ from the value that would be realized if the securities were sold and the differences could be material to the Fund or the underlying fund(s). As of February 28, 2006, the total value of these securities represented 7.6% of net assets.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. See the Schedule of Investments for open repurchase agreements entered into by the Fund as of February 28, 2006.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions were as follows: ordinary income – $66,921,938 and $60,088,474, respectively and long-term capital gains – $52,601,579 and $6,719,909, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consists of $3,199,420 and $62,936,356 of undistributed ordinary income and undistributed long-term capital gains, respectively. The

9



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

temporary differences between book and tax basis distributable earnings are primarily due to partnership interest tax allocations and losses on wash sale transactions.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 1,102,106,616     $ 114,527,179     $ (8,962,551 )   $ 105,564,628    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to differing treatment of mutual fund distributions received. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net Realized Gain
  Paid-in Capital  
$ 9,904,608     $ (9,904,608 )   $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from underlying fund(s) are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying fund(s). Because the underlying fund(s) have varied expense and fee levels and the Fund may own different proportions of underlying fund(s) at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

10



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Purchase and redemption of Fund shares

As of the date of this report, the premium on cash purchases and fee on redemptions of Fund shares were 0.28% and 0.25%, of the amount invested or redeemed, respectively. For the period June 20, 2004 to June 29, 2005, the premium on cash purchases and fee on redemptions of Fund shares were 0.36% and 0.32%, respectively. The Fund's purchase premium and redemption fee are approximately equal to the weighted average of the purchase premiums and redemptions fees, if any, of the underlying fund(s) in which the Fund was invested. The level of purchase premium and redemption fee for the Fund may be adjusted to account for changes in the Fund's investments (i.e., changes in the percentage of Fund assets allocated to each underlying fund). If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. For the years ended February 28, 2006 and February 28, 2005, the Fund received $23,654 and $2,103,988 in purchase premiums and $85,759 and $36,242 in redemption fees, respectively. There is no premium for reinvested distributions or in-kind transactions.

Investment risks

The Fund is subject to the investment risks associated with an investment in the underlying fund(s), some of which may invest in foreign securities. There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets. Additionally, the investment risks associated with an investment in the underlying fund(s) may be more pronounced to the extent that the underlying fund(s) engage in derivative transactions.

3.  Fees and other transactions with affiliates

The Manager determines the allocation of the assets of the Fund among designated underlying fund(s). The Manager does not directly charge a management or shareholder service fee, but receives management and shareholder service fees from the underlying fund(s) in which the Fund invests.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund for its total annual direct operating expenses (excluding fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses

11



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

(including taxes), securities lending fees and expenses, interest expense, transfer taxes and expenses indirectly incurred by investments in the underlying fund(s)).

The Fund incurs fees and expenses indirectly as a shareholder in the underlying fund(s). For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect
Interest
Expense
  Total
Indirect
Expenses
 
  0.527 %     0.121 %     0.064 %     0.712 %  

 

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $12,713 and $7,072, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $615,167,407 and $530,108,273, respectively. Cost of purchases and proceeds from sale of securities for in-kind transactions for the year ended February 28, 2006 were $29,618,095 and $29,618,095, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholder and related parties

As of February 28, 2006, 13.7% of the outstanding shares of the Fund were held by one shareholder. Investment activities of this shareholder may have a material effect on the Fund.

12



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, 1.8% of the Fund's shares were held by eighteen related parties comprised of certain GMO employee accounts, and 97.4% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     302,694     $ 8,228,184       27,019,490     $ 652,106,084    
Shares issued to shareholders
in reinvestment of distributions
    4,145,312       110,385,444       2,333,898       59,349,385    
Shares repurchased     (1,246,919 )     (34,283,890 )     (895,813 )     (22,273,177 )  
Purchase premiums and
redemption fees
          109,413             2,140,230    
Net increase (decrease)     3,201,087     $ 84,439,151       28,457,575     $ 691,322,522    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of these issuers during the year ended February 28, 2006 is set forth below:

Affiliate   Value,
beginning
of period
  Purchases   Sales
Proceeds
  Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Alpha Only
Fund, Class III
  $     $ 300,234,063     $ 83,919     $ 9,168,499     $     $ 298,647,908    
GMO Alternative Asset
Opportunity Fund,
Class III
          60,000,000       29,054                   63,883,855    
GMO Core Plus Bond
Fund, Class III
          41,631,907       41,751,819       31,908                
GMO Core Plus Bond
Fund, Class IV
          42,841,070       78,491       1,369,251             42,247,589    
GMO Currency Hedged
International Bond
Fund, Class III
    269,724,169       32,518,117       105,934,385       21,916,831       2,541,940       187,264,495    

 

13



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Affiliate   Value,
beginning
of period
  Purchases   Sales
Proceeds
  Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Currency Hedged
International Equity
Fund, Class III
  $ 85,231,973     $ 18,013,706     $ 32,032,239     $ 5,539,490     $ 8,459,216     $ 77,687,695    
GMO Emerging Country
Debt Fund, Class IV
    92,884,914       3,883,686       73,278,618       2,464,782       1,418,903       24,640,997    
GMO Emerging Markets
Fund, Class VI
    259,580,754       44,519,969       50,922,103       6,239,156       38,280,814       305,265,395    
GMO Inflation Indexed
Bond Fund, Class III
    224,758,112       10,000,563       179,825,347       3,760,262       1,697,301       53,126,931    
GMO International
Growth Equity
Fund, Class III
          32,530,552       12,813       37,117       875,341       33,771,273    
GMO International
Growth Fund,
Class III
    16,000,551       11,938,255       29,618,095       62,677       471,087          
GMO International
Intrinsic Value
Fund, Class IV
    16,247,098       15,008,318       20,936       364,520       1,367,846       34,736,907    
GMO International
Small Companies
Fund, Class III
    103,740,259       13,862,642       87,578,259       741,902       13,120,740       23,900,156    
GMO U.S. Quality
Equity Fund,
Class IV
          59,254,471       12,109       275,471             62,486,196    
                                                   
Totals   $ 1,068,167,830     $ 686,237,319     $ 601,178,187     $ 51,971,866     $ 68,233,188     $ 1,207,659,397    

 

14




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Benchmark-Free Allocation Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Benchmark-Free Allocation Fund (the "Fund") (a series of GMO Trust) at February 28, 2006 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

15



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs including indirect management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.72 %   $ 1,000.00     $ 1,107.90     $ 3.76    
2) Hypothetical     0.72 %   $ 1,000.00     $ 1,021.22     $ 3.61    

 

*  Expenses are calculated using the Class's annualized expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

16



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $52,601,579 from long-term capital gains.

For taxable, non-corporate shareholders, 15.44% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 3.31% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006, $11,503,423 and $3,609,983, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

17



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

18



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation
(a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).
    54     Director of Courier Corporation
(a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.
 

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

19



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

20



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

21




GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.




GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Asset Allocation Team within the Quantitative Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

Since its inception on June 16, 2005, the GMO World Opportunities Equity Allocation Fund returned +15.9% for the fiscal year ended February 28, 2006, as compared to +14.2% for the Fund's benchmark, the MSCI World Index. Consistent with the Fund's investment objectives and policies, during the fiscal year the Fund was fully exposed to global equity and fixed income securities through its investment in underlying GMO mutual funds.

Implementation was negative, detracting approximately 2.9% with most of the underperformance coming from the GMO U.S. Core Equity, GMO International Intrinsic Value, and GMO International Growth Equity Funds, which underperformed their respective benchmarks.

Asset allocation added nearly 4.6%. The Fund's underweight to U.S. equities and overweight to international equities, particularly emerging market equities, were the drivers of the outperformance.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Each performance figure assumes a purchase at the beginning and a redemption at the end of the stated period and reflects a transaction fee of .04% on the purchase and .04% on the redemption. Transaction fees are retained by the Fund to cover trading costs. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     94.4 %  
Short-Term Investment(s)     8.0    
Preferred Stocks     0.9    
Debt Obligation(s)     0.1    
Futures     0.1    
Convertible Securities     0.0    
Investment Funds     0.0    
Mutual Funds     0.0    
Private Equity Securities     0.0    
Rights and Warrants     0.0    
Swaps     0.0    
Forward Currency Contracts     (0.1 )  
Other     (3.4 )  
      100.0 %  
Country Summary**   % of Investments  
United States     31.4 %  
Japan     16.5    
United Kingdom     13.1    
France     5.3    
Netherlands     3.7    
Germany     3.5    
Canada     2.5    
Italy     2.4    
Switzerland     2.2    
Australia     2.1    
Finland     1.9    
South Korea     1.6    
Spain     1.4    
Taiwan     1.2    
Belgium     1.1    
Brazil     0.9    
Norway     0.9    
South Africa     0.9    
Hong Kong     0.8    
China     0.7    
Sweden     0.7    
Austria     0.6    

 

1



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Country Summary**   % of Investments  
India     0.6 %  
Russia     0.6    
Ireland     0.6    
Mexico     0.5    
Singapore     0.5    
Denmark     0.4    
Israel     0.3    
Malaysia     0.3    
Thailand     0.2    
Argentina     0.1    
Chile     0.1    
Greece     0.1    
Indonesia     0.1    
Poland     0.1    
Turkey     0.1    
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

**  The table above incorporates aggregate indirect country exposure associated with investments in underlying fund(s). The table excludes short-term investment(s) and any investment in underlying fund(s) that is less than 3% of invested assets.

2




GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    MUTUAL FUNDS — 100.0%  
    Affiliated Issuer(s) — 100.0%  
  158,126     GMO Alpha Only Fund, Class III     1,638,184    
  3,813,164     GMO Currency Hedged International Equity Fund, Class III     34,585,400    
  3,228,906     GMO Emerging Markets Quality Fund, Class VI     33,548,336    
  3,429,157     GMO International Growth Equity Fund, Class III     102,531,806    
  3,146,989     GMO International Intrinsic Value Fund, Class IV     102,528,906    
  45,523     GMO International Small Companies Fund, Class III     679,653    
  6,736,026     GMO U.S. Core Equity Fund, Class VI     97,470,295    
  1,645,560     GMO U.S. Quality Equity Fund, Class IV     34,260,556    
    TOTAL MUTUAL FUNDS (COST $390,728,383)     407,243,136    
    SHORT-TERM INVESTMENT(S) — 0.0%  
  20,155     Citigroup Cash Reserve Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $20,157 and an effective yield of
3.01%, collateralized by a U.S.Treasury Bond with a rate of 4.50%,
maturity date of 02/15/36 and a market value, including accrued interest,
of $20,558.
    20,155    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $20,155)     20,155    
    TOTAL INVESTMENTS — 100.0%
(Cost $390,748,538)
    407,263,291    
        Other Assets and Liabilities (net) — 0.0%     (33,184 )  
    TOTAL NET ASSETS — 100.0%   $ 407,230,107    

 

Notes to Schedule of Investments:

As of February 28, 2006, 59.1% of the Net Assets of the Fund, through investments in the underlying fund(s), was valued using fair value prices based on tools by a third party vendor (Note 2).

See accompanying notes to the financial statements.

3




GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value (cost $20,155) (Note 2)   $ 20,155    
Investments in affiliated issuers, at value (cost $390,728,383) (Notes 2 and 8)     407,243,136    
Receivable for Fund shares sold     57,804,000    
Interest receivable     10    
Receivable for expenses reimbursed by Manager (Note 3)     16,604    
Total assets     465,083,905    
Liabilities:  
Payable for investments purchased     57,804,000    
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer fees     554    
Accrued expenses     49,244    
Total liabilities     57,853,798    
Net assets   $ 407,230,107    
Net assets consist of:  
Paid-in capital   $ 387,441,964    
Accumulated undistributed net investment income     22,190    
Accumulated net realized gain     3,251,200    
Net unrealized appreciation     16,514,753    
    $ 407,230,107    
Net assets attributable to:  
Class III shares   $ 407,230,107    
Shares outstanding:  
Class III     18,108,635    
Net asset value per share:  
Class III   $ 22.49    

 

See accompanying notes to the financial statements.

4



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Statement of Operations — Period from June 16, 2005 (commencement of
operations) through February 28, 2006

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 2,765,039    
Interest     18,290    
Total investment income     2,783,329    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     12,496    
Audit and tax fees     20,108    
Legal fees     3,816    
Trustees fees and related expenses (Note 3)     3,063    
Registration fees     28,633    
Miscellaneous     3,030    
Total expenses     71,146    
Fees and expenses reimbursed by Manager (Note 3)     (66,959 )  
Net expenses     4,187    
Net investment income (loss)     2,779,142    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     9,997    
Realized gains distributions from affiliated issuers (Note 8)     6,155,978    
Net realized gain (loss)     6,165,975    
Change in net unrealized appreciation (depreciation) on investments     16,514,753    
Net realized and unrealized gain (loss)     22,680,728    
Net increase (decrease) in net assets resulting from operations   $ 25,459,870    

 

See accompanying notes to the financial statements.

5



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Period from June 16, 2005
(commencement of operations)
through February 28, 2006
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 2,779,142    
Net realized gain (loss)     6,165,975    
Change in net unrealized appreciation (depreciation)     16,514,753    
Net increase (decrease) in net assets from operations     25,459,870    
Distributions to shareholders from:  
Net investment income  
Class III     (3,995,989 )  
Net realized gains  
Class III     (1,675,738 )  
      (5,671,727 )  
Net share transactions (Note 7):  
Class III     387,323,355    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     118,609    
Total increase (decrease) in net assets resulting from net share transactions and net
purchase premiums and redemption fees
    387,441,964    
Total increase (decrease) in net assets     407,230,107    
Net assets:  
Beginning of period        
End of period (including accumulated undistributed net investment
income of $22,190)
  $ 407,230,107    

 

See accompanying notes to the financial statements.

6




GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout the period)

    Period from
June 16, 2005
(commencement of
operations) through
February 28, 2006
 
Net asset value, beginning of period   $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)(a)      0.37    
Net realized and unrealized gain (loss)     2.78    
Total from investment operations     3.15    
Less distributions to shareholders:  
From net investment income     (0.46 )  
From net realized gains     (0.20 )  
Total distributions     (0.66 )  
Net asset value, end of period   $ 22.49    
Total Return(b)      15.90 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 407,230    
Net expenses to average daily net assets(c)      0.00 %*(d)   
Net investment income to average daily net assets     2.42 %*   
Portfolio turnover rate     5 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.06 %*   
Purchase premiums and redemption fees consisted of the following per share amounts:†   $ 0.02    

 

(a)  Net investment income is affected by the timing of the declaration of dividends by the underlying fund(s) in which the Fund invests.

(b)  The total return would have been lower had certain expenses not been reimbursed and/or waived during the period shown. Calculation excludes purchase premiums and redemption fees which are borne by the shareholders.

(c)  Net expenses exclude expenses incurred indirectly through investment in underlying fund(s) (See Note 3).

(d)  Net expenses to average daily net assets were less than 0.01%.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

7




GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO World Opportunities Equity Allocation Fund (the "Fund"), which commenced operations on June 16, 2005, is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund operates as a "fund-of-funds" and makes investments in other funds of the Trust ("underlying fund(s)"). The Fund seeks total return greater than the return of the MSCI World Index, the Fund's benchmark. The MSCI World Index is a global developed markets equity index that is independently maintained and published by Morgan Stanley Capital International.

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect) or by visiting GMO's website at www.gmo.com.

2.  Significant accounting policies

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

Portfolio valuation

Shares of underlying fund(s) are valued at their net asset value. Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available, or whose values the Manager has determined to be unreliable, are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close, but before the close of the NYSE. As a

8



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

result, foreign equity securities held by the underlying fund(s) are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. See the Schedule of Investments for open repurchase agreements entered into by the Fund as of February 28, 2006.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulation, which may differ from U.S. GAAP. During the period ended February 28, 2006, the tax basis of distributions paid were as follows: ordinary income – $4,442,853 and long-term capital gains – $1,228,874.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $22,190 and $3,251,200 of undistributed ordinary income and undistributed long-term capital gains, respectively.

9



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 390,748,538     $ 16,592,767     $ (78,014 )   $ 16,514,753    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to differing treatment of mutual fund distributions received. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 1,239,037     $ (1,239,037 )   $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from underlying fund(s) are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying fund(s). Because the underlying fund(s) have varied expense and fee levels and the Fund may own different proportions of underlying fund(s) at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

Purchases and redemptions of Fund shares

As of the date of this report, the premium on cash purchases and fee on redemptions of Fund shares were each 0.04% of the amount invested or redeemed. The Fund's purchase premium and redemption fee are approximately equal to the weighted average of the purchase premiums and redemption fees, if any, of the

10



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

underlying fund(s) in which the Fund was invested. The level of purchase premium and redemption fee for the Fund may be adjusted to account for changes in the Fund's investments (i.e., changes in the percentage of Fund assets allocated to each underlying fund). If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. For the period ended February 28, 2006, the Fund received $118,609 in purchase premiums and $0 in redemption fees, respectively. There is no premium for reinvested distributions or in-kind transactions.

Investment risks

The Fund is subject to the investment risks associated with an investment in the underlying fund(s), some of which may invest in foreign securities. There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets. Additionally, the investment risks associated with an investment in the underlying fund(s) may be more pronounced to the extent that the underlying fund(s) engage in derivative transactions.

3.  Fees and other transactions with affiliates

The Manager determines the allocation of the assets of the Fund among designated underlying fund(s). The Manager does not directly charge a management fee or shareholder service fee, but receives management and shareholder service fees from the underlying fund(s) in which the Fund invests.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund for its total annual direct operating expenses (excluding fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense, transfer taxes, and expenses indirectly incurred by investments in the underlying fund(s).

11



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

The Fund incurs fees and expenses indirectly as a shareholder in the underlying fund(s). For the period ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees)
  Indirect
Shareholder Service
Fees
  Total Indirect
Expenses
 
  0.473 %     0.102 %     0.575 %  

 

    

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the period ended February 28, 2006, was $1,093 and $1,124, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $399,318,627 and $8,600,242, respectively. Cost of purchases and proceeds from sale of securities for in-kind transactions for the period ended February 28, 2006 were $82,121,832 and $82,121,832, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders

As of February 28, 2006, 76.3% of the outstanding shares of the Fund were held by four shareholders, each holding in excess of 10% of the Fund's outstanding shares. Investment activities of these shareholders may have a material effect on the Fund.

12



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Period from June 16, 2005
(commencement of operations)
through February 28, 2006
 
Class III:   Shares   Amount  
Shares sold     17,845,201     $ 381,651,629    
Shares issued to shareholders
in reinvestment of distributions
    263,434       5,671,726    
Purchase premiums and
redemption fees
          118,609    
Net increase (decrease)     18,108,635     $ 387,441,964    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 28, 2006 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Alpha Only
Fund, Class III
  $     $ 1,654,388     $     $ 56,462     $     $ 1,638,184    
GMO Currency Hedged
International Equity
Fund, Class III
          33,978,671             1,419,068       1,265,569       34,585,400    
GMO Emerging Markets
Quality Fund, Class VI
          30,284,384             175,464       35,011       33,548,336    
GMO International Growth
Equity Fund, Class III
          103,630,959       3,250,000       57,751       1,361,963       102,531,806    
GMO International Growth
Fund, Class III
          41,081,013       43,426,672       23,023       173,043          
GMO International Intrinsic
Value Fund, Class IV
          99,689,532       3,500,000       497,727       1,658,058       102,528,906    
GMO International
Small Companies
Fund, Class III
          741,461             14,472       191,470       679,653    

 

13



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Real Estate
Fund, Class III
  $     $ 2,277,886     $ 1,849,242     $ 40,921     $ 550,262     $    
GMO U.S. Core Equity
Fund, Class VI
          96,869,953             319,618       910,827       97,470,295    
GMO U.S. Core
Fund, Class VI
          38,080,888       38,696,160       58,950                
GMO U.S. Quality Equity
Fund, Class IV
          33,151,324             101,583       9,775       34,260,556    
Totals   $     $ 481,440,459     $ 90,722,074     $ 2,765,039     $ 6,155,978     $ 407,243,136    

 

14




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO World Opportunities Equity Allocation Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO World Opportunities Equity Allocation Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the period June 16, 2005 (commencement of operations) to February 28, 2006, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

15



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs including indirect management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.58 %   $ 1,000.00     $ 1,074.60     $ 2.98    
2) Hypothetical     0.58 %   $ 1,000.00     $ 1,021.92     $ 2.91    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

16



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $1,228,874 from long-term capital gains.

For taxable, non-corporate shareholders, 47.02% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 10.64% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006, $1,140,455 and $446,863, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

17



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000.
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary,
Provant, Inc.; Author of Legal Treatises.
    54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

18



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA
02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA
02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation
(a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.
 

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

19



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

20



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

21




GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.




GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Asset Allocation Team within the Quantitative Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

Since its inception on May 31, 2005, the GMO Strategic Balanced Allocation Fund returned +14.4% for the fiscal year ended February 28, 2006, as compared to +12.1% for the Fund's benchmark, the GMO Strategic Balanced Index (75% MSCI World Index / 25% Lehman Brothers U.S. Aggregate Index) for the same period. Consistent with the Fund's investment objectives and policies, during the fiscal year the Fund was exposed to global equity and fixed income securities through its investment in underlying GMO mutual funds.

Implementation was negative, detracting 1.4%. The primary drivers of the underperformance were negative relative returns from the GMO U.S. Core Equity, GMO U.S. Quality Equity, GMO International Intrinsic Value, and GMO International Growth Equity Funds.

Asset allocation added 3.7%. The Fund's underweight to U.S. equities and overweight to international equities, particularly emerging market equities, were the drivers of the outperformance.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Each performance figure assumes a purchase at the beginning and a redemption at the end of the stated period and reflects a transaction fee of .06% on the purchase and .06% on the redemption. Transaction fees are retained by the Fund to cover trading costs. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.

*  The GMO Strategic Balanced Index is a composite benchmark computed by GMO and comprised 75% MSCI World Index and 25% Lehman Brothers U.S. Aggregate Index.



GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     69.1 %  
Debt Obligation(s)     26.5    
Short-Term Investment(s)     5.9    
Preferred Stocks     1.0    
Mutual Funds     0.2    
Call Options Purchased     0.1    
Loan Assignments     0.1    
Loan Participations     0.1    
Futures     0.0    
Promissory Notes     0.0    
Put Options Purchased     0.0    
Rights and Warrants     0.0    
Swaps     0.0    
Written Options     0.0    
Forward Currency Contracts     0.0    
Reverse Repurchase Agreements     (0.6 )  
Other     (2.4 )  
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

1



GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Country/Region Summary**   % of Investments  
United States     35.0 %  
Euro Region***     20.4    
Japan     15.9    
United Kingdom     7.0    
Canada     5.4    
Sweden     4.4    
South Korea     2.0    
Taiwan     1.5    
Brazil     1.1    
South Africa     1.1    
China     0.8    
Russia     0.8    
India     0.7    
Norway     0.7    
Hong Kong     0.6    
Mexico     0.6    
Austria     0.5    
Denmark     0.4    
Singapore     0.4    
Israel     0.3    
Malaysia     0.3    
Chile     0.2    
Poland     0.2    
Switzerland     0.2    
Thailand     0.2    
Argentina     0.1    
Indonesia     0.1    
Turkey     0.1    
Australia     (1.0 )  
      100.0 %  

 

**  The table above incorporates aggregate indirect country exposure associated with investments in underlying fund(s). The table excludes short-term investment(s) and any investment in underlying fund(s) that is less than 3% of invested assets. The table includes values of derivative contracts.

***  The "Euro Region" is comprised of Belgium, Finland, France, Germany, Ireland, Italy, the Netherlands and Spain.

2




GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    MUTUAL FUNDS — 100.0%  
    Affiliated Issuer(s) — 100.0%  
  5,601,677     GMO Core Plus Bond Fund, Class IV     57,865,320    
  1,020,921     GMO Currency Hedged International Bond Fund, Class III     9,229,127    
  110,865     GMO Currency Hedged International Equity Fund, Class III     1,005,543    
  751,752     GMO Domestic Bond Fund, Class VI     7,382,206    
  95,982     GMO Emerging Country Debt Fund, Class IV     1,084,598    
  3,258,673     GMO Emerging Markets Quality Fund, Class VI     33,857,607    
  923,895     GMO Inflation Indexed Bond Fund, Class III     10,255,231    
  1,242,468     GMO International Bond Fund, Class III     11,890,420    
  2,800,500     GMO International Growth Equity Fund, Class III     83,734,942    
  2,556,557     GMO International Intrinsic Value Fund, Class IV     83,292,632    
  79,541     GMO International Small Companies Fund, Class III     1,187,543    
  2,386,884     GMO U.S. Core Equity Fund, Class VI     34,538,207    
  1,501,328     GMO U.S. Quality Equity Fund, Class IV     31,257,649    
    TOTAL MUTUAL FUNDS (COST $353,328,349)     366,581,025    
    SHORT-TERM INVESTMENT(S) — 0.0%  
  60,549     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $60,554 and an effective yield of 3.01%,
collateralized by a U.S. Treasury Bond with a rate of 4.50%, maturity date
of 02/15/36 and a market value, including accrued interest, of $61,760.
    60,549    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $60,549)     60,549    
    TOTAL INVESTMENTS — 100.0%
(Cost $353,388,898)
    366,641,574    
        Other Assets and Liabilities (net) — 0.0%     (19,245 )  
    TOTAL NET ASSETS — 100.0%   $ 366,622,329    

 

As of February 28, 2006, 48.0% of the Net Assets of the Fund, through investments in the underlying fund(s), was valued using fair value prices based on tools by a third party vendor (Note 2).

See accompanying notes to the financial statements.

3




GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value (cost $60,549) (Note 2)   $ 60,549    
Investments in affiliated issuers, at value (cost $353,328,349) (Notes 2 and 8)     366,581,025    
Receivable for Fund shares sold     25,192,440    
Receivable for expenses reimbursed by Manager (Note 3)     26,796    
Miscellaneous receivable     7,565    
Total assets     391,868,375    
Liabilities:  
Payable for investments purchased     12,510,000    
Payable for Fund shares repurchased     12,668,475    
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer fees     1,011    
Accrued expenses     66,560    
Total liabilities     25,246,046    
Net assets   $ 366,622,329    
Net assets consist of:  
Paid-in capital   $ 348,768,164    
Accumulated undistributed net investment income     41,901    
Accumulated net realized gain     4,559,588    
Net unrealized appreciation     13,252,676    
    $ 366,622,329    
Net assets attributable to:  
Class III shares   $ 366,622,329    
Shares outstanding:  
Class III     16,386,112    
Net asset value per share:  
Class III   $ 22.37    

 

See accompanying notes to the financial statements.

4



GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)

Statement of Operations — Period from May 31, 2005
(commencement of operations) through February 28, 2006

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 4,702,121    
Interest     34,820    
Total investment income     4,736,941    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     24,804    
Audit and tax fees     20,112    
Legal fees     6,062    
Trustees fees and related expenses (Note 3)     4,400    
Registration fees     40,384    
Miscellaneous     4,814    
Total expenses     100,576    
Fees and expenses reimbursed by Manager (Note 3)     (94,382 )  
Net expenses     6,194    
Net investment income (loss)     4,730,747    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     (999,088 )  
Realized gains distributions from affiliated issuers (Note 8)     6,786,824    
Net realized gain (loss)     5,787,736    
Change in net unrealized appreciation (depreciation) on investments     13,252,676    
Net realized and unrealized gain (loss)     19,040,412    
Net increase (decrease) in net assets resulting from operations   $ 23,771,159    

 

See accompanying notes to the financial statements.

5



GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Period from May 31, 2005
(commencement of operations)
through February 28, 2006
 
Increase (decrease) in net assets:  
Operations:          
Net investment income (loss)   $ 4,730,747    
Net realized gain (loss)     5,787,736    
Change in net unrealized appreciation (depreciation)     13,252,676    
Net increase (decrease) in net assets from operations     23,771,159    
Distributions to shareholders from:          
Net investment income          
Class III     (6,503,776 )  
Net realized gains          
Class III     (316,251 )  
      (6,820,027 )  
Net share transactions (Note 7):          
Class III     349,524,197    
Purchase premiums and redemption fees (Notes 2 and 7):          
Class III     147,000    
Total increase (decrease) in net assets resulting from net share transactions
and net purchase premiums and redemption fees
    349,671,197    
Total increase (decrease) in net assets     366,622,329    
Net assets:  
Beginning of period        
End of period (including accumulated undistributed net investment
income of $41,901)
  $ 366,622,329    

 

See accompanying notes to the financial statements.

6




GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout the period)

    Period from
May 31, 2005
(commencement of
operations) through
February 28, 2006
 
Net asset value, beginning of period   $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.52    
Net realized and unrealized gain (loss)     2.34    
Total from investment operations     2.86    
Less distributions to shareholders:  
From net investment income     (0.47 )  
From net realized gains     (0.02 )  
Total distributions     (0.49 )  
Net asset value, end of period   $ 22.37    
Total Return(b)      14.42 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 366,622    
Net expenses to average daily net assets(c)(d)      0.00 %*   
Net investment income to average daily net assets(a)      3.22 %*   
Portfolio turnover rate     10 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.06 %*   
Purchase premiums and redemption fees consisted of the following per share amounts:    $ 0.02    

 

(a)  Net investment income is affected by the timing of the declaration of dividends by the underlying fund(s) in which the Fund invests.

(b)  The total return would have been lower had certain expenses not been reimbursed and/or waived during the period shown. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(c)  Net expenses exclude expenses incurred indirectly through investments in underlying fund(s) (See Note 3).

(d)  Net expenses to average daily net assets were less than 0.01%.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

7




GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Strategic Balanced Allocation Fund (the "Fund"), which commenced operations on May 31, 2005, is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund operates as a "fund-of-funds" and makes investments in other funds of the Trust ("underlying fund(s)"). The Fund seeks total return greater than the return of the GMO Strategic Balanced Index through investments to varying extent in the underlying fund(s). The GMO Strategic Balanced Index is a composite benchmark computed by GMO consisting of (i) the MSCI World Index (a global developed markets equity index that is independently maintained and published by Morgan Stanley Capital International) and (ii) the Lehman Brothers U.S. Aggregate Bond Index (an independently maintained and published index comprised of U.S. fixed rate debt issues having a maturity of at least one year and rated investment grade or higher by Moody's Investors Service, Standard & Poor's or Fitch IBCA, Inc.) in the following proportions: 75% (MSCI World), and 25% (Lehman Brothers). The GMO Strategic Balanced Index reflects investment of all applicable dividends, capital gains, and interest. The Fund pursues its objective by investing in the least expensive class of the underlying fund(s) that is currently operational.

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect) or by visiting GMO's website at www.gmo.com.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares

8



GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

of underlying fund(s) are valued at their net asset value. For other assets, and in cases where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's investments will be valued at "fair value", as determined in good faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close but before the close of the NYSE. As a result, foreign equity securities held by the underlying fund(s) are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

Certain investments in securities held by the Fund or underlying fund(s) are valued on the basis of a price provided by a principal market maker. The prices provided by the principal market makers may differ from the value that would be realized if the securities were sold and the differences could be material to the Fund or the underlying fund(s). As of February 28, 2006, the total value of these securities represented 7.3% of net assets.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. See the Schedule of Investments for open repurchase agreements entered into by the Fund as of February 28, 2006.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

9



GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the period ended February 28, 2006, the tax basis of distributions paid were as follows: ordinary income – $6,503,776 and long-term capital gains – $316,251.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $199,042 and $4,537,652 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to losses on wash sale transactions.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 347,911,937     $ 26,922,313     $ (8,192,676 )   $ 18,729,637    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to differing treatment of mutual fund distributions received. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net Realized Gain
  Paid-in Capital  
$ 1,814,930     $ (911,897 )   $ (903,033 )  

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from underlying fund(s) are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature

10



GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying fund(s). Because the underlying fund(s) have varied expense and fee levels and the Fund may own different proportions of underlying fund(s) at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

Purchases and redemptions of Fund shares

As of the date of this report, the premiums on cash purchases and fee on redemptions of Fund shares were each 0.06% of the amount invested or redeemed. The Fund's purchase premium and redemption fee are approximately equal to the weighted average of the purchase premiums and redemption fees, if any, of the underlying fund(s) in which the Fund was invested. The level of purchase premium and redemption fee in an amount approximately equal to the fee for the Fund may be adjusted to account for changes in the Fund's investments (i.e., changes in the percentage of Fund assets allocated to each underlying fund). If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. For the period ended February 28, 2006, the Fund received $143,850 in purchase premiums and $3,150 in redemption fees, respectively. There is no premium for reinvested distributions or in-kind transactions.

Investment risks

The Fund is subject to the investment risks associated with an investment in the underlying fund(s), some of which may invest in foreign securities. There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets. Additionally, the investment risks associated with an investment in the underlying fund(s) may be more pronounced to the extent that the underlying fund(s) engage in derivative transactions.

3.  Fees and other transactions with affiliates

The Manager determines the allocation of the assets of the Fund among designated underlying fund(s). The Manager does not directly charge a management fee or shareholder service fee, but receives management and shareholder service fees from the underlying fund(s) in which the Fund invests.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund for its total annual direct operating expenses (excluding fees and expenses of the Chief Compliance Officer

11



GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense, transfer taxes, and expenses indirectly incurred by investments in the underlying fund(s)).

The Fund incurs fees and expenses indirectly as a shareholder in the underlying fund(s). For the period ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and
interest expense)
  Indirect
Shareholder Service
Fees
  Indirect
Interest
Expense
  Total Indirect
Expenses
 
  0.417 %     0.105 %     0.012 %     0.534 %  

 

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the period ended February 28, 2006 was $1,419 and $1,794, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the period ended February 28, 2006 aggregated $355,288,121 and $19,392,340, respectively. Cost of purchases and proceeds from sale of securities for in-kind transactions for the year ended February 28, 2006 were $57,002,682 and $57,002,682, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders

As of February 28, 2006, 54.6% of the outstanding shares of the Fund was held by three shareholders, each holding in excess of 10% of the Fund's shares outstanding. Investment activities of these shareholders may have a material effect on the Fund.

12



GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

As of February 28, 2006, 100% of the Fund's shares was held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Period from May 31, 2005
(commencement of operations)
through February 28, 2006
 
Class III:   Shares   Amount  
Shares sold     17,293,712     $ 369,830,731    
Shares issued to shareholders
in reinvestment of distributions
    295,550       6,375,003    
Shares repurchased     (1,203,150 )     (26,681,537 )  
Purchase premiums and
redemption fees
          147,000    
Net increase (decrease)     16,386,112     $ 349,671,197    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of these affiliated issuers during the period ended February 28, 2006 is set forth below:



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Core Plus Bond
Fund, Class III
  $     $ 7,564,725     $ 7,491,746     $ 5,725     $     $    
GMO Core Plus Bond
Fund, Class IV
          58,775,016             1,578,884             57,865,320    
GMO Currency Hedged
International Bond
Fund, Class III
          13,633,071       3,450,000       958,919       122,292       9,229,127    
GMO Currency Hedged
International Equity
Fund, Class III
          1,000,000                         1,005,543    
GMO Domestic Bond
Fund, Class III
          2,803,279       2,773,691             12,279          

 

13



GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Domestic Bond
Fund, Class VI
  $     $ 8,037,621     $ 530,000     $ 161,669     $     $ 7,382,206    
GMO Emerging Country
Debt Fund, Class IV
          1,728,417       600,995       125,049       48,824       1,084,598    
GMO Emerging Markets
Quality Fund, Class VI
          30,099,761       1,700,000       331,537       69,595       33,857,607    
GMO Inflation Indexed
Bond Fund, Class III
          10,381,862             109,426       16,137       10,255,231    
GMO International Bond
Fund, Class III
          12,750,132       300,000       127,584       2,461       11,890,420    
GMO International Growth
Equity, Class III
          84,133,700       3,040,000       80,160       1,890,429       83,734,942    
GMO International Growth
Fund, Class III
          39,007,992       40,268,111       29,564       222,206          
GMO International Intrinsic
Value Fund, Class IV
          81,004,331       3,040,000       687,383       2,280,525       83,292,632    
GMO International Small
Companies Fund,
Class III
          2,299,818       900,000       40,310       486,765       1,187,543    
GMO Real Estate Fund,
Class III
          4,548,420       3,647,345       81,025       1,044,368          
GMO U.S. Core Equity
Fund, Class VI
          35,477,189       1,204,000       200,405       582,211       34,538,207    
GMO U.S. Core Fund,
Class VI
          16,642,629       16,734,572       23,875                
GMO U.S. Quality Equity
Fund, Class IV
          30,869,933       750,000       160,606       8,732       31,257,649    
Totals   $     $ 440,757,896     $ 86,430,460     $ 4,702,121     $ 6,786,824     $ 366,581,025    

 

9.  Subsequent event

As of April 1, 2006, the Fund changed its name to GMO Strategic Opportunities Allocation Fund.

14




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Strategic Balanced Allocation Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Strategic Balanced Allocation Fund (the "Fund") (a series of GMO Trust) at February 28, 2006 and the results of its operations, the changes in its net assets and the financial highlights for the period from May 31, 2005 (commencement of operations) to February 28, 2006, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at February 28, 2006 by correspondence with the custodian, provides a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

15



GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs including indirect management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.54 %   $ 1,000.00     $ 1,086.60     $ 2.79    
2) Hypothetical     0.54 %   $ 1,000.00     $ 1,022.12     $ 2.71    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

16



GMO Strategic Balanced Allocation Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $316,251 from long-term capital gains.

For taxable, non-corporate shareholders, 34.17% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 5.84% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 28, 2006 $2,322,498 or if determined to be different, the qualified interest income of such year.

17



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq.
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

18



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

19



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

20



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

21




GMO Alpha Only Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Alpha Only Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Asset Allocation Team within the Quantitative Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Alpha Only Fund returned +4.6% for the fiscal year ended February 28, 2006, as compared to +3.3% for the Citigroup 3-Month Treasury Bill Index. Consistent with the Fund's investment objectives and policies, during the fiscal year the Fund was exposed to global equity securities through its investment in underlying GMO mutual funds.

Implementation was negative, as the underlying GMO mutual funds underperformed their respective benchmarks by 2.0%.

Asset allocation added approximately 3.3%. The portfolio's allocation to international and emerging equities drove the outperformance.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Each performance figure assumes a purchase at the beginning and a redemption at the end of the stated period and reflects a transaction fee of .09% on the purchase and .09% on the redemption. Transaction fees are retained by the Fund to cover trading costs. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Alpha Only Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     84.4 %  
Short-Term Investment(s)     15.6    
Preferred Stocks     2.1    
Debt Obligation(s)     0.2    
Private Equity Securities     0.1    
Convertible Securities     0.0    
Investment Funds     0.0    
Rights and Warrants     0.0    
Swaps     0.0    
Forward Currency Contracts     (0.4 )  
Futures     (2.3 )  
Other     0.3    
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying fund(s)").

1



GMO Alpha Only Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Country Summary**   % of Investments  
United States     38.9 %  
Japan     13.5    
United Kingdom     10.7    
France     4.3    
South Korea     3.1    
Netherlands     3.0    
Germany     2.9    
Brazil     2.4    
Taiwan     2.3    
Canada     2.1    
Italy     2.0    
Switzerland     1.8    
Australia     1.7    
Finland     1.6    
Spain     1.1    
Belgium     0.9    
China     0.9    
Mexico     0.8    
South Africa     0.8    
Norway     0.7    
Hong Kong     0.6    
Sweden     0.6    
Austria     0.5    
Denmark     0.4    
Ireland     0.4    
Russia     0.4    
Singapore     0.4    
India     0.3    
Israel     0.2    
Malaysia     0.2    
Thailand     0.2    
Philippines     0.1    
Poland     0.1    
Turkey     0.1    
      100.0 %  

 

**  The table above incorporates aggregate indirect country exposure associated with investments in underlying fund(s). The table excludes short-term investment(s) and any investment in underlying fund(s) that is less than 3% of invested assets.

2




GMO Alpha Only Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    MUTUAL FUNDS — 90.8%  
    United States — 90.8%  
    Affiliated Issuer(s)  
  7,100,412     GMO Emerging Markets Fund, Class III     159,688,267    
  10,679,589     GMO International Growth Equity Fund, Class III     319,319,726    
  9,799,353     GMO International Intrinsic Value Fund, Class III     319,360,923    
  23,621,033     GMO U.S. Core Equity Fund, Class III     342,268,774    
  8,893,996     GMO U.S. Quality Equity Fund, Class III     185,084,052    
      1,325,721,742    
    TOTAL MUTUAL FUNDS (COST $1,249,170,502)     1,325,721,742    
    COMMON STOCKS — 0.0%  
    Italy — 0.0%  
  12,500     Grassetto SPA * (a) (b)      149    
    TOTAL COMMON STOCKS (COST $7,040)     149    
    SHORT-TERM INVESTMENT(S) — 8.8%  
  70,600,000     Rabobank Time Deposit, 4.53%, due 03/01/06     70,600,000    
  58,685,000     U.S. Treasury Bill, 4.64%, due 08/24/06 (c) (d)      57,394,634    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $127,988,192)     127,994,634    
    TOTAL INVESTMENTS — 99.6%
(Cost $1,377,165,734)
    1,453,716,525    
        Other Assets and Liabilities (net) — 0.4%     6,444,836    
    TOTAL NET ASSETS — 100.0%   $ 1,460,161,361    

 

See accompanying notes to the financial statements.

3



GMO Alpha Only Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Forward currency contracts

Settlement
Date
  Deliver   Units of Currency   Value   Net Unrealized
Appreciation
(Depreciation)
 
Sales                              
5/26/06   AUD     49,306,243     $ 36,546,034     $ (260,677 )  
5/26/06   CHF     63,340,841       48,705,334       41,880    
5/26/06   DKK     28,940,170       4,646,330       (16,473 )  
5/26/06   EUR     190,211,565       227,917,521       (166,913 )  
5/26/06   GBP     97,459,428       171,087,183       (1,521,303 )  
5/26/06   HKD     88,901,412       11,474,728       49    
5/26/06   JPY     20,689,223,359       180,765,976       (3,901,625 )  
5/26/06   NOK     30,377,373       4,526,263       (8,821 )  
5/26/06   NZD     2,128,989       1,401,183       10,937    
5/26/06   SEK     124,877,308       15,884,229       109,012    
5/26/06   SGD     8,164,568       5,047,672       (37,576 )  
    $ (5,751,510 )  

 

Futures contracts

Number of
Contracts
  Type   Expiration Date   Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
  Sales                            
  1,380     CAC 40   March 2006   $ 82,312,478     $ (675,257 )  
  352     DAX   March 2006     60,886,746       (4,521,052 )  
  2,080     FTSE 100   March 2006     210,319,397       (7,375,083 )  
  145     HANG SENG   March 2006     14,802,041       (243,165 )  
  237     IBEX 35   March 2006     33,252,098       (916,276 )  
  1,621     OMXS 30   March 2006     20,363,009       39,913    
  334     Russell 2000   March 2006     122,244,000       (5,598,034 )  
  1,510     S&P 500   March 2006     484,106,000       (2,583,990 )  
  148     S&P/MIB   March 2006     33,268,674       (2,172,562 )  
  512     SPI 200   March 2006     46,797,696       (2,789,491 )  
  1,543     TOPIX   March 2006     221,009,373       (7,273,530 )  
    $ (34,108,527 )  

 

See accompanying notes to the financial statements.

4



GMO Alpha Only Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

As of February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

*  Non-income producing security.

(a)  Bankrupt issuer.

(b)  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees of GMO Trust (Note 2).

(c)  Rate shown represents yield-to-maturity.

(d)  All or a portion of this security has been segregated to cover margin requirements on open financial futures contracts (Note 2).

As of February 28, 2006, 46.6% of the Net Assets of the Fund, through investments in the underlying fund(s), was valued using fair value prices based on tools by a third party vendor (Note 2).

Currency Abbreviations:

AUD - Australian Dollar   JPY - Japanese Yen  
CHF - Swiss Franc   NOK - Norwegian Krone  
DKK - Danish Krone   NZD - New Zealand Dollar  
EUR - Euro   SEK - Swedish Krona  
GBP - British Pound   SGD - Singapore Dollar  
HKD - Hong Kong Dollar      

 

See accompanying notes to the financial statements.

5




GMO Alpha Only Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments in unaffiliated issuers, at value (cost $127,995,232) (Note 2)   $ 127,994,783    
Investments in affiliated issuers, at value (cost $1,249,170,502) (Notes 2 and 8)     1,325,721,742    
Cash     40,001    
Foreign currency, at value (cost $587) (Note 2)     590    
Receivable for Fund shares sold     51,667    
Interest receivable     8,884    
Unrealized appreciation on open forward currency contracts (Note 2)     161,878    
Receivable for variation margin on open futures contracts (Note 2)     12,354,720    
Receivable for expenses reimbursed by Manager (Note 3)     645,633    
Total assets     1,466,979,898    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     539,046    
Shareholder service fee     161,714    
Trustees and Chief Compliance Officer fees     2,205    
Unrealized depreciation on open forward currency contracts (Note 2)     5,913,388    
Accrued expenses     202,184    
Total liabilities     6,818,537    
Net assets   $ 1,460,161,361    
Net assets consist of:  
Paid-in capital   $ 1,467,231,545    
Accumulated undistributed net investment income     12,822,573    
Accumulated net realized loss     (56,583,515 )  
Net unrealized appreciation     36,690,758    
    $ 1,460,161,361    
Net assets attributable to:  
Class III shares   $ 1,460,161,361    
Shares outstanding:  
Class III     140,901,127    
Net asset value per share:  
Class III   $ 10.36    

 

See accompanying notes to the financial statements.

6



GMO Alpha Only Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Interest   $ 3,025,123    
Dividends from affiliated issuers (Note 8)     10,143,791    
Total investment income     13,168,914    
Expenses:  
Management fee (Note 3)     4,061,865    
Shareholder service fee – Class III (Note 3)     1,218,559    
Custodian and fund accounting agent fees     129,166    
Transfer agent fees     28,386    
Audit and tax fees     41,795    
Legal fees     23,406    
Trustees fees and related expenses (Note 3)     14,599    
Registration fees     119,571    
Miscellaneous     20,018    
Total expenses     5,657,365    
Fees and expenses reimbursed by Manager (Note 3)     (224,837 )  
Indirectly incurred fees waived or borne by Manager (Note 3)     (3,514,000 )  
Shareholder service fee waived – Class III (Note 3)     (1,094,422 )  
Net expenses     824,106    
Net investment income (loss)     12,344,808    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     29,073,836    
Realized gains distributions from affiliated issuers (Note 8)     45,815,348    
Closed futures contracts     (108,406,918 )  
Foreign currency, forward contracts and foreign currency related transactions     35,971,604    
Net realized gain (loss)     2,453,870    
Change in net unrealized appreciation (depreciation) on:  
Investments     53,612,136    
Open futures contracts     (31,306,514 )  
Foreign currency, forward contracts and foreign currency related transactions     (4,641,607 )  
Net unrealized gain (loss)     17,664,015    
Net realized and unrealized gain (loss)     20,117,885    
Net increase (decrease) in net assets resulting from operations   $ 32,462,693    

 

See accompanying notes to the financial statements.

7



GMO Alpha Only Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 12,344,808     $ 2,150,898    
Net realized gain (loss)     2,453,870       (8,006,672 )  
Change in net unrealized appreciation (depreciation)     17,664,015       9,821,663    
Net increase (decrease) in net assets from operations     32,462,693       3,965,889    
Distributions to shareholders from:  
Net investment income  
Class III     (44,049,884 )        
Net share transactions (Note 7):  
Class III     1,290,587,348       100,566,657    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     1,673,529       114,581    
Total increase (decrease) in net assets resulting from net share
transactions and net purchase premiums and redemption fees
    1,292,260,877       100,681,238    
Total increase (decrease) in net assets     1,280,673,686       104,647,127    
Net assets:  
Beginning of period     179,487,675       74,840,548    
End of period (including accumulated undistributed net
investment income of $12,822,573 and distributions in
excess of net investment income of $1,185,487,
respectively)
  $ 1,460,161,361     $ 179,487,675    

 

See accompanying notes to the financial statements.

8




GMO Alpha Only Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 10.26     $ 9.99     $ 9.63     $ 9.23     $ 8.73    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.16       0.19       0.17       0.20       0.17    
Net realized and unrealized gain (loss)     0.31       0.08       0.19       0.49       0.96    
Total from investment operations     0.47       0.27       0.36       0.69       1.13    
Less distributions to shareholders:  
From net investment income     (0.37 )                 (0.29 )     (0.63 )  
Total distributions     (0.37 )                 (0.29 )     (0.63 )  
Net asset value, end of period   $ 10.36     $ 10.26     $ 9.99     $ 9.63     $ 9.23    
Total Return(b)      4.63 %     2.70 %     3.74 %     7.61 %     13.32 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,460,161     $ 179,488     $ 74,841     $ 26,329     $ 16,628    
Net expenses to average daily net assets(c)      0.10 %     0.18 %     0.26 %     0.64 %     0.37 %  
Net investment income to average
daily net assets(a) 
    1.52 %     1.94 %     1.72 %     2.06 %     1.88 %  
Portfolio turnover rate     40 %     19 %     11 %     111 %     22 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.59 %     0.62 %     0.72 %     0.94 %     0.78 %  
Purchase premiums and redemption fees
consisted of the following per share amounts: 
  $ 0.02     $ 0.01     $ 0.01                

 

(a)  Net investment income is affected by the timing of the declaration of dividends by the underlying fund(s) in which the Fund invests.

(b)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(c)  Net expenses exclude expenses incurred indirectly through investment in underlying fund(s) (See Note 3).

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

9




GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Alpha Only Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return. The Fund pursues its objective by investing primarily in shares of domestic equity, international equity and fixed income funds of the Trust ("underlying fund(s)") or in securities of the type invested in by the underlying fund(s). The Fund typically hedges the corresponding market exposure resulting from such investments by investing in futures, swap contracts, forward currency contracts and other derivatives. To the extent the Fund's hedges are effective, the performance of the Fund is not expected to correlate with the movements of markets generally but rather will reflect the Manager's outperformance or underperformance relative to such markets generally. The Fund's benchmark is the Citigroup 3-Month Treasury Bill Index.

The financial statements of the underlying fund(s) in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request by calling (617) 346-7646 (collect) or by visiting GMO's website at www.gmo.com.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of the underlying fund(s) and other mutual funds are valued at their net asset value. For other assets, and in cases where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's investments will be valued at "fair value", as determined in good

10



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close but before the close of the NYSE. As a result, foreign equity securities held by the underlying fund(s) are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. The value of the currencies the Fund has committed to buy or sell is shown in the Schedule of Investments and represents the currency exposure the Fund has acquired or hedged through forward currency contracts as of February 28, 2006.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument

11



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with the futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as

12



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. As of February 28, 2006, the Fund did not enter into any purchased option contracts.

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the price of the security or index underlying these transactions. As of February 28, 2006, the Fund did not enter into any swap agreements.

13



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $44,049,884 and $0, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $7,125,063 of undistributed ordinary income. The temporary differences between book and tax basis distributable earnings are primarily due to foreign currency transactions.

As of February 28, 2006, the Fund had capital loss carryforwards available to offset future capital gains, if any, to the extent permitted by the Code, of $523,745, $6,598,186, $2,024,420 and $23,713,990 expiring in 2007, 2012, 2013 and 2014, respectively. Utilization of the capital loss carryforwards above could be subject to limitations imposed by the Code related to share ownership activity.

As of February 28, 2006, the Fund elected to defer to March 1, 2006 post-October capital losses of $31,744,372.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 1,377,319,184     $ 76,404,232     $ (6,891 )   $ 76,397,341    

 

14



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to foreign currency transactions. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 45,713,136     $ (44,191,901 )   $ (1,571,235 )  

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying fund(s). Because the underlying fund(s) have varied expense and fee levels and the Fund may own different proportions of underlying fund(s) at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

Purchases and redemptions of Fund shares

As of the date of this report, the premium on cash purchases and fee on redemptions of Fund shares were each 0.09% of the amount invested or redeemed. For the period June 30, 2004 to June 29, 2005, the premium on cash purchases and fee on redemptions of Fund shares were 0.11% each. The redemption fee is only applicable to shares acquired on or after June 30, 2003 and is subject to adjustment based upon purchase premiums and redemption fees of the underlying fund(s) in which the Fund invests and the estimated transaction costs of investing directly in securities. The Fund's purchase premium and redemption fee are approximately equal to the weighted average of the purchase premiums and redemption fees, if any, of the underlying fund(s) in which the Fund was invested and the estimated transaction costs of investing in securities. The level of purchase premium and redemption fee for the Fund may be adjusted to account for

15



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

changes in the Fund's investments (i.e. changes in the percentage of Fund assets allocated to each underlying fund). If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. For the years ended February 28, 2006 and February 28, 2005, the Fund received $1,425,013 and $114,247 in purchase premiums and $248,516 and $334 in redemption fees, respectively. There is no premium for reinvested distributions or in-kind transactions.

Investment risks

The Fund is subject to the investment risks associated with an investment in the underlying fund(s), some of which may invest in foreign securities. There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times may be more volatile than securities of comparable U.S. companies and U.S. securities markets.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.50% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for Class III shares. As described in Note 1, the Fund invests in certain underlying fund(s). Like the management fee (as described below), the Fund's shareholder service fee will be waived (but not below zero) to the extent of the indirect shareholder service fees paid in connection with the Fund's investment in shares of the underlying fund(s).

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, custody fees, and the following expenses: fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes (collectively, "fund expenses")) plus the amount of fees and expenses, excluding shareholder service fees and fund expenses (as defined above), incurred indirectly by the Fund through investment in the underlying fund(s), exceed 0.50% of the Fund's average daily net assets. Because GMO will not reimburse expenses incurred indirectly by the Fund to the extent they exceed 0.50% of the Fund's average daily net assets, and because the amount of fees and

16



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

expenses incurred indirectly by the Fund will vary, the operating expenses (excluding shareholder service fees and fund expenses (as defined above)) incurred indirectly by the Fund through its investment in the underlying fund(s) may exceed 0.50% of the Fund's average daily net assets.

The Fund incurs fees and expenses indirectly as a shareholder in the underlying fund(s). For the year ended February 28, 2006, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees)
  Indirect
Shareholder Service
Fees
  Total Indirect
Expenses
 
  0.450 %     0.135 %     0.585 %  

 

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $8,975 and $7,567, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchase and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $1,385,404,072 and $301,207,339, respectively. Cost of purchases and proceeds from sale of securities for in-kind transactions for the year ended February 28, 2006 were $370,263,424 and $370,263,424, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

17



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

6.  Principal shareholders and related parties

As of February 28, 2006, 78.8% of the outstanding shares of the Fund were held by three shareholders, each holding in excess of 10% of the Fund's outstanding shares. Two of the shareholders are other funds of the Trust. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, 2.7% of the Fund's shares were held by six related parties comprised of certain GMO employee accounts, and 97.1% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     157,546,087     $ 1,649,310,656       10,298,449     $ 103,560,173    
Shares issued to shareholders
in reinvestment of distributions
    4,211,361       43,039,715                
Shares repurchased     (38,346,631 )     (401,763,023 )     (302,412 )     (2,993,516 )  
Purchase premiums and
redemption fees
          1,673,529             114,581    
Net increase (decrease)     123,410,817     $ 1,292,260,877       9,996,037     $ 100,681,238    

 

18



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 28, 2006 is set forth below:



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Realized
Gains
Distributions
  Value, end
of period
 
GMO Emerging Markets
Fund, Class III
  $ 16,878,480     $ 163,692,003     $ 44,000,000     $ 2,159,533     $ 14,632,471     $ 159,688,267    
GMO International Growth
Equity Fund, Class III
          374,837,107       66,000,000       336,397       7,933,350       319,319,726    
GMO International Growth
Fund, Class III
    29,239,694       146,475,459       186,267,361       252,516       1,897,943          
GMO International Intrinsic
Value Fund, Class III
    30,052,195       327,552,440       66,000,000       2,886,285       10,344,877       319,360,923    
GMO International Small
Companies
Fund, Class III
    5,549,424       1,800,000       7,008,682                      
GMO Real Estate
Fund, Class III
    3,717,233       16,428,595       17,198,657       358,449       4,820,147          
GMO U.S. Core Equity
Fund, Class III
          406,580,003       67,000,000       2,143,814       6,056,469       342,268,774    
GMO U.S. Core
Fund, Class III
    47,493,750       132,752,995       183,996,063       702,995                
GMO U.S. Quality Equity
Fund, Class III
    25,915,830       185,548,894       34,000,000       1,303,802       130,091       185,084,052    
Totals   $ 158,846,606     $ 1,755,667,496     $ 671,470,763     $ 10,143,791     $ 45,815,348     $ 1,325,721,742    

 

19




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Alpha Only Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Alpha Only Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

20



GMO Alpha Only Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.68 %   $ 1,000.00     $ 1,021.40     $ 3.41    
2) Hypothetical     0.68 %   $ 1,000.00     $ 1,021.42     $ 3.41    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

21



GMO Alpha Only Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

For taxable, non-corporate shareholders, 30.53% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 5.62% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 28, 2006 $1,202,562 or if determined to be different, the qualified interest income of such year.

22



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W. Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

23



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

24



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

25



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

26




GMO Real Estate Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Real Estate Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the U.S. Quantitative Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Real Estate Fund returned +28.9% for the fiscal year ended February 28, 2006, as compared to +30.7% for the MSCI U.S. REIT Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in REIT stocks throughout the period.

During the period, overall sector selection was negative due largely to an overweight position in Regional Mall and an underweight in Storage. This negative performance was partially offset by an underweight in Manufactured Housing.

Stock selection was also negative for the fiscal year. Selections among Office-CBD and Office-Suburban both hindered overall relative performance. Stock selection in Regional Mall, Industrial, and Diversified/Miscellaneous were all positive for the period.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Real Estate Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Real Estate Investments     81.3 %  
Short-Term Investment(s)     11.9    
Other     6.8    
      100.0 %  
Industry Sector Summary   % of REIT Investments  
Apartments     18.0 %  
Office Suburban     15.5    
Shopping Centers     13.1    
Regional Malls     9.7    
Office Central Business District     8.1    
Diversified     7.7    
Industrial     6.4    
Health Care     5.7    
Storage     5.6    
Hotels     5.2    
Triple Net     3.6    
Manufactured Housing     1.0    
Outlets     0.4    
      100.0 %  

 

1




GMO Real Estate Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    REAL ESTATE INVESTMENTS — 81.3%  
    REAL ESTATE INVESTMENT TRUSTS — 81.3%  
    Apartments — 14.6%  
  5,100     Apartment Investment & Management Co., Class A (a)      225,981    
  31,600     Archstone-Smith Trust     1,497,840    
  9,800     Avalonbay Communities, Inc. (a)      1,009,400    
  3,100     BRE Properties-Class A     168,547    
  3,500     Camden Property Trust     230,475    
  41,300     Equity Residential Properties Trust     1,870,064    
  3,300     Essex Property Trust, Inc. (a)      328,845    
  3,300     GMH Communities Trust     54,846    
  2,000     Home Properties of NY, Inc. (a)      98,720    
  4,700     Investors Real Estate Trust     44,462    
  1,300     Mid-America Apartment Communities, Inc.     70,590    
  3,600     Post Properties     159,840    
  1,800     Town & Country Trust (a)      72,522    
  7,800     United Dominion Realty Trust, Inc.     208,650    
      6,040,782    
    Diversified — 6.3%  
  2,800     Colonial Properties Trust (a)      135,380    
  9,100     Cousins Properties, Inc.     279,097    
  5,700     Crescent Real Estate Equities     119,985    
  5,400     Glenborough Realty Trust, Inc. (a)      104,490    
  2,300     Pennslyvania Real Estate Investment Trust     92,920    
  19,200     Vornado Realty Trust     1,708,608    
  4,400     Washington Real Estate Investment Trust     147,048    
      2,587,528    
    Health Care — 4.7%  
  19,600     Health Care Property Investors, Inc. (a)      538,412    
  6,600     Health Care, Inc.     240,570    
  5,500     Healthcare Realty Trust, Inc.     205,205    
  9,500     Nationwide Health Properties     213,940    

 

See accompanying notes to the financial statements.

2



GMO Real Estate Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Health Care — continued  
  9,700     Omega Healthcare Investors, Inc.     125,518    
  10,700     Senior Housing Properties Trust     191,851    
  2,200     Universal Health Realty Income Trust     77,550    
  10,800     Ventas, Inc.     334,800    
      1,927,846    
    Hotels — 4.2%  
  5,100     Equity Inns, Inc.     78,948    
  3,800     Felcor Lodging Trust, Inc.     75,430    
  4,900     Highland Hospitality Corp.     60,368    
  10,000     Hospitality Properties Trust     445,000    
  30,600     Host Marriott Corp. (a)      594,558    
  3,800     Innkeepers USA Trust     66,614    
  2,900     Lasalle Hotel Properties     115,855    
  6,700     Meristar Hospitality Corp. *      69,077    
  4,900     Strategic Hotel Capital     105,840    
  4,900     Sunstone Hotel Investors, Inc.     143,864    
      1,755,554    
    Industrial — 5.2%  
  8,400     AMB Property Corp.     450,660    
  1,800     Centerpoint Properties Corp.     89,730    
  1,800     Eastgroup Properties, Inc.     82,710    
  4,700     First Industrial Realty Trust     181,326    
  25,638     Prologis     1,346,508    
      2,150,934    
    Manufactured Housing — 0.8%  
  4,500     Affordable Residential Communities (a)      42,570    
  3,700     Equity Lifestyle Properties, Inc.     176,453    
  3,500     Sun Communities, Inc. (a)      121,170    
      340,193    

 

See accompanying notes to the financial statements.

3



GMO Real Estate Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Office Central Business District — 6.6%  
  11,600     American Financial Realty Trust (a)      137,112    
  4,300     BioMed Realty Trust, Inc.     119,024    
  9,900     Boston Properties, Inc.     838,233    
  40,300     Equity Office Properties Trust     1,267,435    
  4,100     Maguire Properties, Inc.     138,744    
  2,300     SL Green Realty Corp.     199,893    
  800     Trizec Properties, Inc.     19,416    
      2,719,857    
    Office Suburban — 12.6%  
  3,400     Alexandria Real Estate Equity, Inc.     299,268    
  8,900     Arden Realty Group, Inc.     403,704    
  2,300     Bedford Property Investors     61,686    
  10,589     Brandywine Reality Trust     310,999    
  11,000     CarrAmerica Realty Corp.     456,060    
  4,900     Corporate Office Properties     203,448    
  20,900     Duke Realty Investments     733,590    
  6,900     Highwood Properties, Inc.     223,215    
  43,100     HRPT Properties Trust     462,032    
  4,200     Kilroy Realty Corp.     314,244    
  14,100     Liberty Property Trust     631,398    
  10,600     Mack-Cali Realty Corp.     475,940    
  2,000     Parkway Properties, Inc.     88,080    
  2,500     PS Business Parks, Inc.     132,975    
  10,500     Reckson Associates Realty Corp.     429,450    
      5,226,089    
    Outlets — 0.3%  
  3,700     Tanger Factory Outlet Centers, Inc.     119,510    
    Regional Malls — 7.9%  
  5,600     CBL & Associates Properties, Inc. (a)      238,560    
  16,900     General Growth Properties (a)      851,591    
  2,000     Glimcher Realty Trust     53,360    

 

See accompanying notes to the financial statements.

4



GMO Real Estate Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Regional Malls — continued  
  2,400     Macerich Co.     172,920    
  2,500     Mills Corp. (a)      98,825    
  20,900     Simon Property Group, Inc.     1,734,073    
  2,800     Taubman Centers, Inc.     111,272    
      3,260,601    
    Shopping Centers — 10.7%  
  2,300     Acadia Reality Trust     50,439    
  11,600     Developers Diversified Realty Corp.     582,204    
  12,200     Equity One, Inc.     274,500    
  5,100     Federal Reality Investment Trust     355,419    
  6,100     Heritage Property Investment Trust     233,996    
  30,200     Kimco Realty Corp.     1,085,086    
  16,200     New Plan Excel Realty Trust     405,810    
  4,900     Pan Pacific Retail Property, Inc.     339,129    
  2,500     Ramco-Gershenson Properties     72,650    
  7,700     Regency Centers Corp.     496,650    
  2,300     Saul Centers, Inc.     89,217    
  2,900     Urstadt Biddle Properties, Inc.     49,358    
  9,500     Weingarten Realty     374,110    
      4,408,568    
    Storage — 4.5%  
  5,100     Extra Space Storage, Inc.     76,500    
  15,700     Public Storage, Inc.     1,224,914    
  4,800     Shurgard Storage Centers, Inc.     307,824    
  2,300     Sovran Self Storage (a)      119,600    
  6,300     U-Store-It Trust     140,301    
      1,869,139    
    Triple Net — 2.9%  
  9,600     Commercial Net Lease Realty (a)      218,400    
  4,800     Entertainment Properties Trust     198,480    
  5,700     Getty Reality Corp.     161,595    

 

See accompanying notes to the financial statements.

5



GMO Real Estate Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    Triple Net — continued  
  6,500     Lexington Corporate Properties Trust     138,580    
  14,800     Realty Income Corp.     341,140    
  8,000     Spirit Finance Corp.     96,400    
  4,400     Trustreet Properties, Inc.     63,800    
      1,218,395    
    TOTAL REAL ESTATE INVESTMENT TRUSTS (COST $29,785,654)     33,624,996    
    TOTAL REAL ESTATE INVESTMENTS (COST $29,785,654)     33,624,996    
    SHORT-TERM INVESTMENT(S) — 11.9%  
  125,904     American Beacon Money Market Fund (b)      125,904    
  409,189     BGI Institutional Money Market Fund (b)      409,189    
  1,227,789     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $1,227,892 and an effective yield of
3.01%, collateralized by a U.S. Treasury Bond with a rate of 4.50%,
maturitiy date of 02/15/36 and a market value, including accrued interest,
of $1,252,345.
    1,227,789    
  188,857     Fortis Bank Eurodollar Term Fixed Rate Yankee Certificate of Deposit,
4.53%, due 03/23/06 (b) 
    188,857    
  629,521     Goldman Sachs Group Inc. Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $629,601 and an effective yield of 4.60%,
collateralized by various corporate debt obligations with an aggregate
market value of $642,111. (b) 
    629,521    
  566,569     Merrill Lynch & Co. Tri Party Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $566,641 and an effective yield of 4.55%,
collateralized by various U.S. government obligations with an aggregate
market value of $581,222. (b) 
    566,569    
  125,904     Merrimac Cash Series-Premium Class (b)      125,904    
  459,073     Morgan Stanley & Co. Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $459,131 and an effective yield of 4.55%,
collateralized by various U.S. government obligations with an aggregate
market value of $468,258. (b) 
    459,073    
  251,808     Rabobank Nederland Eurodollar Overnight Time Deposit, 4.52%,
due 03/01/06 (b) 
    251,808    

 

See accompanying notes to the financial statements.

6



GMO Real Estate Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    SHORT-TERM INVESTMENT(S) — continued  
  188,856     Royal Bank of Scotland Eurodollar Term Fixed Rate Yankee Certificate of
Deposit, 4.55%, due 03/31/06 (b) 
    188,856    
  387,022     Svenska Handlesbanken Eurodollar Overnight Time Deposit, 4.57%,
due 03/01/06 (b) 
    387,022    
  377,713     National Australia Bank Eurodollar Overnight Time Deposit, 4.56%,
due 03/01/06 (b) 
    377,713    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $4,938,205)     4,938,205    
    TOTAL INVESTMENTS — 93.2%
(Cost $34,723,859)
    38,563,201    
        Other Assets and Liabilities (net) — 6.8%     2,827,855    
    TOTAL NET ASSETS — 100.0%   $ 41,391,056    

 

Notes to Schedule of Investments:

*  Non-income producing security.

(a)  All or a portion of this security is out on loan (Note 2).

(b)  All or a portion of this security represents investment of security lending collateral (Note 2).

See accompanying notes to the financial statements.

7




GMO Real Estate Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value, including securities on loan of $3,580,224 (cost $34,723,859) (Note 2)   $ 38,563,201    
Receivable for investments sold     6,558,000    
Dividends and interest receivable     32,466    
Receivable for expenses reimbursed by Manager (Note 3)     15,848    
Total assets     45,169,515    
Liabilities:  
Collateral on securities loaned (Note 2)     3,710,416    
Payable to affiliate for (Note 3):  
Management fee     19,454    
Shareholder service fee     5,404    
Trustees and Chief Compliance Officer fees     250    
Accrued expenses     42,935    
Total liabilities     3,778,459    
Net assets   $ 41,391,056    
Net assets consist of:  
Paid-in capital   $ 32,119,032    
Accumulated undistributed net investment income     179,132    
Accumulated net realized gain     5,253,550    
Net unrealized appreciation     3,839,342    
    $ 41,391,056    
Net assets attributable to:  
Class III shares   $ 41,391,056    
Shares outstanding:  
Class III     3,373,385    
Net asset value per share:  
Class III   $ 12.27    

 

See accompanying notes to the financial statements.

8



GMO Real Estate Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends   $ 9,397,955    
Interest (including securities lending income of $16,233)     171,435    
Total investment income     9,569,390    
Expenses:  
Management fee (Note 3)     1,177,304    
Shareholder service fee – Class III (Note 3)     327,029    
Custodian, fund accounting agent and transfer agent fees     38,759    
Audit and tax fees     44,131    
Legal fees     5,666    
Trustees fees and related expenses (Note 3)     4,998    
Registration fees     1,472    
Miscellaneous     6,223    
Total expenses     1,605,582    
Fees and expenses reimbursed by Manager (Note 3)     (93,870 )  
Fees and expenses waived by Manager (Note 3)     (457,840 )  
Net expenses     1,053,872    
Net investment income (loss)     8,515,518    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     79,362,313    
Net realized gain (loss)     79,362,313    
Change in net unrealized appreciation (depreciation) on investments     (33,161,588 )  
Net realized and unrealized gain (loss)     46,200,725    
Net increase (decrease) in net assets resulting from operations   $ 54,716,243    

 

See accompanying notes to the financial statements.

9



GMO Real Estate Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 8,515,518     $ 11,218,155    
Net realized gain (loss)     79,362,313       49,872,213    
Change in net unrealized appreciation (depreciation)     (33,161,588 )     (944,523 )  
Net increase (decrease) in net assets from operations     54,716,243       60,145,845    
Distributions to shareholders from:  
Net investment income  
Class III     (5,491,758 )     (19,209,916 )  
Net realized gains  
Class III     (75,846,588 )     (30,227,807 )  
      (81,338,346 )     (49,437,723 )  
Net share transactions (Note 7):  
Class III     (167,824,324 )     33,671,365    
Total increase (decrease) in net assets     (194,446,427 )     44,379,487    
Net assets:  
Beginning of period     235,837,483       191,457,996    
End of period (including accumulated undistributed net
investment income of $179,132 and $0, respectively)
  $ 41,391,056     $ 235,837,483    

 

See accompanying notes to the financial statements.

10




GMO Real Estate Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 14.54     $ 14.65     $ 10.49     $ 11.17     $ 10.31    
Income (loss) from investment operations:  
Net investment income (loss)      0.61       0.59       0.58       0.50       0.56    
Net realized and unrealized gain (loss)     3.24       1.55       4.01       (0.71 )     0.84    
Total from investment operations     3.85       2.14       4.59       (0.21 )     1.40    
Less distributions to shareholders:  
From net investment income     (0.40 )     (0.87 )     (0.43 )     (0.47 )     (0.54 )  
From net realized gains     (5.72 )     (1.38 )                    
Total distributions     (6.12 )     (2.25 )     (0.43 )     (0.47 )     (0.54 )  
Net asset value, end of period   $ 12.27     $ 14.54     $ 14.65     $ 10.49     $ 11.17    
Total Return(a)      28.89 %     16.01 %     44.56 %     (2.16 )%     13.73 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 41,391     $ 235,837     $ 191,458     $ 142,256     $ 192,606    
Net expenses to average daily net assets     0.48 %     0.48 %     0.52 %     0.69 %     0.69 %  
Net investment income to average
daily net assets
    3.91 %     4.13 %     4.61 %     4.47 %     5.18 %  
Portfolio turnover rate     52 %     134 %     56 %     61 %     6 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.25 %     0.25 %     0.24 %     0.04 %     0.05 %  

 

†  Calculated using average shares outstanding throughout the period.

(a)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown.

See accompanying notes to the financial statements.

11




GMO Real Estate Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Real Estate Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return through investment in primarily real estate investment trusts ("REITs") and other real estate related companies. REITs are managed vehicles that invest in real estate, or real estate-related investments. The Fund's benchmark is the MSCI U.S. REIT Index.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with the futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or

12



GMO Real Estate Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. As of February 28, 2006, the Fund did not enter into any futures contracts.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. See the Schedule of Investments for open repurchase agreements entered into by the Fund as of February 28, 2006.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. As of February 28, 2006, the Fund had loaned securities having a market value of $3,580,224, collateralized by cash in the amount of $3,710,416, which was invested in short-term instruments.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect

13



GMO Real Estate Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $9,818,297 and $25,338,802, respectively and long-term capital gains – $71,520,049 and $24,098,921, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $4,989,506 and $491,255 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to losses on wash sale transactions.

At February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:



Aggregate Cost
  Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 34,771,937     $ 3,942,983     $ (151,719 )   $ 3,791,264    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to certain differences in the computation of distributable income and capital gains under U.S. federal tax rules versus U.S. GAAP. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net Realized Gain
  Paid-in Capital  
$ (2,844,628 )   $ 2,844,628     $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

14



GMO Real Estate Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

Investment risks

There are certain additional risks involved in investing in REITs rather than a more diversified portfolio of investments. Since the Fund's investments are concentrated in real-estate related securities, the value of its shares can be expected to change in light of factors affecting the real estate industry, including local or regional economic conditions, changes in zoning laws, changes in real estate value and property taxes, and changes in interest rates. The value of the Fund's shares may fluctuate more widely than the value of shares of a portfolio that invests in a broader range of industries.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.54% of average daily net assets. For the year ended February 28, 2006, GMO waived 0.21% of the Fund's management fee. GMO has temporarily agreed to waive 0.21% of the Fund's management fee until such time as it notifies shareholders that it is discontinuing the waiver. This waiver is in addition to the Manager's contractual agreement to reimburse the Fund with respect to certain Fund expenses through June 30, 2006 as described below. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for Class III shares.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.54% of the average daily net assets.

15



GMO Real Estate Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $2,570 and $1,511, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $106,978,267 and $348,991,354, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related parties

As of February 28, 2006, 81.3% of the outstanding shares of the Fund were held by four shareholders, each holding in excess of 10% of the Fund's outstanding shares. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, 12.9% of the Fund's shares were held by eleven related parties comprised of certain GMO employee accounts, and 64.0% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     2,850,336     $ 43,674,507       18,990,769     $ 259,781,790    
Shares issued to shareholders
in reinvestment of distributions
    6,089,368       80,126,509       3,374,325       45,470,152    
Shares repurchased     (21,782,410 )     (291,625,340 )     (19,221,933 )     (271,580,577 )  
Net increase (decrease)     (12,842,706 )   $ (167,824,324 )     3,143,161     $ 33,671,365    

 

16




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Real Estate Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Real Estate Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

17



GMO Real Estate Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
  1 ) Actual     0.48 %   $ 1,000.00     $ 1,111.60     $ 2.51    
2) Hypothetical     0.48 %   $ 1,000.00     $ 1,022.41     $ 2.41    

 

*  Expenses are calculated using the Class's annualized expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

18



GMO Real Estate Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

The Fund's distributions to shareholders include $71,520,049 from long-term capital gains.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006, $119,720 and $4,326,540, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

19



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000.
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

20



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation
(a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.
 

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

21



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002;
Vice President from August 1998 – October 2002.
  Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.  
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

22



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

23




GMO Emerging Countries Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO Emerging Countries Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Emerging Markets Division at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Emerging Countries Fund returned +36.4% for the fiscal year ended February 28, 2006, as compared to +37.9% for the S&P/IFC Investable Composite Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in emerging markets equities throughout the fiscal year.

Country selection detracted 1.1% from performance during the period. The Fund's overweights in Brazil and Korea contributed positively to performance. The Fund's underweight in Russia and overweight in Taiwan detracted from performance.

Stock selection detracted 0.4% during the fiscal year. Stock selection was particularly successful in Brazil, China, Korea, and Taiwan. Stock selection in Mexico and South Africa detracted from performance.

For the period, the value and the momentum models outperformed while the macroeconomic and the reversal models underperformed.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Performance for Class M shares will vary due to different fees. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Emerging Countries Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     82.7 %  
Preferred Stocks     15.3    
Debt Obligation(s)     1.9    
Rights and Warrants     0.0    
Swaps     0.1    
Short-Term Investment(s)     4.2    
Other     (4.2 )  
      100.0 %  
Country Summary   % of Investments*  
South Korea     25.5 %  
Taiwan     16.4    
Brazil     14.3    
China     7.7    
South Africa     7.6    
Russia     6.1    
Mexico     6.0    
India     2.6    
Israel     2.5    
Malaysia     2.2    
United States     1.9    
Turkey     1.7    
Thailand     1.4    
Chile     1.2    
Poland     1.1    
Indonesia     0.5    
Philippines     0.5    
Argentina     0.4    
Hungary     0.3    
Venezuela     0.1    
Czech Republic     0.0    
      100.0 %  

 

*  The table excludes short-term investment(s).

1



GMO Emerging Countries Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Industry Sector Summary   % of Investments*  
Financials     23.8 %  
Information Technology     19.7    
Energy     17.3    
Telecommunication Services     9.9    
Materials     8.8    
Consumer Discretionary     6.3    
Industrials     5.5    
Utilities     4.0    
Consumer Staples     3.6    
Health Care     1.1    
      100.0 %  

 

*  The table excludes short-term investment(s).

2




GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  

 

    COMMON STOCKS — 82.7%  
    Argentina — 0.4%  
  20,600     IRSA Inversiones y Representaciones SA GDR *      263,062    
  6,401     Telecom Argentina SA ADR *      80,589    
  7,493     Tenaris SA ADR     1,200,004    
  45,247     Transportadora de Gas del Sur ADR * (a)      228,950    
      1,772,605    
    Brazil — 4.6%  
  8,569,000     Aes Tiete SA     215,890    
  241,480     Banco do Brasil SA     6,253,348    
  44,400     Companhia de Concessoes Rodoviarias     419,223    
  23,164,428     Companhia Saneamento Basico SAO PA     1,866,463    
  54,738     Companhia Siderurgica Nacional SA     1,648,198    
  10,700     Compania Vale do Rio Doce     526,308    
  44,057,200     Electrobras (Centro)     933,428    
  22,500     Petroleo Brasileiro SA (Petrobras)     514,952    
  11,800     Petroleo Brasileiro SA (Petrobras) ADR     1,032,972    
  80,023     Souza Cruz SA (Registered)     1,320,087    
  57,715     Tele Centro Oeste Celular Participacoes SA     883,323    
  31,000     Unibanco-Uniao de Bancos Brasileiros SA GDR     2,726,450    
      18,340,642    
    Chile — 1.2%  
  22,328     Banco De Chile ADR     979,306    
  10,900     Banco Santander Chile SA ADR     517,641    
  15,200     Compania Cervecerias Unidas ADR     413,440    
  42,500     Compania de Telecommunicaciones de Chile ADR     365,500    
  15,800     Empresa Nacional de Electricidad SA ADR     499,280    
  107,100     Enersis SA ADR     1,314,117    
  18,200     Lan Airlines SA     743,470    
  15,896     Quinenco SA ADR     195,521    
      5,028,275    

 

See accompanying notes to the financial statements.

3



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    China — 7.7%  
  1,172,000     Aluminum Corp of China Ltd     1,194,328    
  808,000     Bank of Communications Co Ltd *      484,629    
  1,560,000     China Construction Bank Class H 144A *      728,934    
  8,500     China Finance Online Co ADR *      50,150    
  288,240     China International Marine Containers Co Ltd Class B     285,479    
  1,595,364     China Mobile Ltd     7,708,229    
  12,872     China Mobile Ltd ADR     311,889    
  5,397,883     China Petroleum & Chemical Corp Class H     3,211,427    
  488,000     China Resources Enterprise Ltd     1,067,248    
  61,500     China Telecom Corp Ltd ADR (a)      2,256,435    
  2,601,400     China Telecom Corp Ltd Class H     950,606    
  912,000     CNOOC Ltd     755,789    
  5,800     CNOOC Ltd ADR     480,704    
  535,000     Foxconn International Holdings 144A *      920,284    
  2,222,100     Guangdong Investments Ltd     1,006,460    
  944,000     Huaneng Power International Inc Class H     631,958    
  8,513,553     PetroChina Co Ltd Class H     8,279,477    
  236,000     Shanghai Industrial Holdings Ltd     505,238    
  594,000     Zhejiang Southeast Electric Power Co Class B     238,669    
      31,067,933    
    Czech Republic — 0.0%  
  2,679     CEZ AS     93,186    
  425     Komercni Banka AS     60,342    
  1,600     Unipetrol *      18,987    
      172,515    
    Hungary — 0.3%  
  600     Egis Rt     87,351    
  500     Gedeon Richter Right     101,890    
  5,000     MOL Magyar Olaj es Gazipari Rt (New Shares)     516,389    
  14,400     OTP Bank     537,579    
      1,243,209    

 

See accompanying notes to the financial statements.

4



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    India — 2.6%  
  41,400     Bharti Televentures *      336,317    
  21,400     HCL Technologies Ltd     293,441    
  24,100     HDFC Bank     396,390    
  36,300     Hindalco Industries Ltd GDR     125,322    
  12,000     Hindalco Industries Ltd GDR 144A (London International Exchange)     41,400    
  73,000     Hindalco Industries Ltd GDR 144A (Luxembourg Exchange)     251,850    
  21,250     Hindalco Industries Ltd GDR 144A (OTC)     12,750    
  143,900     ICICI Bank Ltd     1,985,424    
  2,100     ICICI Banking Ltd ADR     64,491    
  5,200     Infosys Technologies Inc     330,605    
  82,757     Mahanagar Telephone Nigam     265,165    
  78,600     Oil & Natural Gas Corp Ltd     2,014,381    
  115,931     Satyam Computer Services Ltd     2,012,577    
  11,500     Satyam Computer Services Ltd ADR     473,225    
  11,100     State Bank of India     219,192    
  23,494     State Bank of India Ltd GDR     1,126,718    
  10,500     Tata Consultancy Services Ltd     402,155    
      10,351,403    
    Indonesia — 0.5%  
  18     Astra International Tbk PT     19    
  282,600     Bank Central Asia Tbk PT     110,265    
  534,000     Bank Rakyat Indonesia     188,200    
  103,000     Gudang Garam Tbk PT     122,515    
  7,562,120     Matahari Putra Prima Tbk PT     646,671    
  176,000     Perusahan Gas Negara PT     183,619    
  988,000     PT Bank Mandiri Persero Tbk PT     173,325    
  1,522,000     Ramayana Lestari Sentosa Tbk PT     120,408    
  914,224     Telekomunikasi Indonesia Tbk PT     604,911    
      2,149,933    
    Israel — 2.4%  
  323,700     Bank Hapoalim B.M.     1,481,429    
  604,100     Bank Leumi Le     2,179,756    

 

See accompanying notes to the financial statements.

5



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Israel — continued  
  49,600     Check Point Software Technologies Ltd *      1,054,496    
  0     IDB Development Corp Ltd     3    
  159,400     Israel Chemicals Ltd     595,411    
  400     Teva Pharmaceutical Industries     16,825    
  98,600     Teva Pharmaceutical Industries ADR     4,140,214    
  1,200     The Israel Corp Ltd     400,684    
      9,868,818    
    Malaysia — 2.2%  
  1,287,000     Bumiputra-Commerce Holdings Berhad     2,007,062    
  138,000     Genting Berhad     886,747    
  316,000     Hong Leong Bank Berhad     433,426    
  227,000     IOI Corp Berhad     843,572    
  101,000     Kuala Lumpur Kepong Berhad     252,660    
  533,090     Malakoff Berhad     1,261,005    
  237,478     Maxis Communications Berhad     555,852    
  387,640     MISC Berhad     1,011,224    
  318,000     Proton Holdings Berhad     474,509    
  316,585     Public Bank Berhad     570,552    
  230,090     Sime Darby Berhad     383,758    
      8,680,367    
    Mexico — 6.0%  
  278,800     Alfa SA de CV Class A     1,480,102    
  119,700     America Movil SA de CV Class L ADR     4,157,180    
  723,771     Cemex SA de CV CPO     4,480,125    
  31,427     Fomento Economico Mexicano SA de CV     271,517    
  1,287,600     Grupo Financiero Banorte SA de CV     3,141,867    
  725,340     Grupo Mexico SA Class B     1,859,225    
  196,700     Organizacion Soriana SA de CV Class B *      871,301    
  319,800     Telefonos de Mexico SA de CV Class L ADR     7,160,322    
  216,000     Wal-Mart de Mexico SA de CV Class V     616,966    
      24,038,605    

 

See accompanying notes to the financial statements.

6



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Philippines — 0.5%  
  4,454,754     Ayala Land Inc     966,009    
  158,400     Equitable PCI Bank     196,558    
  245,421     Ginebra San Miguel Inc     93,650    
  15,436     Philippine Long Distance Telephone     529,878    
  4,200     Philippine Long Distance Telephone ADR     144,900    
      1,930,995    
    Poland — 1.1%  
  16,800     Bank Pekao SA     989,918    
  168,300     Big Bank Gdanski SA     341,654    
  42,400     KGHM Polska Miedz SA     957,607    
  79,100     Polski Koncern Naftowy Orlen SA     1,454,662    
  114,100     Telekomunikacja Polska SA     794,339    
      4,538,180    
    Russia — 6.1%  
  18,200     JSC Mining & Smelting Co ADR     1,619,800    
  156,900     Lukoil ADR     12,552,000    
  4,100     Lukoil ADR 144A     328,000    
  14,300     Mobile Telesystems ADR     515,801    
  54,700     OAO Gazprom ADR     4,627,620    
  16,300     Polyus Gold Co ZAO ADR *      586,800    
  19,300     Rostelecom ADR (a)      388,123    
  390     Sberbank RF     606,450    
  14,700     Unified Energy Systems ADR     1,010,625    
  18,600     Unified Energy Systems GDR     1,282,470    
  24,400     Vimpel-Communications ADR *      1,073,600    
      24,591,289    
    South Africa — 7.6%  
  13,452     ABSA Group Ltd     249,874    
  31,200     AECI Ltd     270,316    
  9,800     Anglo American Platinum Corp     777,855    
  6,000     AngloGold Ashanti Ltd     306,900    

 

See accompanying notes to the financial statements.

7



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    South Africa — continued  
  54,700     Barlow Ltd     1,054,964    
  143,600     Foschini Ltd     1,326,566    
  21,300     Impala Platinum Holdings Ltd     3,616,518    
  20,500     Investec Ltd     1,025,989    
  41,167     Mittal Steel South Africa Ltd     405,549    
  20,100     Naspers Ltd Class N     397,577    
  32,694     Nedcor Ltd     631,061    
  1,240,738     Old Mutual Plc     3,899,241    
  8,100     Pretoria Portland Cement Co Ltd     498,296    
  213,507     Remgro Ltd     4,478,041    
  1,297,240     Sanlam Ltd     3,358,164    
  122,000     Sasol Ltd     4,177,866    
  68,900     Telkom SA Ltd     1,812,785    
  46,860     Tiger Brands Ltd     1,161,583    
  465,850     Woolworths Holdings     1,187,228    
      30,636,373    
    South Korea — 19.9%  
  3,000     Amorepacific Corp     1,046,342    
  50,570     Cheil Industries Inc     1,946,189    
  40,660     Daesang Corp *      620,051    
  9,900     Daewoo International Corp     376,136    
  100,700     Daewoo Securities Co Ltd *      1,750,318    
  66,120     Doosan Infracore Co Ltd     1,110,532    
  14,510     GS Engineering & Construction Corp     787,967    
  48,581     Hana Financial Group Inc     2,076,325    
  74,600     Hanjin Heavy Industry & Construction     1,867,721    
  21,600     Hanjin Shipping     505,618    
  146,300     Hynix Semiconductor Inc *      4,935,113    
  34,100     Hyundai Development Co     1,547,551    
  19,800     Hyundai Mobis     1,664,721    
  95,940     Hyundai Motor Co     8,153,906    
  139,000     Industrial Bank of Korea     2,279,041    
  245,300     KIA Motors Corp     5,266,243    

 

See accompanying notes to the financial statements.

8



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    South Korea — continued  
  97,660     Kookmin Bank     7,402,358    
  2,200     Kookmin Bank ADR     166,650    
  68,500     Korea Electric Power Corp     2,923,029    
  50,100     Korean Air Lines Co Ltd     1,651,477    
  29,200     KT Corp     1,156,711    
  1,700     KT Corp ADR     34,714    
  18,300     KT Freetel Co Ltd     486,846    
  101,000     KT&G Corp     5,987,347    
  14,500     KT&G Corp GDR 144A * (a)      419,050    
  65,700     LG Corp     2,282,301    
  7,300     LG Electronics Inc     599,450    
  61,300     LG Telecom Co Ltd *      504,913    
  7,935     NHN Corp *      2,236,878    
  13,200     POSCO     3,110,913    
  25,900     Samsung Corp     663,590    
  574     Samsung Electronics Co Ltd     402,416    
  1,614     Samsung Electronics Co Ltd GDR 144A (Non Voting)     431,745    
  46,900     Samsung Heavy Industries Co Ltd     804,552    
  15,300     Samsung SDI Co Ltd     1,351,911    
  25,430     Samsung Securities     1,493,022    
  51,363     Shinhan Financial Group Co Ltd     2,006,663    
  90,446     SK Corp     5,573,108    
  129,000     Woori Finance Holdings Co Ltd     2,534,002    
      80,157,420    
    Taiwan — 16.4%  
  1,395,918     Acer Inc     3,088,760    
  2,594,489     Asustek Computer Inc     7,311,957    
  163,000     AU Optronics Corp     260,429    
  863,940     Benq Corp     847,564    
  5,439,533     China Development Financial Holding Corp *      2,082,764    
  2,609,759     China Steel Corp     2,361,341    
  686,540     Chinatrust Financial Holding Co     575,851    
  1,271,000     Chunghwa Telecom Co Ltd     2,313,921    

 

See accompanying notes to the financial statements.

9



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Taiwan — continued  
  31,050     Chunghwa Telecom Co Ltd ADR     586,845    
  463,707     Compal Electronics Inc     431,321    
  640,400     Evergreen Marine Corp     414,594    
  1,010,190     Far Eastern Textile Co Ltd     743,510    
  528,300     Formosa Chemicals & Fibre Co     830,548    
  403,655     Formosa Petrochemical Corp     720,376    
  833,270     Formosa Plastics Corp     1,318,570    
  79,000     Foxconn Technology Co Ltd     382,841    
  53,000     High Tech Computer Corp     1,135,287    
  1,231,915     Hon Hai Precision Industry Co Ltd     7,789,728    
  2,352,662     Inventec Co Ltd     1,434,232    
  935,300     Lite-On Technology Corp     1,260,468    
  315,800     MediaTek Inc     3,232,277    
  3,307,000     Mega Financial Holdings Co Ltd     2,508,441    
  246,000     Mitac International Corp     345,828    
  303,425     Nan Ya Plastic Corp     429,205    
  389,800     Novatek Microelectronics     2,687,013    
  715,759     Shin Kong Financial Holdings     618,713    
  698,563     Siliconware Precision Industries Co     885,422    
  1,876,960     Sinopac Holdings Co     992,928    
  1,445,000     Taishin Financial Holdings Co Ltd     877,901    
  2,325,000     Taiwan Cellular Corp     2,145,480    
  3,875,074     Taiwan Cement Corp     2,920,268    
  4,935,235     Taiwan Semiconductor Manufacturing Co Ltd     9,144,781    
  61,499     Taiwan Semiconductor Manufacturing Co Ltd ADR     598,385    
  3,107,687     Walsin Lihwa Corp     1,010,667    
  410,288     Wan Hai Lines Ltd     252,079    
  2,293,000     Yang Ming Marine Transport     1,403,245    
      65,943,540    
    Thailand — 1.4%  
  262,900     Advanced Info Service Pcl (Foreign Registered) (b)      632,993    
  182,300     Bangkok Dusit Medical Service Pcl (Foreign Registered) (b)      110,160    
  112,600     Kasikornbank Pcl (Foreign Registered) (b)      197,483    

 

See accompanying notes to the financial statements.

10



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Thailand — continued  
  1,030,000     Kasikornbank Pcl NVDR (b)      1,754,100    
  51,440     PTT Exploration & Production Pcl (Foreign Registered) (b)      684,439    
  173,902     Ptt Pcl (Foreign Registered) (b)      1,107,809    
  136,000     Siam Cement Pcl (Foreign Registered) NVDR (b)      840,788    
  258,400     Thai Airways International Pcl (Foreign Registered) (b)      280,249    
      5,608,021    
    Turkey — 1.7%  
  308,764     Akbank TAS     3,125,585    
  22,372     Aksa Akrilik Kimya Sanayii AS     209,801    
  20,674     Tupras-Turkiye Petrol Rafineriler AS     394,189    
  68,528     Turkcell Iletisim Hizmet AS     491,388    
  103,134     Turkiye IS Bankasi Class C     973,871    
  275,061     Yapi Ve Kredi Bankasi AS *      1,608,981    
      6,803,815    
    Venezuela — 0.1%  
  19,500     Compania Anonima Nacional Telefonos de Venezuela (CANTV) ADR     337,740    
    TOTAL COMMON STOCKS (COST $212,383,180)     333,261,678    
    PREFERRED STOCKS — 15.3%  
    Brazil — 9.8%  
  63,000     Banco Bradesco SA 3.66%     2,598,917    
  131,000     Banco Itau Holding Financeira SA 2.79%     4,238,145    
  213,600     Caemi Mineracao e Metalurgica SA 1.35%     368,154    
  59,098,500     Companhia Energetica de Minas Gerais 4.11%     3,033,547    
  17,700     Companhia Vale do Rio Doce Class A 0.36%     753,511    
  23,565,000     Geracao Tiete 8.80%     615,786    
  73,770     Gerdau SA 4.84%     1,702,251    
  1,975,126     Investimentos Itau SA 4.28%     8,603,680    
  5,327,800     Lojas Americanas SA 1.99%     229,320    
  818,912     Petroleo Brasileiro SA (Petrobras) 0.44%     17,257,505    
      39,400,816    

 

See accompanying notes to the financial statements.

11



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    South Korea — 5.5%  
  10,200     Hyundai Motor Co 2.48%     547,711    
  40,860     Samsung Electronics Co Ltd (Non Voting) 1.18% *      21,620,903    
  3,000     Samsung SDI Co Ltd 3.36%     163,098    
      22,331,712    
    TOTAL PREFERRED STOCKS (COST $18,650,136)     61,732,528    
    DEBT OBLIGATION(S) — 1.9%  
    United States — 1.9%  
  7,279,582     U.S. Treasury Inflation Indexed Note, 3.63%, due 01/15/08 (c) (d) (e)      7,537,213    
    TOTAL DEBT OBLIGATION(S) (COST $7,515,256)     7,537,213    
    RIGHTS AND WARRANTS — 0.0%  
    Thailand — 0.0%  
  116,526     True Corp Pcl Warrants, Expires 04/03/08 * (b)         
    TOTAL RIGHTS AND WARRANTS (COST $0)        
    SHORT-TERM INVESTMENT(S) — 4.2%  
  1,985,125     The Boston Global Investment Trust (f)      1,985,125    
  15,100,000     Bank of Montreal Time Deposit, 4.64%, due 03/01/06     15,100,000    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $17,085,125)     17,085,125    
    TOTAL INVESTMENTS — 104.1%
(Cost $255,633,697)
    419,616,544    
        Other Assets and Liabilities (net) — (4.1%)     (16,462,856 )  
    TOTAL NET ASSETS — 100.0%   $ 403,153,688    

 

See accompanying notes to the financial statements.

12



GMO Emerging Countries Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Swap Agreements

Total Return Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive   (Pay)   Index   Net
Unrealized
Appreciation
(Depreciation)
 
1,521,535 USD
  1/09/2007
  Deutsche Bank
  Return on
Index
  1 month LIBOR
+ 0.55%
  Gazprom
  $ 209,748    
2,182,981 USD
  2/02/2007
  Deutsche Bank
  Return on
Index
  1 month LIBOR
+ 0.55%
  Gazprom
    60,757    
2,099,475 USD
  2/02/2007
  Deutsche Bank
  Return on
Index
  1 month LIBOR
+ 0.55%
  Gazprom
    11,262    
1,731,350 USD
  2/02/2007
  Deutsche Bank
  Return on
Index
  1 month LIBOR
+ 0.55%
  Gazprom
    9,287    
                                $ 291,054    

 

As of February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

144A - Securities exempt from registration under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional investors.

ADR - American Depositary Receipt

Foreign Registered - Shares issued to foreign investors in markets that have foreign ownership limits.

GDR - Global Depository Receipt

LIBOR - London Interbank Offered Rate

NVDR - Non-Voting Depository Receipt

OTC - Over-the-counter

USD - United States Dollar

*  Non-income producing security.

(a)  All or a portion of this security is out on loan (Note 2).

(b)  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees of GMO Trust (Note 2).

(c)  Indexed security in which price and/or coupon is linked to prices of other securities, securities indices, or other financial indicators (Note 2).

(d)  Rate shown represents yield-to-maturity.

(e)  All or a portion of this security has been segregated to cover open margin requirements on open swap contracts (Note 2).

(f)  All or a portion of this security represents investment of security lending collateral (Note 2).

  As of February 28, 2006, 66.0% of the Net Assets of the Fund was valued using fair value prices based on tools by a third party vendor.

See accompanying notes to the financial statements.

13




GMO Emerging Countries Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value, including securities on loan of $1,884,486
(cost $255,633,697) (Note 2)
  $ 419,616,544    
Cash     79,121    
Foreign currency, at value (cost $4,241,286) (Note 2)     4,229,115    
Receivable for investments sold     25,574    
Receivable for Fund shares sold     768,841    
Dividends and interest receivable     1,444,123    
Foreign taxes receivable     219,975    
Receivable for open swap contracts (Note 2)     291,054    
Payable for closed swap contracts (Note 2)     18,489    
Receivable for expenses reimbursed by Manager (Note 3)     25,468    
Total assets     426,718,304    
Liabilities:  
Payable for investments purchased     16,084    
Collateral on securities loaned (Note 2)     1,985,125    
Payable for Fund shares repurchased     20,958,310    
Accrued capital gain and repatriation taxes payable (Note 2)     64,485    
Payable to affiliate for (Note 3):  
Management fee     209,755    
Shareholder service fee     41,858    
Administration fee – Class M     8,730    
Trustees and Chief Compliance Officer fees     840    
Payable for 12b-1 fee – Class M     22,946    
Accrued expenses     256,483    
Total liabilities     23,564,616    
Net assets   $ 403,153,688    
Net assets consist of:  
Paid-in capital   $ 208,000,428    
Distributions in excess of net investment income     (1,446,929 )  
Accumulated net realized gain     32,328,488    
Net unrealized appreciation     164,271,701    
    $ 403,153,688    
Net assets attributable to:  
Class III shares   $ 346,017,693    
Class M shares   $ 57,135,995    
Shares outstanding:  
Class III     18,022,434    
Class M     2,999,491    
Net asset value per share:  
Class III   $ 19.20    
Class M   $ 19.05    

 

See accompanying notes to the financial statements.

14



GMO Emerging Countries Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends (net of withholding taxes of $1,086,376)   $ 9,480,638    
Interest (including securities lending income of $19,015)     247,200    
Total investment income     9,727,838    
Expenses:  
Management fee (Note 3)     2,240,795    
Shareholder service fee – Class III (Note 3)     425,349    
12b-1 fee – Class M (Note 3)     152,929    
Administration fee – Class M (Note 3)     122,344    
Custodian and fund accounting agent fees     876,363    
Transfer agent fees     45,989    
Audit and tax fees     83,782    
Legal fees     7,904    
Trustees fees and related expenses (Note 3)     6,537    
Registration fees     31,808    
Miscellaneous     11,045    
Total expenses     4,004,845    
Fees and expenses reimbursed by Manager (Note 3)     (30,576 )  
Net expenses     3,974,269    
Net investment income (loss)     5,753,569    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments (net of foreign capital gains tax and CPMF
tax of $24,591 and $11,524, respectively) (Note 2)
    57,174,525    
Closed swap contracts     18,489    
Foreign currency, forward contracts and foreign currency related transactions     (284,262 )  
Net realized gain (loss)     56,908,752    
Change in net unrealized appreciation (depreciation) on:  
Investments (net of foreign capital gains tax accrual of $65,555) (Note 2)     53,124,531    
Open swap contracts     291,054    
Foreign currency, forward contracts and foreign currency related transactions     (16,597 )  
Net unrealized gain (loss)     53,398,988    
Net realized and unrealized gain (loss)     110,307,740    
Net increase (decrease) in net assets resulting from operations   $ 116,061,309    

 

See accompanying notes to the financial statements.

15



GMO Emerging Countries Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 5,753,569     $ 5,625,787    
Net realized gain (loss)     56,908,752       46,634,322    
Change in net unrealized appreciation (depreciation)     53,398,988       12,243,929    
Net increase (decrease) in net assets from operations     116,061,309       64,504,038    
Distributions to shareholders from:  
Net investment income  
Class III     (6,104,851 )     (4,433,864 )  
Class M     (951,842 )     (1,026,623 )  
Total distributions from net investment income     (7,056,693 )     (5,460,487 )  
Net realized gains  
Class III     (31,132,069 )     (34,276,629 )  
Class M     (6,343,672 )     (9,292,661 )  
Total distributions from net realized gains     (37,475,741 )     (43,569,290 )  
      (44,532,434 )     (49,029,777 )  
Net share transactions (Note 7):  
Class III     37,400,362       (12,170,481 )  
Class M     (23,889,400 )     6,619,994    
Increase (decrease) in net assets resulting from net share transactions     13,510,962       (5,550,487 )  
Total increase (decrease) in net assets     85,039,837       9,923,774    
Net assets:  
Beginning of period     318,113,851       308,190,077    
End of period (including distributions in excess of net
investment income of $1,446,929 and $814,888,
respectively)
  $ 403,153,688     $ 318,113,851    

 

See accompanying notes to the financial statements.

16




GMO Emerging Countries Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 15.99     $ 14.99     $ 8.54     $ 9.65     $ 8.81    
Income (loss) from investment operations:  
Net investment income (loss)     0.28       0.30       0.18       0.08       0.14    
Net realized and unrealized gain (loss)     5.09       3.43       6.71       (1.04 )     0.77    
Total from investment operations     5.37       3.73       6.89       (0.96 )     0.91    
Less distributions to shareholders:  
From net investment income     (0.35 )     (0.31 )     (0.22 )     (0.15 )     (0.07 )  
From net realized gains     (1.81 )     (2.42 )     (0.22 )              
Total distributions     (2.16 )     (2.73 )     (0.44 )     (0.15 )     (0.07 )  
Net asset value, end of period   $ 19.20     $ 15.99     $ 14.99     $ 8.54     $ 9.65    
Total Return(a)      36.38 %     28.76 %     81.45 %     (10.15 )%(b)      10.49 %(b)   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 346,018     $ 249,005     $ 249,844     $ 89,042     $ 72,405    
Net expenses to average daily net assets     1.10 %     1.10 %     1.16 %     1.27 %     1.40 %  
Net investment income to average daily
net assets
    1.68 %     2.12 %     1.82 %     0.78 %     2.12 %  
Portfolio turnover rate     35 %     53 %     57 %     108 %     109 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.01 %     0.05 %     0.06 %     0.31 %     0.17 %  
Purchase premiums and redemption fees
consisted of the following per
share amounts:
                    $ 0.00 (c)    $ 0.04    

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(b)  Calculations exclude purchase premiums and redemption fees which are borne by the shareholder.

(c)  Purchase premiums and redemption fees were less than $0.01 per share. The purchase premium and redemption fee were rescinded effective April 1, 2002.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

17



GMO Emerging Countries Fund

(A Series of GMO Trust)

Financial Highlights — (Continued)
(For a Class M share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003(a)   
Net asset value, beginning of period   $ 15.87     $ 14.91     $ 8.51     $ 9.85    
Income (loss) from investment operations:  
Net investment income (loss)     0.27       0.26       0.11       0.01    
Net realized and unrealized gain (loss)     5.00       3.39       6.71       (1.35 )  
Total from investment operations     5.27       3.65       6.82       (1.34 )  
Less distributions to shareholders:  
From net investment income     (0.28 )     (0.27 )     (0.20 )        
From net realized gains     (1.81 )     (2.42 )     (0.22 )        
Total distributions     (2.09 )     (2.69 )     (0.42 )        
Net asset value, end of period   $ 19.05     $ 15.87     $ 14.91     $ 8.51    
Total Return(b)      35.99 %     28.30 %     80.98 %     (13.60)%**     
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 57,136     $ 69,109     $ 58,346     $ 579    
Net expenses to average daily net assets     1.39 %     1.40 %     1.45 %     1.57 %*   
Net investment income to average daily net assets     1.65 %     1.82 %     1.27 %     0.20 %*   
Portfolio turnover rate     35 %     53 %     57 %     108 %***   
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.01 %     0.05 %     0.06 %     0.41 %*   

 

(a)  Period from July 9, 2002 (commencement of operations) through February 28, 2003.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

†  Calculated using average shares outstanding during the period.

*  Annualized.

**  Not annualized.

***  Calculation represents portfolio turnover of the Fund for the year ended February 28, 2003.

See accompanying notes to the financial statements.

18




GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Emerging Countries Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return through investment in equity securities traded in the securities markets of emerging countries in Asia, Latin America, the Middle East, Africa and Europe ("Emerging Countries"). The Fund's benchmark is the S&P/IFCI Investable Composite Index.

Throughout the year ended February 28, 2006, the Fund had two classes of shares outstanding: Class III and Class M. Class M shares bear an administration fee and a 12b-1 fee, while Class III shares bear a shareholder service fee (See Note 3). The principle economic difference between the classes of shares is the type and level of fees.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. For other assets, and in cases where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's investments will be valued at "fair value", as determined in good faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many

19



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close but before the close of the NYSE. As a result, foreign equity securities held by the Fund are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. As of February 28, 2006, the Fund did not enter into any forward currency contracts.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with the futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver

20



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. As of February 28, 2006, the Fund did not enter into any futures contracts.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. As of February 28, 2006, the Fund did not enter into any purchased option contracts.

21



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. See the Schedule of Investments for indexed securities held by the Fund as of February 28, 2006.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the price of the security or index underlying these transactions. See the Schedule of Investments for a summary of open swap agreements entered into by the Fund as of February 28, 2006.

22



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. As of February 28, 2006, the Fund had loaned securities having a market value of $1,884,486 collateralized by cash in the amount of $1,985,125 which was invested in short-term instruments.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary. Taxes on foreign interest and dividend income are generally withheld in accordance with the applicable country's tax treaty with the United States.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Dividends received by shareholders of the Fund which are derived from foreign source income and foreign taxes paid by the Fund may be treated, to the extent allowable under the Code, as if received and paid by the shareholders of the Fund.

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests. The Fund has recorded a deferred tax liability in respect of unrealized appreciation on foreign securities of $64,485 for potential capital gains and repatriation taxes as of February 28, 2006. The accrual for capital gains and repatriation taxes is included in net unrealized gain (loss) in the Statement of Operations. For the year ended February 28, 2006, the Fund incurred $24,591 in capital gains taxes which is included in net realized gain (loss) in the Statement of Operations.

The Fund is subject to a Contribuição Provisória sobre Movimentações Financiera ("CPMF") tax which is applied to foreign exchange transactions representing capital inflows or outflows to/from the Brazilian market. The CPMF tax has been included in the net realized gain (loss) on investments throughout the year.

23



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

During the year ended February 28, 2006, the Fund incurred $11,524 in CPMF tax which is included in net realized gain (loss) on investments in the Statement of Operations.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $8,983,811 and $16,833,004, respectively and long-term capital gains – $35,548,623 and $32,196,773, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $2,959,480 and $30,867,970 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to passive foreign investment company transactions and losses on wash sale transactions.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 258,560,339     $ 165,479,032     $ (4,422,827 )   $ 161,056,205    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to passive foreign investment company transactions. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 671,083     $ (671,083 )   $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities

24



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Allocation of operating activity

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. Investment income, common expenses and realized and unrealized gains and losses are allocated pro rata between the classes of shares of the Fund based on the relative net assets of each class. Shareholder service, 12b-1, and administration fees, which are directly attributable to a class of shares, are charged to that class's operations.

Investment risks

Investments in securities of issuers in emerging countries present certain risks that are not inherent in many other investments. Many emerging countries present elements of political and/or economic instability. The securities markets of emerging countries are generally smaller and less developed than the securities markets of the U.S. and developed foreign markets. Further, countries may impose various types of foreign currency regulations or controls which may impede the Fund's ability to repatriate amounts it receives. The Fund may acquire interests in securities in anticipation of improving conditions in the related countries. These factors may result in significant volatility in the values of its holdings. The markets in emerging countries are typically less liquid than those of developed markets. Accordingly, the Fund may not be able to realize in an actual sale amounts approximating those used to value its holdings.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.65% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for Class III shares.

Class M shares of the Fund pay GMO an administration fee monthly at an annual rate of 0.20% of average daily Class M net assets for support services provided to Class M shareholders.

Fund Distributors, Inc. (the "Distributor") serves as the Fund's distributor. Pursuant to a Rule 12b-1 distribution and service plan adopted by the Fund, Class M shares of the Fund may pay a fee, at the annual rate of 1.00% of average daily Class M net assets for any activities or expenses primarily intended to result in the sale of Class M shares of the Fund and/or the provision of certain other services incidental thereto. The Trustees currently limit payments on Class M shares to 0.25% of the Fund's average daily net asset value

25



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

attributable to its Class M shares. This fee may be spent by the Distributor on personal services rendered to Class M shareholders of the Fund and/or maintenance of Class M shareholder accounts.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees (Class III only), administration fees (Class M only), 12b-1 fees (Class M only), fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses and transfer taxes) exceed 1.00% of the average daily net assets.

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $3,809 and $2,404, respectively. No remuneration was paid to any other officer of the Trust.

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $118,770,612 and $132,736,782, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related parties

As of February 28, 2006, 28.1% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% Fund's outstanding shares. Investment activities of these shareholders may have a material effect on the Fund.

As of February 28, 2006, 0.1% of the Fund's shares were held by ten related parties comprised of certain GMO employee accounts and, 14.0% of the Fund's shares were held by accounts for which the Manager has investment discretion.

26



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     4,414,349     $ 76,364,209       2,384,407     $ 34,258,956    
Shares issued to shareholders
in reinvestment of distributions
    2,108,709       34,716,984       2,421,224       33,371,388    
Shares repurchased     (4,068,752 )     (73,680,831 )     (5,901,106 )     (79,800,825 )  
Net increase (decrease)     2,454,306     $ 37,400,362       (1,095,475 )   $ (12,170,481 )  
    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class M:   Shares   Amount   Shares   Amount  
Shares sold     1,020,576     $ 16,564,539       1,851,406     $ 26,301,677    
Shares issued to shareholders
in reinvestment of distributions
    456,256       7,295,513       756,405       10,319,284    
Shares repurchased     (2,830,875 )     (47,749,452 )     (2,168,546 )     (30,000,967 )  
Net increase (decrease)     (1,354,043 )   $ (23,889,400 )     439,265     $ 6,619,994    

 

27




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Emerging Countries Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Emerging Countries Fund (the "Fund") (a series of GMO Trust) at February 28, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

28



GMO Emerging Countries Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs; and (2) ongoing costs, including management fees, shareholder service fees, distribution and/or service (12b-1) 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual Expenses

The first line of the table for each class 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
  1 ) Actual     1.12 %   $ 1,000.00     $ 1,301.60     $ 6.39    
2) Hypothetical     1.12 %   $ 1,000.00     $ 1,019.24     $ 5.61    
Class M  
  1 ) Actual     1.41 %   $ 1,000.00     $ 1,300.40     $ 8.04    
2) Hypothetical     1.41 %   $ 1,000.00     $ 1,017.80     $ 7.05    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

29



GMO Emerging Countries Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

During the year ended February 28, 2006, the Fund paid foreign taxes of $1,110,968 and recognized foreign source income of $10,566,463.

The Fund's distributions to shareholders include $35,548,623 from long-term capital gains.

For taxable, non-corporate shareholders, 53.20% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006 $0 and $1,927,118, respectively, or if determined to be different, the qualified short-term capital gains of such year.

30



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W. Glazer, Esq. c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 07/26/1944   Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005) ; Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

31



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/13/1941   Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee3   
W. Nicholas Thorndike c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 03/28/1933   Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

32



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957   Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969   Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968   Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958   Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

33



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964   Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970   Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer,October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970   Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958   Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

34




GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund's complete schedule of portfolio holdings is also available at www.gmo.com.




GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the International Quantitative team at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO International Intrinsic Value Fund returned +18.3% for the fiscal year ended February 28, 2006, as compared to +17.4% for the MSCI EAFE Index and +20.3% for the S&P/Citigroup PMI EPAC Value Style Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in international equity securities throughout the period.

Relative to the S&P/Citigroup PMI EPAC Value Style Index, the strongest positive stock selection impacts came from benchmark stocks not held or held at an underweight. Several of these came from the telecommunications sector and included Vodafone, Telefonica, Telecom Italia, and France Telecom. Compared to MSCI EAFE Index, overweights in energy stocks such as Canadian Natural Resources and OMV helped relative returns.

Country and currency weighting had a negative impact against the value index. Not holding Korea, which as an emerging market is not part of the strategy, hurt returns. Also an overweight position in the weak yen hurt relative returns and outweighed the effects of a smaller overweight in the outperforming Japanese market. The strong U.S. dollar relative to most foreign currencies detracted from returns for U.S. investors. The MSCI EAFE Index returned 12% less in U.S. dollar terms than in local currency.

Sector allocation was positive against both the S&P/Citigroup PMI EPAC Value Style Index and MSCI EAFE Index. The underweight in telecommunications was the most significant positive impact. The position in financials, which outperformed, was greater than EAFE, but lower than the value index, and so was a positive contributor against the former, but a negative against the latter.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Performance for Classes II, IV and M will vary due to different fees. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     95.6 %  
Preferred Stocks     0.6    
Forward Currency Contracts     0.1    
Futures     0.2    
Short-Term Investment(s)     8.0    
Other     (4.5 )  
      100.0 %  
Country Summary   % of Equity Investments  
Japan     26.2 %  
United Kingdom     24.0    
France     8.9    
Germany     8.5    
Netherlands     8.1    
Italy     3.7    
Finland     3.3    
Switzerland     2.6    
Canada     2.5    
Australia     2.5    
Belgium     1.9    
Spain     1.9    
Hong Kong     1.2    
Austria     1.2    
Norway     0.9    
Singapore     0.8    
Sweden     0.8    
Ireland     0.7    
Denmark     0.3    
Malaysia     0.0    
      100.0 %  

 

1



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Financials     33.0 %  
Consumer Discretionary     13.6    
Health Care     11.8    
Energy     10.5    
Utilities     8.0    
Materials     7.3    
Industrials     7.2    
Consumer Staples     4.3    
Telecommunication Services     2.4    
Information Technology     1.9    
      100.0 %  

 

2




GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)

February 28, 2006

Shares   Description   Value ($)  
    COMMON STOCKS — 95.6%  
    Australia — 2.4%  
  1,121,666     Australia and New Zealand Banking Group Ltd     21,333,203    
  661,658     Commonwealth Bank of Australia     21,964,538    
  1,410,612     General Property Trust Units     4,335,313    
  162,153     Macquarie Bank Ltd     7,669,885    
  1,401,987     National Australia Bank Ltd     38,052,542    
  830,172     Promina Group Ltd     3,345,156    
  197,889     Rio Tinto Ltd     10,367,460    
  888,224     Santos Ltd     7,465,612    
  2,398,754     Stockland     11,948,519    
  277,519     Suncorp-Metway Ltd     4,201,623    
  5,190,003     Telstra Corp Ltd     14,768,449    
  828,068     Woolworths Ltd     11,277,650    
      156,729,950    
    Austria — 1.2%  
  72,291     Austrian Airlines * (a)      722,948    
  61,096     Boehler Uddeholm (Bearer)     11,461,737    
  69,213     Flughafen Wien AG     5,582,117    
  37,322     Generali Holding Vienna AG (a)      1,778,955    
  595,933     OMV AG     36,959,312    
  126,213     RHI AG * (a)      3,600,322    
  132,648     Voestalpine AG (a)      15,460,181    
      75,565,572    
    Belgium — 1.8%  
  23,203     Colruyt SA     3,342,614    
  84,992     Delhaize Group (a)      5,669,931    
  1,337,827     Dexia     33,226,395    
  1,653,958     Fortis     58,916,067    
  260,067     UCB SA     12,318,475    
  38,820     Umicore     5,514,244    
      118,987,726    

 

See accompanying notes to the financial statements.

3



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)

February 28, 2006

Shares   Description   Value ($)  
    Canada — 2.4%  
  228,100     BCE Inc     5,543,686    
  360,800     Canadian Imperial Bank of Commerce     25,382,516    
  857,900     Canadian Natural Resources     46,871,407    
  229,400     EnCana Corp     9,487,263    
  75,400     Magna International Inc Class A     5,622,905    
  255,100     National Bank of Canada     14,545,717    
  695,100     Petro - Canada     31,842,057    
  21,400     Quebecor Inc Class B     508,425    
  205,200     Royal Bank of Canada     17,146,194    
      156,950,170    
    Denmark — 0.3%  
  509     AP Moller - Maersk A/S Class A     4,583,709    
  359     AP Moller - Maersk A/S Class B     3,290,405    
  331,200     Danske Bank A/S     11,809,608    
      19,683,722    
    Finland — 3.2%  
  993,600     Fortum Oyj     24,038,238    
  303,000     Kesko Oyj Class B (a)      9,522,482    
  259,700     Metso Oyj     9,569,686    
  4,610,750     Nokia Oyj     85,796,678    
  267,800     Outokumpu Oyj     4,859,314    
  596,154     Rautaruukki Oyj     20,090,006    
  1,970,300     Sampo Oyj Class A     39,490,284    
  38,760     Stockmann Oyj AB Class A     1,524,112    
  38,200     Wartsila Oyj Class A     1,394,471    
  169,100     Wartsila Oyj Class B     6,162,204    
  132,950     Yit Yhtymae Oyj     6,745,575    
      209,193,050    
    France — 8.6%  
  1,099,329     Arcelor     40,170,935    
  61,134     Assurances Generales de France     6,350,531    

 

See accompanying notes to the financial statements.

4



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)

February 28, 2006

Shares   Description   Value ($)  
    France — continued  
  673,979     Axa     23,830,740    
  1,311,222     BNP Paribas     121,349,525    
  35,055     Bongrain SA     2,223,538    
  116,097     Carrefour SA     5,763,276    
  330,057     Cie de Saint-Gobain     22,019,412    
  165,028     Credit Agricole SA     6,027,784    
  79,325     Etablissements Economiques du Casino Guichard-Perrachon SA     4,944,565    
  104,914     European Aero Defense     3,846,128    
  5,686     Fromageries Bel Vache qui Rit     1,077,107    
  198,717     Michelin SA Class B (a)      12,122,162    
  700,080     Peugeot SA     40,812,834    
  305,242     Renault SA     29,331,630    
  328,458     Sanofi-Aventis     27,960,066    
  154,020     Schneider Electric SA     15,738,207    
  3,462,983     SCOR SA     8,322,083    
  315,849     Societe Generale     44,728,593    
  557,025     Total SA     140,091,101    
  93,867     Veolia Environnement     4,907,772    
      561,617,989    
    Germany — 7.7%  
  94,330     Aareal Bank AG * (a)      4,176,951    
  48,325     Adidas-Salomon AG     9,444,052    
  240,580     Allianz AG (Registered)     38,854,900    
  241,567     Altana AG     12,973,831    
  116,288     Bankgesellschaft Berlin AG * (a)      673,852    
  113,054     Bayer AG     4,560,013    
  808,735     Bayerische Motoren Werke AG     38,879,557    
  599,228     Commerzbank AG     21,894,797    
  711,570     DaimlerChrysler AG (Registered)     39,540,234    
  670,493     Depfa Bank Plc     11,179,495    
  427,603     Deutsche Bank AG (Registered)     47,306,476    
  68,611     Deutsche Postbank AG (a)      4,840,451    
  610,857     E. On AG     67,749,060    

 

See accompanying notes to the financial statements.

5



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)

February 28, 2006

Shares   Description   Value ($)  
    Germany — continued  
  118,371     MAN AG     7,469,238    
  87,101     Merck KGaA     8,722,500    
  1,009     Mobilcom AG     26,572    
  324,121     Muenchener Rueckversicherungs AG (Registered)     44,000,981    
  109,405     RWE AG     9,407,617    
  143,147     Salzgitter AG     9,727,052    
  285,891     Schering AG     20,505,385    
  267,135     Suedzucker AG (a)      7,057,812    
  1,422,557     ThyssenKrupp AG (a)      36,034,357    
  659,907     TUI AG (a)      13,033,240    
  697,603     Volkswagen AG (a)      48,854,326    
      506,912,749    
    Hong Kong — 1.2%  
  1,250,000     Cheung Kong Holdings Ltd     13,102,692    
  526,000     Cheung Kong Infrastructure Holdings Ltd     1,649,348    
  2,904,098     CLP Holdings Ltd     16,603,659    
  285,000     Guoco Group     3,547,116    
  1,852,511     Hang Lung Group Co Ltd     4,079,708    
  721,100     Hong Kong Aircraft Engineering Co Ltd     5,691,028    
  4,049,469     Hong Kong Electric Holdings Ltd     18,646,589    
  561,700     Hong Kong Ferry Co Ltd     685,655    
  162     Jardine Matheson Holdings Ltd     2,861    
  194,911     Jardine Strategic Holdings Ltd     2,238,572    
  320,862     Mandarin Oriental International Ltd     319,322    
  602,500     Swire Pacific Ltd Class A     5,752,629    
  1,560,400     Yue Yuen Industrial Holdings     4,817,953    
      77,137,132    
    Ireland — 0.6%  
  673,041     Bank of Ireland     11,973,524    
  901,538     CRH Plc     29,571,983    
      41,545,507    

 

See accompanying notes to the financial statements.

6



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)

February 28, 2006

Shares   Description   Value ($)  
    Italy — 3.4%  
  893,080     Banca Intesa SPA - Di RISP     4,910,442    
  4,153,158     Banca Monte dei Paschi di Siena SPA (a)      21,481,806    
  559,623     Banca Popolare di Milano     7,073,543    
  811,612     Capitalia SPA     6,130,224    
  4,614,857     ENI SPA     131,930,029    
  1,158,482     Fiat SPA * (a)      12,540,963    
  185,747     Fiat SPA - Di RISP *      1,767,978    
  83,051     Fondiaria - Sai SPA     3,326,502    
  256,425     Fondiaria - Sai SPA - Di RISP     7,639,355    
  588,000     Grassetto SPA * (b) (c)      7,010    
  317,390     Italcementi SPA - Di RISP     4,523,717    
  24,342     Italmobiliare SPA     1,868,966    
  607,433     Milano Assicurazioni SPA     4,644,656    
  96,800     Natuzzi SPA ADR     719,224    
  663,010     Sanpaolo IMI SPA     11,700,147    
  491,236     SMI (Societa Metallurgica Italy) *      245,133    
      220,509,695    
    Japan — 25.2%  
  135,130     Acom Co Ltd     8,282,744    
  216,100     Aeon Co Ltd     5,155,469    
  480,000     AIOI Insurance Co Ltd     3,542,246    
  81,000     Aisin Seiki Co Ltd     2,874,600    
  579,000     Asahi Kasei Corp     3,819,297    
  122,100     Autobacs Seven Co Ltd     6,130,841    
  1,419,300     Chubu Electric Power Co Inc     37,621,461    
  225,200     Chugoku Electric Power Co Inc     4,877,792    
  797,000     Cosmo Oil Co Ltd (a)      4,052,120    
  1,270,000     Daido Steel Co Ltd     11,087,113    
  405,100     Daiei Inc * (a)      11,175,904    
  974,280     Daiichi Sankyo Co Ltd *      20,116,014    
  1,671,000     Daikyo Inc * (a)      8,795,751    
  221,900     Daito Trust Construction Co Ltd     10,391,209    
  162,000     Daiwa House Industry Co Ltd     2,592,767    

 

See accompanying notes to the financial statements.

7



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)

February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  371,000     Daiwa Kosho Lease Co Ltd     2,263,595    
  1,009,000     Daiwa Securities Co Ltd     11,979,005    
  433     East Japan Railway Co     3,080,320    
  574,800     Eisai Co Ltd     26,582,978    
  132,000     Ezaki Glico Co Ltd     1,235,737    
  1,027,000     Fuji Electric Holdings Co Ltd     4,801,365    
  3,206,000     Fuji Heavy Industries Ltd (a)      17,372,294    
  747,000     Fujikura Ltd     8,295,560    
  1,538,000     Furukawa Electric Co Ltd *      12,001,802    
  5,789,000     Haseko Corp * (a)      20,171,305    
  110,800     Hitachi Chemical Co Ltd     3,073,388    
  352,100     Hokkaido Electric Power     8,264,357    
  2,093,000     Honda Motor Co Ltd     122,252,737    
  2,719,000     Isuzu Motors Ltd (a)      9,362,742    
  4,280,000     Itochu Corp     35,573,302    
  515     Japan Tobacco Inc     8,847,852    
  137,000     Kajima Corp     802,842    
  307,000     Kandenko Co     2,210,945    
  867,600     Kansai Electric Power Co Inc     20,188,897    
  1,064,000     Kao Corp     28,900,857    
  3,959,000     Kawasaki Heavy Industries Ltd (a)      13,561,508    
  1,195,000     Kawasaki Kisen Kaisha Ltd (a)      7,433,141    
  768,000     Keisei Electric Railway Co (a)      4,939,390    
  4,077,000     Kobe Steel Ltd     15,493,734    
  968,000     Komatsu Ltd     17,167,073    
  218,600     Konami Corp     5,389,637    
  1,131,000     Kubota Corp     11,060,991    
  887,200     Kyushu Electric Power Co Inc     21,400,798    
  616,000     Leopalance21 Corp     22,156,776    
  508,000     Maeda Corp     3,148,179    
  69,000     Makita Corp     2,006,664    
  4,185,000     Marubeni Corp     20,756,241    
  1,900     Maruichi Steel Tube     48,237    
  330,000     Matsushita Electric Industrial Co Ltd     6,939,707    

 

See accompanying notes to the financial statements.

8



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)

February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  3,014,000     Mazda Motor Corp (a)      17,141,423    
  2,583,100     Mitsubishi Corp     59,930,872    
  443,000     Mitsubishi Electric Corp     3,527,673    
  1,627,000     Mitsubishi Heavy Industries     7,641,629    
  2,819,000     Mitsubishi Materials Corp (a)      14,573,262    
  8,194,000     Mitsubishi Motors Corp * (a)      16,944,078    
  1,343,000     Mitsubishi Rayon Co Ltd     10,791,523    
  1,003     Mitsubishi Tokyo Financial Group Inc     14,894,862    
  145,000     Mitsubishi UFJ Securities Corp     2,110,219    
  1,282,000     Mitsui & Co     17,539,641    
  224,000     Mitsui Fudosan Co Ltd     4,653,037    
  462,000     Mitsui Sumitomo Insurance Co Ltd     6,093,085    
  2,533,000     Mitsui Trust Holding Inc     37,138,185    
  3,626     Mizuho Financial Group Inc     28,903,636    
  54,700     Murata Manufacturing Co Ltd     3,373,060    
  219,000     Nagase & Co     2,798,260    
  292,000     NGK Spark Plug Co Ltd     6,619,823    
  361,000     Nikko Cordial Corp     5,682,951    
  67,300     Nintendo Co Ltd     9,925,248    
  151,000     Nippon Corp     1,191,231    
  1,692,000     Nippon Light Metal (a)      4,735,988    
  893,500     Nippon Mining Holdings Inc     6,672,506    
  7,260     Nippon Telegraph & Telephone Corp     31,348,093    
  1,444,000     Nippon Yusen Kabushiki Kaisha     9,393,536    
  675,000     Nishimatsu Construction (a)      2,863,489    
  5,423,300     Nissan Motor Co     62,258,060    
  166,400     Nissin Food Products Co Ltd     5,076,173    
  405,100     Nomura Securities Co Ltd     7,730,573    
  318,000     NSK Ltd     2,437,259    
  7,100     NTT Docomo Inc     10,504,864    
  162,900     Ono Pharmaceutical Co Ltd     7,285,941    
  1,966,000     Orient Corp * (a)      6,973,069    
  103,410     ORIX Corp     27,224,817    
  6,145,000     Osaka Gas Co Ltd     23,527,103    

 

See accompanying notes to the financial statements.

9



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)

February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  137,050     Promise Co Ltd     8,270,486    
  12,492     Resona Holdings Inc *      44,049,403    
  483,000     Ricoh Company Ltd     8,942,914    
  3,000     Royal Co Ltd     45,387    
  101,100     Ryosan Co     2,757,952    
  7,215     SBI Holdings Inc (a)      3,807,679    
  941,000     Shimizu Corp     6,605,563    
  900,000     Shinko Securities Co Ltd     4,626,674    
  546,000     Showa Denko     2,336,221    
  357,500     Showa Shell Sekiyu KK     4,065,911    
  1,015,200     Sojitz Corp * (a)      5,570,846    
  82,000     Stanley Electric Co Ltd     1,575,969    
  1,455,000     Sumitomo Corp     19,656,479    
  917,000     Sumitomo Heavy Industries Ltd     8,200,913    
  7,228,000     Sumitomo Metal Industries Ltd     32,088,455    
  1,621,000     Taiheiyo Cement Co Ltd     6,975,009    
  644,000     Taisho Pharmaceutical Co Ltd     13,632,032    
  381,000     Takashimaya Co Ltd     5,519,318    
  3,243,200     Takeda Pharmaceutical Co Ltd     180,660,717    
  74,490     Takefuji Corp     4,780,253    
  868,300     Tohoku Electric Power Co Inc     19,647,416    
  341,000     Tokuyama Corp (a)      5,087,531    
  791,300     Tokyo Electric Power Co Inc     21,360,615    
  3,569,000     Tokyo Gas Co Ltd     16,249,706    
  208,000     Tokyo Tatemono Co Ltd     2,011,806    
  1,547,000     Tomen Corp * (a)      2,459,601    
  892,000     TonenGeneral Sekiyu KK (a)      8,915,319    
  574,000     Toray Industries Inc     4,422,644    
  158,000     Toyo Suisan Kaisha Ltd     2,303,711    
  121,800     Toyota Industries Corp     4,872,827    
  1,184,600     Toyota Motor Corp     63,148,004    
  89,000     Toyota Tsusho Kaisha (a)      2,060,003    
  2,231,000     Ube Industries Ltd     6,583,031    
  105,000     Wacoal Corp (a)      1,447,633    

 

See accompanying notes to the financial statements.

10



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)

February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  240,000     Yamaha Corp Ltd     4,123,919    
  192,200     Yamaha Motor Co Ltd     4,383,388    
      1,652,029,788    
    Malaysia — 0.0%  
  751,000     Promet Berhad * (b) (c)      2,021    
    Netherlands — 7.8%  
  5,634,452     ABN Amro Holdings NV     164,192,243    
  4,215,749     Aegon NV     69,519,550    
  488,346     Akzo Nobel NV     24,791,167    
  168,337     Corio NV     11,060,839    
  255,681     DSM NV     10,633,464    
  14,788     Gamma Holdings NV     660,890    
  382,222     Heineken NV     14,392,289    
  5,231,075     ING Groep NV     196,614,972    
  177,968     Koninklijke Wessanen NV (a)      2,799,585    
  372,504     OCE NV (a)      6,444,361    
  127,686     TNT NV     4,153,446    
  61,825     Wereldhave NV     6,590,978    
      511,853,784    
    Norway — 0.9%  
  85,530     Aker ASA     3,406,756    
  219,169     DnB NOR ASA     2,659,211    
  330,717     Norsk Hydro ASA     38,737,878    
  425,200     Statoil ASA     10,888,849    
      55,692,694    
    Singapore — 0.7%  
  1,429,000     Capitaland Ltd     3,681,227    
  2,440,000     DBS Group Holdings Ltd     24,541,362    
  393,000     Fraser & Neave Ltd     4,606,735    
  254,193     Haw Par Corp Ltd     891,313    
  810,104     Hotel Properties Ltd     802,015    

 

See accompanying notes to the financial statements.

11



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)

February 28, 2006

Shares   Description   Value ($)  
    Singapore — continued  
  469,000     Overseas Chinese Town Group     1,959,336    
  3,241,100     Sembcorp Industrie     6,202,536    
  1,881,201     Straits Trading Co Ltd     3,542,919    
      46,227,443    
    Spain — 1.8%  
  555,739     Banco Santander Central Hispano SA     8,119,093    
  507,138     Endesa SA     16,981,645    
  38,036     Fomento de Construcciones y Contratas SA     2,585,999    
  300,886     Gas Natural SDG SA     9,152,560    
  1,033,457     Iberdrola SA     32,595,342    
  90,910     Metrovacesa SA     6,768,075    
  1,244,380     Repsol YPF SA     34,782,320    
  280,805     Sacyr Vallehermoso SA     7,895,023    
      118,880,057    
    Sweden — 0.8%  
  428,200     Electrolux AB     11,842,937    
  302,300     Holmen AB Class B (a)      11,727,276    
  414,400     Nordea AB     4,684,209    
  136,300     Svenska Cellulosa - Series B Free     5,715,693    
  348,300     Swedish Match AB     4,664,009    
  971,300     Tele2 AB Class B (a)      10,483,289    
      49,117,413    
    Switzerland — 2.5%  
  5,373     Banque Cantonale Vaudoise     1,720,129    
  390,650     Credit Suisse Group     21,636,224    
  42,148     Nestle SA (Registered)     12,391,666    
  54,477     Swiss Life Holding     10,099,424    
  197,369     Swiss Reinsurance Co (Registered)     14,059,647    
  12,415     Valora Holding AG *      2,522,800    
  433,908     Zurich Financial Services AG *      102,464,665    
      164,894,555    

 

See accompanying notes to the financial statements.

12



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)

February 28, 2006

Shares   Description   Value ($)  
    United Kingdom — 23.1%  
  831,195     Alliance & Leicester Plc     15,581,783    
  366,365     AMEC     2,547,364    
  582,328     Anglo American Plc     21,693,290    
  318,997     Arriva Plc     3,370,745    
  3,127,313     AstraZeneca Plc     144,428,139    
  2,622,709     Aviva Plc     36,287,775    
  1,479,491     Barclays Plc     17,329,282    
  1,346,923     Barratt Developments Plc     24,400,613    
  1,048,520     BBA Group Plc     4,923,194    
  259,103     Berkeley Group Holdings Plc *      5,061,638    
  1,265,525     Boots Group Plc     15,737,235    
  4,337,308     BP Plc     47,979,545    
  1,231,772     British American Tobacco Plc     29,347,046    
  511,082     British Energy Plc (Deferred Shares) * (b) (c)         
  19,363,957     BT Group Plc     69,841,541    
  1,943,886     Cadbury Schweppes Plc     19,747,003    
  7,404,830     Centrica Plc     37,719,511    
  3,395,729     Cobham Group Plc     10,114,645    
  6,228,832     DSG International Plc     18,782,877    
  880,034     Friends Provident Plc     3,190,761    
  484,609     Gallaher Group Plc     7,509,195    
  10,454,585     GlaxoSmithKline Plc     265,536,184    
  723,962     GUS Plc     13,322,539    
  793,197     Hanson Plc     9,683,218    
  5,608,797     HBOS Plc     104,453,211    
  974,275     IMI Plc     8,931,620    
  947,656     Imperial Chemical Industries Plc     5,588,929    
  1,194,881     Imperial Tobacco Group Plc     35,935,952    
  115,430     Inchcape Plc     4,873,187    
  2,355,235     J Sainsbury Plc     13,224,348    
  4,427,945     Kingfisher Plc     17,710,446    
  720,308     Ladbrokes Group     4,649,652    
  6,818,983     Lloyds TSB Group Plc     66,241,004    
  75,156     Man Group Plc     3,044,495    

 

See accompanying notes to the financial statements.

13



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)

February 28, 2006

Shares   Description   Value ($)  
    United Kingdom — continued  
  1,415,404     National Grid Plc     14,881,913    
  896,954     Next Plc     25,942,919    
  2,824,310     Northern Foods Plc     6,820,340    
  535,419     Northern Rock Plc     10,577,779    
  1,047,897     Rio Tinto Plc     49,316,288    
  9,940,572     Royal & Sun Alliance Insurance Group     22,666,041    
  2,022,242     Royal Bank of Scotland Group     67,641,837    
  2,257,433     Royal Dutch Shell Group Class A     68,055,947    
  873,161     Royal Dutch Shell Plc B Shares     27,452,608    
  181,255     Schroders Plc     3,654,523    
  1,682,746     Scottish & Southern Energy Plc     33,892,360    
  2,619,749     Scottish Power Plc     26,797,962    
  758,229     Smith WH Plc     5,425,375    
  2,324,291     Taylor Woodrow Plc     16,940,096    
  636,083     Tomkins Plc     3,713,450    
  445,740     Unilever Plc     4,586,152    
  545,066     United Utilities Plc     6,526,532    
  5,783,081     Vodafone Group Plc     11,080,403    
  1,814,617     Wimpey (George) Plc     17,593,186    
      1,512,353,678    
    TOTAL COMMON STOCKS (COST $4,950,527,466)     6,255,884,695    
    PREFERRED STOCKS — 0.6%  
    Germany — 0.4%  
  14,406     Fresenius Medical Care AG (Non Voting) 0.92%     2,311,722    
  32,886     Henkel KGaA 1.46%     3,628,357    
  75,505     RWE AG 2.70%     5,944,777    
  9,000     Villeroy & Boch AG (Non Voting) 5.64%     140,469    
  308,783     Volkswagen AG 2.82%     15,911,537    
      27,936,862    

 

See accompanying notes to the financial statements.

14



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)

February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  

 

    Italy — 0.2%  
  2,815,875     Compagnia Assicuratrice Unipol 5.02%     7,372,886    
  155,430     Fiat SPA *      1,341,764    
  275,190     IFI Istituto Finanziario Industries *      5,164,751    
      13,879,401    
    TOTAL PREFERRED STOCKS (COST $30,853,715)     41,816,263    
    SHORT-TERM INVESTMENT(S) — 8.0%  
  183,400,000     Royal Bank of Canada Time Deposit, 4.53%, due 03/01/06     183,400,000    
  314,278,281     The Boston Global Investment Trust (d)      314,278,281    
  25,950,000     U.S. Treasury Bill, 4.64%, due 08/24/06 (e) (f)      25,379,411    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $523,054,884)     523,057,692    
    TOTAL INVESTMENTS — 104.2%
(Cost $5,504,436,065)
    6,820,758,650    
        Other Assets and Liabilities (net) — (4.2%)     (277,111,102 )  
    TOTAL NET ASSETS — 100.0%   $ 6,543,647,548    

 

See accompanying notes to the financial statements.

15



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Forward Currency Contracts


Settlement
Date
 

Deliver/Receive
 

Units of Currency
 

Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys  
    5/26/06   AUD 6,657,304     $ 4,934,427     $ 28,294    
    5/26/06   CAD 2,069,075       1,824,853       30,873    
    5/26/06   CHF 230,704,930       177,398,352       (46,554 )  
    5/26/06   HKD 129,297,010       16,688,689       (15,488 )  
    5/26/06   JPY 50,530,897,923       441,498,791       9,719,458    
    5/26/06   NOK 1,550,521,687       231,029,489       587,799    
    5/26/06   SEK 2,498,307,015       317,781,360       (2,405,824 )  
    5/26/06   SGD 47,776,510       29,537,407       197,229    
    $ 8,095,787    
Sales  
5/26/06   DKK     141,173,848     $ 22,665,392     $ (29,921 )  
    5/26/06   EUR 337,344,053       404,216,327       (412,604 )  
    5/26/06   GBP 266,689,292       468,165,274       (3,424,506 )  
    5/26/06   HKD 732,262,417       94,514,946       724    
    5/26/06   JPY 3,432,150,000       29,987,397       (583,670 )  
    $ (4,449,977 )  

 

See accompanying notes to the financial statements.

16



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Futures Contracts

Number of
Contracts
  Type   Expiration Date   Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  66     CAC 40   March 2006   $ 3,936,684     $ 32,081    
  701     DAX   March 2006     121,254,517       8,830,031    
  8     Hang Seng   March 2006     816,664       12,519    
  9     IBEX 35   March 2006     1,262,738       34,751    
  167     MSCI Singapore   March 2006     6,066,552       97,885    
  67     OMXS30   March 2006     841,654       (1,949 )  
  96     S&P / MIB   March 2006     21,579,680       1,391,934    
  1,834     TSE TOPIX   March 2006     262,690,337       9,441,413    
    $ 19,838,665    
Sales      
  1,644     FTSE 100   March 2006   $ 166,233,215     $ (2,846,675 )  
  764     S&P Toronto 60   March 2006     88,685,714       (3,714,242 )  
  153     SPI 200   March 2006     13,984,468       (288,607 )  
    $ (6,849,524 )  

 

At February 28, 2006 the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

*  Non-income producing security.

(a)  All or a portion of this security is out on loan (Note 2).

(b)  Bankrupt issuer.

(c)  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees of GMO Trust (Note 2).

(d)  All or a portion of this security represents investment of security lending collateral (Note 2).

(e)  Rate shown represents yield-to-maturity.

(f)  All or a portion of this security has been segregated to cover margin requirements on open financial futures contracts (Note 2).

  As of February 28, 2006, 93.4% of the Net Assets of the Fund was valued using fair value prices based on tools by a third party vendor.

Currency Abbreviations:

AUD - Australian Dollar   HKD - Hong Kong Dollar  
CAD - Canadian Dollar   JPY - Japanese Yen  
CHF - Swiss Franc   NOK - Norwegian Krone  
DKK - Danish Krone   SEK - Swedish Krona  
EUR - Euro   SGD - Singapore Dollar  
GBP - British Pound    

 

See accompanying notes to the financial statements.

17




GMO International Intrinsic Value Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value, including securities on loan of $295,552,197
(cost $5,504,436,065) (Note 2)
  $ 6,820,758,650    
Cash     765,346    
Foreign currency, at value (cost $8,021,285) (Note 2)     8,065,221    
Receivable for Fund shares sold     31,230,489    
Dividends and interest receivable     10,853,822    
Foreign taxes receivable     927,803    
Unrealized appreciation on open forward currency and cross currency contracts (Note 2)     10,564,377    
Receivable for variation margin on open futures contracts (Note 2)     1,193,873    
Receivable for expenses reimbursed by Manager (Note 3)     383,913    
Total assets     6,884,743,494    
Liabilities:  
Collateral on securities loaned (Note 2)     314,278,281    
Payable for Fund shares repurchased     15,644,761    
Payable to affiliate for (Note 3):  
Management fee     2,676,221    
Shareholder service fee     630,677    
Administration fee – Class M     4,512    
Trustees and Chief Compliance Officer fees     11,550    
Payable for 12b-1 fee – Class M     11,562    
Unrealized depreciation on open forward currency and cross currency contracts (Note 2)     6,918,567    
Accrued expenses     919,815    
Total liabilities     341,095,946    
Net assets   $ 6,543,647,548    

 

See accompanying notes to the financial statements.

18



GMO International Intrinsic Value Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006 — (Continued)

Net assets consist of:  
Paid-in capital   $ 5,025,408,553    
Distributions in excess of net investment income     (2,009,307 )  
Accumulated net realized gain     187,238,893    
Net unrealized appreciation     1,333,009,409    
    $ 6,543,647,548    
Net assets attributable to:  
Class II shares   $ 567,312,901    
Class III shares   $ 2,795,609,547    
Class IV shares   $ 3,150,741,286    
Class M shares   $ 29,983,814    
Shares outstanding:  
Class II     17,534,037    
Class III     85,781,273    
Class IV     96,707,685    
Class M     928,967    
Net asset value per share:  
Class II   $ 32.35    
Class III   $ 32.59    
Class IV   $ 32.58    
Class M   $ 32.28    

 

See accompanying notes to the financial statements.

19



GMO International Intrinsic Value Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends (net of withholding taxes of $12,991,279)   $ 145,700,602    
Interest (including securities lending income of $4,900,909)     13,556,327    
Total investment income     159,256,929    
Expenses:  
Management fee (Note 3)     27,990,882    
Shareholder service fee – Class II (Note 3)     818,481    
Shareholder service fee – Class III (Note 3)     3,432,060    
Shareholder service fee – Class IV (Note 3)     2,250,832    
12b-1 fee – Class M (Note 3)     56,219    
Administration fee – Class M (Note 3)     44,975    
Custodian and fund accounting agent fees     2,345,673    
Transfer agent fees     79,069    
Audit and tax fees     72,293    
Legal fees     99,642    
Trustees fees and related expenses (Note 3)     95,630    
Registration fees     215,299    
Miscellaneous     151,299    
Total expenses     37,652,354    
Fees and expenses reimbursed by Manager (Note 3)     (2,909,623 )  
Net expenses     34,742,731    
Net investment income (loss)     124,514,198    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     360,335,198    
Closed futures contracts     33,263,055    
Foreign currency, forward contracts and foreign currency related transactions     (54,323,162 )  
Net realized gain (loss)     339,275,091    
Change in net unrealized appreciation (depreciation) on:  
Investments     500,232,826    
Open futures contracts     11,439,002    
Foreign currency, forward contracts and foreign currency related transactions     (1,575,256 )  
Net unrealized gain (loss)     510,096,572    
Net realized and unrealized gain (loss)     849,371,663    
Net increase (decrease) in net assets resulting from operations   $ 973,885,861    

 

See accompanying notes to the financial statements.

20



GMO International Intrinsic Value Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 124,514,198     $ 63,901,035    
Net realized gain (loss)     339,275,091       201,214,536    
Change in net unrealized appreciation (depreciation)     510,096,572       419,859,759    
Net increase (decrease) in net assets from operations     973,885,861       684,975,330    
Distributions to shareholders from:  
Net investment income  
Class II     (5,167,158 )     (4,280,990 )  
Class III     (30,272,073 )     (35,499,046 )  
Class IV     (33,052,892 )     (41,320,160 )  
Class M     (236,681 )     (300,026 )  
Total distributions from net investment income     (68,728,804 )     (81,400,222 )  
Net realized gains  
Class II     (19,940,346 )     (306,128 )  
Class III     (115,581,160 )     (2,370,968 )  
Class IV     (123,159,753 )     (2,783,896 )  
Class M     (1,142,022 )     (22,496 )  
Total distributions from net realized gains     (259,823,281 )     (5,483,488 )  
      (328,552,085 )     (86,883,710 )  
Net share transactions (Note 7):  
Class II     285,566,330       115,923,125    
Class III     711,856,761       196,107,018    
Class IV     643,540,098       1,022,324,690    
Class M     8,835,593       8,573,018    
Increase (decrease) in net assets resulting from net share
transactions
    1,649,798,782       1,342,927,851    
Total increase (decrease) in net assets     2,295,132,558       1,941,019,471    
Net assets:  
Beginning of period     4,248,514,990       2,307,495,519    
End of period (including distributions in excess of net
investment income of $2,009,307 and $10,937,487,
respectively)
  $ 6,543,647,548     $ 4,248,514,990    

 

See accompanying notes to the financial statements.

21




GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class II share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 29.04     $ 24.18     $ 16.04     $ 17.41     $ 20.30    
Income (loss) from investment operations:  
Net investment income (loss)      0.65       0.49       0.44       0.37       0.28    
Net realized and unrealized gain (loss)     4.45       5.07       8.31       (1.05 )     (2.44 )  
Total from investment operations     5.10       5.56       8.75       (0.68 )     (2.16 )  
Less distributions to shareholders:  
From net investment income     (0.36 )     (0.66 )     (0.61 )     (0.69 )     (0.73 )  
From net realized gains     (1.43 )     (0.04 )                    
Total distributions     (1.79 )     (0.70 )     (0.61 )     (0.69 )     (0.73 )  
Net asset value, end of period   $ 32.35     $ 29.04     $ 24.18     $ 16.04     $ 17.41    
Total Return(a)      18.16 %     23.17 %     54.99 %     (4.11 )%     (10.71 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 567,313     $ 231,695     $ 85,625     $ 67,896     $ 42,495    
Net expenses to average daily net assets     0.76 %     0.76 %     0.76 %     0.76 %     0.76 %  
Net investment income to average daily
net assets
    2.16 %     1.88 %     2.15 %     2.06 %     1.56 %  
Portfolio turnover rate     38 %     46 %     44 %     51 %     51 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.06 %     0.07 %     0.09 %     0.10 %     0.10 %  

 

†  Calculated using average shares outstanding throughout the period.

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

See accompanying notes to the financial statements.

22



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 29.23     $ 24.32     $ 16.13     $ 17.50     $ 20.37    
Income (loss) from investment operations:  
Net investment income (loss)      0.72       0.59       0.45       0.40       0.44    
Net realized and unrealized gain (loss)     4.44       5.02       8.36       (1.08 )     (2.59 )  
Total from investment operations     5.16       5.61       8.81       (0.68 )     (2.15 )  
Less distributions to shareholders:  
From net investment income     (0.37 )     (0.66 )     (0.62 )     (0.69 )     (0.72 )  
From net realized gains     (1.43 )     (0.04 )                    
Total distributions     (1.80 )     (0.70 )     (0.62 )     (0.69 )     (0.72 )  
Net asset value, end of period   $ 32.59     $ 29.23     $ 24.32     $ 16.13     $ 17.50    
Total Return(a)      18.26 %     23.28 %     55.05 %     (4.05 )%     (10.60 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 2,795,610     $ 1,804,485     $ 1,350,850     $ 845,997     $ 1,053,104    
Net expenses to average daily net assets     0.69 %     0.69 %     0.69 %     0.69 %     0.69 %  
Net investment income to average daily
net assets
    2.39 %     2.30 %     2.22 %     2.26 %     2.37 %  
Portfolio turnover rate     38 %     46 %     44 %     51 %     51 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.06 %     0.07 %     0.09 %     0.10 %     0.10 %  

 

†  Calculated using average shares outstanding throughout the period.

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

See accompanying notes to the financial statements.

23



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class IV share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 29.22     $ 24.31     $ 16.12     $ 17.50     $ 20.37    
Income (loss) from investment operations:  
Net investment income (loss)      0.74       0.54       0.43       0.38       0.36    
Net realized and unrealized gain (loss)     4.43       5.09       8.39       (1.05 )     (2.49 )  
Total from investment operations     5.17       5.63       8.82       (0.67 )     (2.13 )  
Less distributions to shareholders:  
From net investment income     (0.38 )     (0.68 )     (0.63 )     (0.71 )     (0.74 )  
From net realized gains     (1.43 )     (0.04 )                    
Total distributions     (1.81 )     (0.72 )     (0.63 )     (0.71 )     (0.74 )  
Net asset value, end of period   $ 32.58     $ 29.22     $ 24.31     $ 16.12     $ 17.50    
Total Return(a)      18.32 %     23.37 %     55.15 %     (4.02 )%     (10.52 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 3,150,741     $ 2,193,988     $ 863,612     $ 334,240     $ 248,579    
Net expenses to average daily net assets     0.63 %     0.63 %     0.63 %     0.63 %     0.63 %  
Net investment income to average daily
net assets
    2.45 %     2.06 %     2.08 %     2.13 %     1.97 %  
Portfolio turnover rate     38 %     46 %     44 %     51 %     51 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.06 %     0.07 %     0.09 %     0.10 %     0.10 %  

 

†  Calculated using average shares outstanding throughout the period.

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

See accompanying notes to the financial statements.

24



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class M share outstanding throughout each period)

    Year Ended February 28/29,  
    2006   2005   2004(a)   
Net asset value, beginning of period   $ 28.98     $ 24.15     $ 20.92    
Income (loss) from investment operations:  
Net investment income (loss)      0.61       0.44       0.01    
Net realized and unrealized gain (loss)     4.41       5.04       3.73    
Total from investment operations     5.02       5.48       3.74    
Less distributions to shareholders:  
From net investment income     (0.29 )     (0.61 )     (0.51 )  
From net realized gains     (1.43 )     (0.04 )        
Total distributions     (1.72 )     (0.65 )     (0.51 )  
Net asset value, end of period   $ 32.28     $ 28.98     $ 24.15    
Total Return(b)      17.92 %     22.88 %     18.06 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 29,984     $ 18,347     $ 7,408    
Net expenses to average daily net assets     0.99 %     0.99 %     0.99 %*   
Net investment income to average daily net assets     2.07 %     1.72 %     0.12 %*   
Portfolio turnover rate     38 %     46 %     44 %††   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.06 %     0.07 %     0.09 %*   

 

(a)  Period from October 2, 2003 (commencement of operations) to February 29, 2004.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown.

†  Calculated using average shares outstanding throughout the period.

††  Calculation represents portfolio turnover of the Fund for the year ended February 29, 2004.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

25




GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.   Organization

GMO International Intrinsic Value Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks high total return through investment in equity securities of non-U.S. issuers. The Fund's benchmark is the S&P/Citigroup Primary Market Index ("PMI") Europe, Pacific, Asia Composite ("EPAC") Value Style Index.

Throughout the year ended February 28, 2006, the Fund had four classes of shares outstanding: Class II, Class III, Class IV and Class M. Class M shares bear an administration fee and a 12b-1 fee while classes II, III, and IV bear a shareholder service fee (See Note 3). The principal economic difference among the classes of shares is the type and level of fees borne by the classes. Eligibility for and automatic conversion among the various classes of shares, except Class M, is generally based on the total amount of assets invested in the Fund or with GMO, as more fully outlined in the Fund's prospectus.

2.   Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. For other assets, and in cases where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's investments will be valued at "fair value", as determined in good faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the

26



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Manager becomes aware of information or events that would materially affect its value. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange ("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close but before the close of the NYSE. As a result, foreign equity securities held by the Fund are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. The value of the currencies the Fund has committed to buy or sell is shown in the Schedule of Investments and represents the currency exposure the Fund has acquired or hedged through forward currency contracts as of February 28, 2006.

Futures contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with

27



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

the futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to

28



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. As of February 28, 2006, the Fund did not enter into any purchased option contracts.

Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the price of the security or index underlying these transactions. As of February 28, 2006, the Fund did not enter into any swap agreements.

29



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Delayed delivery commitments

The Fund may purchase or sell securities on a when-issued or forward commitment basis. Payment and delivery may take a month or more after the date of the transaction. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. Collateral consisting of liquid securities or cash and cash equivalents is maintained with the custodian in an amount at least equal to these commitments. As of February 28, 2006, the Fund did not enter into any delayed delivery commitments.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. As of February 28, 2006, the Fund had loaned securities having a market value of $295,552,197, collateralized by cash in the amount of $314,278,281, which was invested in short-term instruments.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income, if any, and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary. Taxes on foreign interest and dividend income are generally withheld in accordance with the applicable country's tax treaty with the United States.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Dividends received by shareholders of the Fund which are derived from foreign source income and foreign taxes paid by the Fund may be treated, to the extent allowable under the Code, as if received and paid by the shareholders of the Fund.

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests.

30



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the years ended February 28, 2006 and February 28, 2005, the tax basis of distributions paid were as follows: ordinary income – $136,329,451 and $81,400,222, respectively and long-term capital gains – $192,222,634 and $5,483,488, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $66,204,933 and $138,284,659 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary differences between book and tax basis distributable earnings are primarily due to passive foreign investment company transactions, foreign currency transactions and losses on wash sale transactions.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:



Aggregate Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 5,520,174,370     $ 1,341,862,016     $ (41,277,736 )   $ 1,300,584,280    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to foreign currency transactions and passive foreign investment company transactions. The financial highlights exclude these adjustments.

Distributions in
Excess of Net
Investment Income
  Accumulated
Net Realized Gain
  Paid-in Capital  
$ (46,857,214 )   $ 46,865,230     $ (8,016 )  

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of

31



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Allocation of operating activity

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. Investment income, common expenses and realized and unrealized gains and losses are allocated pro rata among the classes of shares of the Fund based on the relative net assets of each class. Shareholder service, 12b-1, and administration fees, which are directly attributable to a class of shares, are charged to that class's operations.

Investment risks

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

3.   Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.54% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets of each class at the annual rate of 0.22% for Class II shares, 0.15% for Class III shares, and 0.09% for Class IV shares.

Class M shares of the Fund pay GMO an administration fee monthly at the annual rate of 0.20% of average daily Class M net assets for support services provided to Class M shareholders.

Fund Distributors, Inc. (the "Distributor") serves as the Fund's distributor. Pursuant to a Rule 12b-1 distribution plan adopted by the Fund, Class M shares of the Fund may pay a fee, at the annual rate of 1.00% of average daily Class M net assets for any activities or expenses primarily intended to result in the sale of Class M shares of the Fund and/or the provision of certain other services incidental thereto. The Trustees currently limit payments on class M shares to 0.25% of the Fund's average net asset value attributable to its Class M shares. This fee may be spent by the Distributor on personal services rendered to Class M shareholders of the Fund and/or maintenance of Class M shareholder accounts.

32



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees (Class II, Class III and Class IV only), administration fees (Class M only), 12b-1 fees (Class M only), fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.54% of the average daily net assets.

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $57,691 and $35,918, respectively. No remuneration was paid to any other officer of the Trust.

4.   Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 28, 2006 aggregated $3,198,738,380 and $1,860,632,262, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related parties

As of February 28, 2006, 12.4% of the outstanding shares of the Fund were held by one shareholder. Investment activities of this shareholder may have a material effect on the Fund.

As of February 28, 2006, 0.4% of the Fund's shares were held by nine related parties comprised of certain GMO employee accounts, and 56.2% of the Fund's shares were held by accounts for which the Manager has investment discretion.

33



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class II:   Shares   Amount   Shares   Amount  
Shares sold     10,781,673     $ 322,871,948       6,377,984     $ 168,794,136    
Shares issued to shareholders
in reinvestment of distributions
    775,560       23,182,022       144,228       3,997,525    
Shares repurchased     (2,000,773 )     (60,487,640 )     (2,085,668 )     (56,868,536 )  
Net increase (decrease)     9,556,460     $ 285,566,330       4,436,544     $ 115,923,125    
    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     46,072,831     $ 1,375,785,693       28,163,066     $ 756,569,217    
Shares issued to shareholders
in reinvestment of distributions
    4,646,865       139,574,505       1,025,850       28,475,859    
Shares repurchased     (26,670,593 )     (803,503,437 )     (22,996,855 )     (588,938,058 )  
Net increase (decrease)     24,049,103     $ 711,856,761       6,192,061     $ 196,107,018    
    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     31,247,212     $ 932,957,292       45,473,301     $ 1,175,551,297    
Shares issued to shareholders
in reinvestment of distributions
    4,986,675       149,411,212       1,351,198       37,496,919    
Shares repurchased     (14,616,668 )     (438,828,406 )     (7,251,746 )     (190,723,526 )  
Net increase (decrease)     21,617,219     $ 643,540,098       39,572,753     $ 1,022,324,690    

 

34



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

    Year Ended
February 28, 2006
  Year Ended
February 28, 2005
 
Class M:   Shares   Amount   Shares   Amount  
Shares sold     327,947     $ 9,736,006       357,710     $ 9,318,333    
Shares issued to shareholders
in reinvestment of distributions
    46,378       1,378,703       11,712       322,522    
Shares repurchased     (78,413 )     (2,279,116 )     (43,165 )     (1,067,837 )  
Net increase (decrease)     295,912     $ 8,835,593       326,257     $ 8,573,018    

 

35




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO International Intrinsic Value Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO International Intrinsic Value Fund (the "Fund") (a series of GMO Trust) at February 28, 2006 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

36



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs; and (2) ongoing costs, including management fees, shareholder service fees, distribution and/or service (12b-1) 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual Expenses

The first line of the table for each class 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

37



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Fund Expenses — (Continued)
February 28, 2006 (Unaudited)

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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class II      
1) Actual     0.76 %   $ 1,000.00     $ 1,140.00     $ 4.03    
2) Hypothetical     0.76 %   $ 1,000.00     $ 1,021.03     $ 3.81    
Class III      
1) Actual     0.69 %   $ 1,000.00     $ 1,140.70     $ 3.66    
2) Hypothetical     0.69 %   $ 1,000.00     $ 1,021.37     $ 3.46    
Class IV      
1) Actual     0.63 %   $ 1,000.00     $ 1,141.10     $ 3.34    
2) Hypothetical     0.63 %   $ 1,000.00     $ 1,021.67     $ 3.16    
Class M      
1) Actual     0.99 %   $ 1,000.00     $ 1,139.00     $ 5.25    
2) Hypothetical     0.99 %   $ 1,000.00     $ 1,019.89     $ 4.96    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

38



GMO International Intrinsic Value Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

During the year ended February 28, 2006, the Fund paid foreign taxes of $12,992,650 and recognized foreign source income of $158,679,269.

The Fund's distributions to shareholders include $192,222,634 from long-term capital gains.

For taxable, non-corporate shareholders, 83.43% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 28, 2006, $3,890,924 and $51,453,041, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

39



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary, Provant, Inc.; Author of Legal Treatises.     54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

40



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

41



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

42



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

43




GMO Developed World Stock Fund

(A Series of GMO Trust)

Annual Report

February 28, 2006



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.




GMO Developed World Stock Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the International Quantitative team at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

Since inception on August 1, 2005, the Class III shares of the GMO Developed World Stock Fund returned +11.5% for the fiscal year ended February 28, 2006, as compared to +10.8% for the MSCI World Index for the same period. Consistent with the Fund's investment objectives and policies, the Fund was substantially invested throughout the period in equity securities drawn from the world's developed markets.

Stock selection had a positive impact on performance relative to the benchmark. Among the Fund's holdings with the largest contribution to relative returns were Apple Computer Inc. of the U.S., and Toyota Motor Corp. and Mitsubishi Corp. of Japan. Less successful holdings included Pfizer and Dell of the U.S.

The Fund benefited from country selection. Overweighting Japan and underweighting the U.S. made the largest contributions.

Industry weightings detracted from relative returns, particularly an overweight in energy and an underweight in materials stocks.

Currency forwards had a positive impact. The Fund's overweight position in the Canadian dollar and underweight in the euro explained much of the foreign exchange result.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. They are not meant as investment advice.



Performance shown is net of all fees after reimbursement from the Manager. Returns and net asset values of Fund investments will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. Each performance figure assumes a purchase at the beginning and a redemption at the end of the stated period and reflects a transaction fee of .30% on the purchase and .30% on the redemption. Transaction fees are retained by the Fund to cover trading costs. Performance for Class IV will vary due to different fees. Past performance is not indicative of future performance. Information is unaudited. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.gmo.com.



GMO Developed World Stock Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     95.7 %  
Preferred Stocks     0.1    
Forward Currency Contracts     0.0    
Futures     0.2    
Short-Term Investment(s)     4.4    
Other     (0.4 )  
      100.0 %  
Country Summary   % of Equity Investments  
United States     44.8 %  
Japan     16.5    
United Kingdom     10.7    
Germany     4.5    
Netherlands     3.7    
France     3.5    
Italy     2.6    
Switzerland     2.2    
Canada     2.0    
Finland     1.7    
Belgium     1.6    
Singapore     1.5    
Norway     1.1    
Sweden     0.9    
Spain     0.6    
Austria     0.6    
Australia     0.6    
Hong Kong     0.5    
Ireland     0.4    
      100.0 %  

 

1



GMO Developed World Stock Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 28, 2006 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Financials     25.7 %  
Consumer Discretionary     13.1    
Health Care     11.9    
Energy     10.7    
Industrials     8.8    
Information Technology     7.5    
Utilities     7.3    
Consumer Staples     6.3    
Materials     4.9    
Telecommunication Services     3.8    
      100.0 %  

 

2




GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    COMMON STOCKS — 95.7%  
    Australia — 0.6%  
  55,197     BHP Billiton Ltd     993,229    
  141,670     Qantas Airways Ltd     429,333    
  12,038     Woodside Petroleum Ltd     361,360    
      1,783,922    
    Austria — 0.6%  
  1,846     Boehler Uddeholm (Bearer)     346,313    
  10,578     OMV AG     656,040    
  11,787     Telekom Austria AG     269,608    
  4,767     Voestalpine AG     555,596    
      1,827,557    
    Belgium — 1.6%  
  48,478     Dexia     1,204,004    
  61,066     Fortis     2,175,248    
  6,524     KBC Groep NV     681,083    
  2,730     Solvay SA     302,040    
  13,886     UCB SA     657,732    
      5,020,107    
    Canada — 1.9%  
  23,600     BCE Inc     573,569    
  10,800     Canadian National Railway Co     505,574    
  22,900     Canadian Natural Resources     1,251,143    
  10,000     EnCana Corp     413,569    
  9,000     Husky Energy Inc     550,873    
  7,300     Imperial Oil Ltd     704,017    
  25,500     Petro - Canada     1,168,138    
  10,400     Royal Bank of Canada     869,008    
      6,035,891    

 

See accompanying notes to the financial statements.

3



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Finland — 1.6%  
  60,800     Fortum Oyj     1,470,939    
  6,300     Metso Oyj     232,149    
  60,250     Nokia Oyj     1,121,130    
  20,750     Rautaruukki Oyj     699,262    
  30,000     Sampo Oyj Class A     601,283    
  44,400     UPM-Kymmene Oyj     941,987    
      5,066,750    
    France — 3.3%  
  15,558     Air France     359,991    
  3,783     Assurances Generales de France     392,974    
  23,314     BNP Paribas     2,157,638    
  9,877     Carrefour SA     490,313    
  14,668     Cie de Saint-Gobain     978,560    
  6,119     Etablissements Economiques du Casino Guichard-Perrachon SA     381,416    
  6,199     Lafarge SA     648,510    
  7,488     Michelin SA Class B     456,784    
  14,780     Peugeot SA     861,635    
  9,928     Renault SA     954,012    
  16,874     Sanofi-Aventis     1,436,403    
  16,313     Suez SA     599,142    
  3,468     Total SA     872,198    
      10,589,576    
    Germany — 4.2%  
  14,203     Altana AG     762,800    
  8,773     BASF AG     663,720    
  19,595     Bayer AG     790,361    
  28,638     Bayerische Motoren Werke AG     1,376,758    
  11,217     Commerzbank AG     409,851    
  7,476     DaimlerChrysler AG (Registered)     415,423    
  3,099     Deutsche Boerse AG     389,312    
  24,526     Deutsche Post AG (Registered)     638,172    
  5,874     Deutsche Postbank AG     414,406    

 

See accompanying notes to the financial statements.

4



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Germany — continued  
  5,285     E. On AG     586,150    
  7,779     Hannover Rueckversicherungs AG (Registered) (a)      295,300    
  4,745     Hypo Real Estate Holding AG     311,443    
  21,589     KarstadtQuelle AG * (a)      521,012    
  4,526     Linde AG     358,074    
  2,827     Merck KGaA     283,102    
  6,499     Muenchener Rueckversicherungs AG (Registered)     882,270    
  11,175     RWE AG     960,926    
  9,667     Schering AG     693,361    
  39,147     ThyssenKrupp AG     991,621    
  22,902     Volkswagen AG     1,603,866    
      13,347,928    
    Hong Kong — 0.5%  
  120,000     CLP Holdings Ltd     686,078    
  187,000     Hong Kong & China Gas     446,885    
  110,000     Hong Kong Electric Holdings Ltd     506,517    
      1,639,480    
    Ireland — 0.4%  
  62,472     Bank of Ireland     1,111,388    
    Italy — 2.4%  
  38,284     Banca Intesa SPA     226,197    
  51,834     Banca Monte dei Paschi di Siena SPA     268,106    
  16,974     Banche Popolari Unite Scrl     426,335    
  64,305     Capitalia SPA     485,705    
  209,117     Enel SPA     1,739,933    
  112,390     ENI SPA     3,213,017    
  45,328     Fiat SPA *      490,691    
  22,676     Sanpaolo IMI SPA     400,164    
  222,624     Telecom Italia Di RISP     511,513    
      7,761,661    

 

See accompanying notes to the financial statements.

5



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Japan — 15.8%  
  15,000     Aeon Co Ltd     357,853    
  47,000     Bank of Yokohama     379,011    
  48,200     Chubu Electric Power Co Inc     1,277,640    
  60,000     Cosmo Oil Co Ltd     305,053    
  82,000     Dainippon Ink and Chemicals Inc     332,554    
  37,000     Daiwa Securities Co Ltd     439,270    
  49     East Japan Railway Co     348,581    
  15,300     Eisai Co Ltd     707,584    
  13,080     Electric Power Development Co     416,358    
  98,000     Fuji Heavy Industries Ltd     531,031    
  95,000     Hitachi Ltd     661,784    
  31,000     Hokuhoku Financial Group Inc     133,441    
  22,800     Honda Motor Co Ltd     1,331,755    
  12,000     Hoya Corp     476,090    
  44     Inpex Corp     421,796    
  172,000     Isuzu Motors Ltd (a)      592,273    
  125,000     Itochu Corp     1,038,940    
  59     Japan Tobacco Inc     1,013,637    
  14,000     JGC Corp     297,394    
  35,000     Kajima Corp     205,106    
  39,700     Kansai Electric Power Co Inc     923,812    
  18,000     Kao Corp     488,924    
  44,000     Kawasaki Kisen Kaisha Ltd (a)      273,689    
  160,000     Kobe Steel Ltd     608,045    
  24,000     Komatsu Ltd     425,630    
  29,000     Kyushu Electric Power Co Inc     699,530    
  163,000     Marubeni Corp     808,427    
  33,000     Matsushita Electric Industrial Co Ltd     693,971    
  119,000     Mazda Motor Corp     676,785    
  101,800     Mitsubishi Corp     2,361,876    
  17,000     Mitsubishi Estate Co Ltd     358,510    
  76,000     Mitsubishi Heavy Industries     356,954    
  77     Mitsubishi Tokyo Financial Group Inc     1,143,246    
  104,000     Mitsui & Co     1,422,873    

 

See accompanying notes to the financial statements.

6



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  35,000     Mitsui Chemicals Inc     280,329    
  18,000     Mitsui Fudosan Co Ltd     373,905    
  38,000     Mitsui Trust Holding Inc     557,146    
  142     Mizuho Financial Group Inc     1,131,913    
  24,000     Nikko Cordial Corp     377,814    
  135,300     Nissan Motor Co     1,553,208    
  21,700     Nomura Securities Co Ltd     414,104    
  59     NTT Data Corp     272,788    
  22,000     Olympus Optical Co Ltd     633,415    
  2,930     ORIX Corp     771,383    
  167,000     Osaka Gas Co Ltd     639,386    
  25,800     Pioneer Corp     403,309    
  189     Resona Holdings Inc *      666,453    
  15,000     Ricoh Company Ltd     277,730    
  7,000     Secom Co     347,318    
  16,000     Seven & I Holdings Co Ltd     654,483    
  47,000     Shimizu Corp     329,927    
  6,400     Shin-Etsu Chemical Co Ltd     340,755    
  14,400     Softbank Corp.     440,338    
  102,000     Sumitomo Corp     1,377,980    
  21,000     Sumitomo Electric Industries Ltd     315,567    
  181,000     Sumitomo Metal Industries Ltd     803,543    
  69     Sumitomo Mitsui Financial Group Inc     753,576    
  11,000     Sumitomo Realty & Development Co Ltd     255,644    
  41,000     Sumitomo Trust & Banking     415,682    
  79,000     Taisei Corp     382,672    
  25,000     Taisho Pharmaceutical Co Ltd     529,194    
  41,900     Takeda Pharmaceutical Co Ltd     2,334,017    
  31,000     Teijin Ltd     209,179    
  34,200     Tohoku Electric Power Co Inc     773,859    
  42,900     Tokyo Electric Power Co Inc     1,158,057    
  153,000     Tokyo Gas Co Ltd     696,611    
  57,000     TonenGeneral Sekiyu KK (a)      569,701    
  32,000     Toppan Printing Co Ltd     408,795    

 

See accompanying notes to the financial statements.

7



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Japan — continued  
  39,000     Toray Industries Inc     300,493    
  15,500     Toyo Seikan Kaisha Ltd     267,280    
  87,100     Toyota Motor Corp     4,643,079    
  15,000     UNY Co Ltd     228,179    
  15,000     Urban Corp     219,788    
  69     West Japan Railway Co     279,683    
  9,800     Yamaha Motor Co Ltd     223,503    
      50,121,209    
    Netherlands — 3.5%  
  89,673     ABN Amro Holdings NV     2,613,140    
  75,145     Aegon NV     1,239,174    
  14,213     Akzo Nobel NV     721,531    
  5,197     Corio NV     341,477    
  7,778     DSM NV     323,478    
  25,693     Heineken NV     967,451    
  120,266     ING Groep NV     4,520,313    
  4,168     Rodamco Europe NV     382,105    
      11,108,669    
    Norway — 1.1%  
  33,600     DnB NOR ASA     407,674    
  4,550     Frontline Ltd (a)      175,075    
  4,860     Norsk Hydro ASA     569,266    
  7,600     Orkla ASA     331,268    
  73,100     Statoil ASA     1,872,001    
      3,355,284    
    Singapore — 1.4%  
  206,000     Capitaland Ltd     530,674    
  30,000     Fraser & Neave Ltd     351,659    
  46,000     Keppel Corp Ltd     395,328    
  145,000     Keppel Land Ltd     392,568    
  234,000     Sembcorp Industrie     447,809    

 

See accompanying notes to the financial statements.

8



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    Singapore — continued  
  26,000     Singapore Airlines Ltd     235,977    
  297,000     Singapore Technologies Engineering Ltd     555,047    
  1,008,000     Singapore Telecommunications     1,615,906    
      4,524,968    
    Spain — 0.6%  
  27,091     Endesa SA     907,149    
  29,225     Iberdrola SA     921,760    
      1,828,909    
    Sweden — 0.9%  
  14,600     Electrolux AB     403,799    
  28,850     Hennes & Mauritz AB Class B     1,051,214    
  68,500     Nordea AB     774,296    
  10,100     Svenska Cellulosa Series B     423,540    
  13,600     Swedish Match AB     182,115    
      2,834,964    
    Switzerland — 2.1%  
  34,198     ABB Ltd *      409,748    
  7,800     Alcon Inc     898,248    
  15,680     Credit Suisse Group     868,440    
  11,128     Roche Holding AG (Non Voting)     1,644,128    
  731     Serono SA     518,684    
  1,824     Swisscom AG (Registered)     547,767    
  7,500     Zurich Financial Services AG *      1,771,078    
      6,658,093    
    United Kingdom — 10.3%  
  14,287     Anglo American Plc     532,229    
  12,744     AstraZeneca Plc     588,554    
  77,144     Aviva Plc     1,067,364    
  41,781     BAA Plc     586,187    
  54,664     BAE Systems Plc     402,386    

 

See accompanying notes to the financial statements.

9



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United Kingdom — continued  
  69,679     Barclays Plc     816,150    
  22,131     Barratt Developments Plc     400,921    
  42,766     BG Group Plc     500,911    
  41,695     BHP Billiton Plc     700,713    
  20,319     Boots Group Plc     252,674    
  64,115     BP Plc     709,244    
  63,085     British Airways Plc *      363,034    
  40,070     British American Tobacco Plc     954,670    
  296,989     BT Group Plc     1,071,174    
  47,673     Cadbury Schweppes Plc     484,287    
  212,828     Centrica Plc     1,084,126    
  156,659     DSG International Plc     472,401    
  34,740     Gallaher Group Plc     538,309    
  42,793     GKN Plc     254,945    
  32,635     GlaxoSmithKline Plc     828,897    
  17,546     Hanson Plc     214,199    
  68,780     HBOS Plc     1,280,897    
  30,832     Imperial Tobacco Group Plc     927,270    
  91,077     J Sainsbury Plc     511,386    
  133,244     Lloyds TSB Group Plc     1,294,360    
  76,146     National Grid Plc     800,618    
  19,150     Next Plc     553,882    
  14,657     Persimmon Plc     358,809    
  110,031     Pilkington     312,514    
  10,215     Rio Tinto Plc     480,740    
  176,081     Royal Bank of Scotland Group     5,889,722    
  75,395     Royal Dutch Shell Group Class A     2,272,970    
  36,537     Royal Dutch Shell Plc A Shares     1,098,482    
  32,262     Scottish & Newcastle Plc     289,705    
  28,890     Scottish & Southern Energy Plc     581,876    
  15,518     Severn Trent Plc     313,785    
  36,404     Taylor Woodrow Plc     265,323    
  153,823     Tesco Plc     911,563    
  63,290     Tomkins Plc     369,487    

 

See accompanying notes to the financial statements.

10



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United Kingdom — continued  
  37,303     United Utilities Plc     446,660    
  37,756     Wimpey (George) Plc     366,054    
  19,058     Wolseley Plc     472,782    
      32,622,260    
    United States — 42.9%  
  9,300     Abercrombie & Fitch Co.-Class A     626,076    
  6,900     Adobe Systems, Inc.     266,478    
  20,400     Aetna, Inc.     1,040,400    
  12,200     Agilent Technologies, Inc. *      439,200    
  32,100     Albertson's, Inc.     816,624    
  30,100     Allied Waste Industries, Inc. *      322,371    
  20,100     Allstate Corp. (The)     1,101,078    
  8,400     Alltel Corp.     530,460    
  59,300     Altria Group, Inc.     4,263,670    
  6,400     AMBAC Financial Group, Inc.     480,960    
  11,400     American Electric Power Co., Inc.     416,100    
  6,600     American Financial Group, Inc.     273,240    
  15,800     AmerisourceBergen Corp.     726,642    
  3,900     Amgen, Inc. *      294,411    
  2,700     Anadarko Petroleum Corp.     267,732    
  17,400     Apple Computer, Inc. *      1,192,596    
  8,700     Archer-Daniels-Midland Co.     275,964    
  66,957     AT&T, Inc.     1,847,344    
  15,500     Autonation, Inc. *      324,105    
  4,200     Autozone, Inc. *      406,056    
  5,400     Baker Hughes, Inc.     367,038    
  12,183     Bank of America Corp.     558,591    
  2,800     Bear Stearns Cos. (The), Inc.     376,432    
  25,400     Bed Bath & Beyond, Inc. *      915,416    
  65,100     BellSouth Corp.     2,055,858    
  8,300     BJ Services Co.     259,873    
  14,400     Boeing Co.     1,046,736    
  9,000     Broadcom Corp.-Class A *      405,810    

 

See accompanying notes to the financial statements.

11



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United States — continued  
  14,800     Burlington Northern Santa Fe Corp.     1,163,872    
  9,500     Burlington Resources, Inc.     856,710    
  19,500     Capital One Financial Corp.     1,708,200    
  12,300     Cardinal Health, Inc.     892,980    
  8,700     Caremark Rx, Inc. *      432,825    
  12,500     Caterpillar, Inc.     913,500    
  22,800     Cendant Corp.     378,936    
  11,700     Centex Corp.     791,037    
  6,800     Chesapeake Energy Corp.     201,892    
  38,005     Chevron Corp.     2,146,522    
  500     Chicago Mercantile Exchange     212,800    
  5,800     Cigna Corp.     711,950    
  12,500     CNA Financial Corp. *      386,500    
  13,400     Computer Sciences Corp. *      728,156    
  27,700     Compuware Corp. *      227,417    
  48,100     ConocoPhillips     2,932,176    
  13,000     Conseco, Inc. *      322,920    
  17,100     Convergys Corp. *      297,027    
  41,100     Corning, Inc. *      1,003,251    
  6,400     Coventry Health Care, Inc. *      381,568    
  5,100     CSX Corp.     282,438    
  16,700     CVS Corp.     473,111    
  24,900     D.R. Horton, Inc.     849,339    
  119,500     Dell, Inc. *      3,465,500    
  7,700     Devon Energy Corp.     451,451    
  4,000     Diamond Offshore Drilling, Inc.     309,560    
  11,000     Dow Chemical Co.     473,330    
  20,900     Eastman Kodak Co.     586,245    
  9,500     Edison International     421,420    
  5,600     Emerson Electric Co.     458,136    
  5,600     EOG Resources, Inc.     377,440    
  6,800     Equity Residential REIT     307,904    
  4,200     Everest RE Group Ltd.     415,968    
  9,000     Exelon Corp.     513,990    

 

See accompanying notes to the financial statements.

12



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United States — continued  
  4,600     Express Scripts, Inc. *      401,442    
  9,300     Exxon Mobil Corp.     552,141    
  55,400     Fannie Mae     3,029,272    
  8,216     Federated Department Stores, Inc.     583,665    
  5,000     Federated Investors, Inc.-Class B     194,450    
  3,400     FedEx Corp.     364,616    
  13,900     Fidelity National Financial, Inc.     524,864    
  11,800     First American Corp.     497,488    
  8,200     First Data Corp.     370,066    
  5,700     First Horizon National Corp.     222,927    
  7,100     FirstEnergy Corp.     362,668    
  142,800     Ford Motor Co.     1,138,116    
  12,200     FPL Group, Inc.     511,546    
  6,000     Franklin Resources, Inc.     616,080    
  43,300     Freddie Mac     2,917,987    
  6,300     Freeport-McMoRan Copper & Gold, Inc.-Class B     318,969    
  34,100     Gap (The), Inc.     632,214    
  21,700     Genentech, Inc. *      1,859,473    
  2,800     General Dynamics Corp.     345,156    
  35,300     General Motors Corp. (a)      716,943    
  20,400     Genworth Financial, Inc.-Class A     649,128    
  7,000     Gilead Sciences, Inc. *      435,890    
  4,500     Global Santa Fe Corp     249,030    
  6,200     Goldman Sachs Group, Inc.     875,998    
  3,500     Google, Inc.-Class A *      1,269,170    
  12,800     Halliburton Co.     870,400    
  17,600     Harley-Davidson, Inc.     924,176    
  4,900     Hartford Financial Services Group, Inc.     403,662    
  8,700     Health Net, Inc. *      417,165    
  80,200     Hewlett-Packard Co.     2,631,362    
  86,200     Home Depot, Inc.     3,633,330    
  6,400     Hovnanian Enterprises, Inc. *      295,104    
  6,800     IndyMac Bancorp, Inc.     263,976    
  56,300     Intel Corp.     1,159,780    

 

See accompanying notes to the financial statements.

13



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United States — continued  
  5,000     ITT Industries, Inc.     262,500    
  20,700     Janus Capital Group, Inc.     453,951    
  4,000     JC Penney Co., Inc.     234,560    
  42,400     Johnson & Johnson     2,444,360    
  6,200     Johnson Controls, Inc.     441,874    
  9,100     Jones Apparel Group, Inc.     263,172    
  9,100     KB Home     609,973    
  23,600     Kraft Foods, Inc.     710,124    
  25,600     Kroger Co. *      513,024    
  3,200     Lafarge North America, Inc.     265,184    
  5,300     Lehman Brothers Holdings, Inc.     773,535    
  10,400     Lennar Corp.-Class A     622,544    
  8,600     Lexmark International, Inc. *      404,974    
  8,600     Lincare Holdings, Inc. *      351,740    
  5,000     Loews Corp.     461,300    
  10,700     Lowe's Cos., Inc.     729,526    
  10,200     Marathon Oil Corp.     720,120    
  14,900     Marsh & McLennan Cos., Inc.     460,559    
  7,100     MBIA, Inc.     417,054    
  4,500     MDC Holdings, Inc.     275,805    
  6,000     Medco Health Solutions, Inc. *      334,320    
  22,700     Merck & Co., Inc.     791,322    
  5,800     Metlife, Inc.     290,696    
  6,600     MGIC Investment Corp.     420,750    
  7,300     Morgan Stanley     435,518    
  62,200     Motorola, Inc.     1,331,080    
  32,800     National City Corp.     1,141,440    
  9,000     National Semiconductor Corp.     252,450    
  5,300     New Century Financial Corp.     205,375    
  6,900     NII Holdings, Inc.-Class B *      353,418    
  10,200     Nordstrom, Inc.     387,600    
  3,300     Northrop Grumman Corp.     211,530    
  600     NVR, Inc. *      451,800    
  11,200     Occidental Petroleum Corp.     1,025,248    

 

See accompanying notes to the financial statements.

14



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    United States — continued  
  16,625     Old Republic International Corp.     353,946    
  42,000     Oracle Corp. *      521,640    
  6,800     Paychex, Inc.     272,340    
  8,800     Peabody Energy Corp.     424,776    
  6,400     PepsiCo, Inc.     378,304    
  364,600     Pfizer, Inc.     9,548,874    
  6,100     PMI Group (The), Inc.     264,130    
  5,700     PNC Financial Services Group, Inc.     400,995    
  7,600     Precision Castparts Corp.     403,104    
  10,700     Progress Energy, Inc.     474,866    
  10,900     Prudential Financial, Inc.     839,736    
  13,300     Qualcomm, Inc.     627,893    
  7,000     Radian Group, Inc.     397,250    
  7,700     Rockwell Collins, Inc.     409,255    
  6,100     Ryder Systems, Inc.     270,474    
  3,900     Ryland Group, Inc.     272,025    
  11,600     Sabre Holdings Corp.     279,908    
  30,200     Safeway, Inc.     734,162    
  5,900     SanDisk Corp. *      356,006    
  18,900     Sara Lee Corp.     333,963    
  11,500     Schlumberger Ltd.     1,322,500    
  6,500     SEI Investment Co.     271,635    
  4,700     Simon Property Group, Inc. REIT     389,959    
  10,000     SPX Corp.     492,500    
  20,900     St. Paul Travelers Cos. (The), Inc.     898,282    
  6,700     Starwood Hotels & Resorts Worldwide, Inc.     425,450    
  3,800     Sunoco, Inc.     281,580    
  49,900     Tellabs, Inc. *      733,031    
  40,900     Texas Instruments, Inc.     1,220,865    
  10,200     Toll Brothers, Inc. *      330,072    
  5,200     Transocean, Inc. *      385,736    
  13,100     TXU Corp.     686,309    
  28,100     UnitedHealth Group, Inc.     1,636,263    
  36,000     UnumProvident Corp.     744,840    

 

See accompanying notes to the financial statements.

15



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 28, 2006

Shares /
Par Value ($)
  Description   Value ($)  
    United States — continued  
  4,200     USG Corp. *      354,816    
  14,100     Valero Energy Corp.     758,439    
  67,600     Verizon Communications, Inc.     2,278,120    
  2,800     Vornado Realty Trust     249,172    
  37,300     Wachovia Corp.     2,091,411    
  10,800     Walgreen Co.     484,488    
  33,649     Washington Mutual, Inc.     1,436,812    
  13,400     WellPoint, Inc. *      1,028,986    
  30,000     Wells Fargo & Co.     1,926,000    
  4,700     Whirlpool Corp.     422,013    
  3,400     Whole Foods Market, Inc.     217,192    
      135,890,130    
    TOTAL COMMON STOCKS (COST $280,489,791)     303,128,746    
    PREFERRED STOCKS — 0.1%  
    Germany — 0.1%  
  8,638     Volkswagen AG 2.82%     445,115    
    TOTAL PREFERRED STOCKS (COST $357,352)     445,115    
    SHORT-TERM INVESTMENT(S) — 4.4%  
  11,000,000     Barclays Time Deposit, 4.56%, due 03/01/06     11,000,000    
  2,110,020     The Boston Global Investment Trust (b)      2,110,020    
  1,000,000     U.S. Treasury Bill, 4.64%, due 08/24/06 (c) (d)      978,012    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $14,087,922)     14,088,032    
    TOTAL INVESTMENTS — 100.2%
(Cost $294,935,065)
    317,661,893    
        Other Assets and Liabilities (net) — (0.2%)     (786,803 )  
    TOTAL NET ASSETS — 100.0%   $ 316,875,090    

 

See accompanying notes to the financial statements.

16



GMO Developed World Stock Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

A summary of outstanding financial instruments at February 28, 2006 is as follows:

Forward currency contracts

Settlement
Date
 

Deliver/Receive
 

Units of Currency
 

Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys  
5/26/06   CAD     11,195,845     $ 9,874,348     $ 127,717    
5/26/06   CHF     1,281,660       985,520       (6,949 )  
5/26/06   JPY     852,959,340       7,452,480       167,220    
5/26/06   NOK     64,899,395       9,670,083       27,035    
5/26/06   NZD     1,891,753       1,245,048       (9,718 )  
5/26/06   SEK     75,157,230       9,559,901       (44,415 )  
5/26/06   SGD     3,853,682       2,382,505       18,138    
    $ 279,028    
Sales  
5/26/06   AUD     936,155     $ 693,882     $ (3,758 )  
5/26/06   CHF     6,998,207       5,381,204       (12,038 )  
5/26/06   EUR     2,647,552       3,172,381       (10,823 )  
5/26/06   GBP     9,382,286       16,470,329       (150,066 )  
5/26/06   HKD     9,168,168       1,183,358       45    
5/26/06   JPY     159,461,070       1,393,244       (19,113 )  
    $ (195,753 )  

 

See accompanying notes to the financial statements.

17



GMO Developed World Stock Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Futures Contracts

Number of
Contracts
  Type   Expiration Date   Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
  Buys                    
  53     DAX   March 2006   $ 9,167,607     $ 620,121    
  23     TOPIX   March 2006     3,294,372       (28,089 )  
                        $ 592,032    
  Sales                    
  29     FTSE 100   March 2006   $ 2,932,338     $ (11,312 )  
  17     SPI 200   March 2006     1,553,830       (87,549 )  
                        $ (98,861 )  

 

As of February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

*  Non-income producing security.

(a)  All or a portion of this security is out on loan (Note 2).

(b)  All or a portion of this security represents investment of security lending collateral (Note 2).

(c)  Rate shown represents yield-to-maturity.

(d)  All or a portion of this security has been segregated to cover margin requirements on open financial futures contracts (Note 2).

  As of February 28, 2006, 50.7% of the Net Assets of the Fund was valued using fair value prices based on tools by a third party vendor (Note 2).

Currency Abbreviations:

AUD - Australian Dollar   JPY - Japanese Yen  
CAD - Canadian Dollar   NOK - Norwegian Krone  
CHF - Swiss Franc   NZD - New Zealand Dollar  
EUR - Euro   SEK - Swedish Krona  
GBP - British Pound   SGD - Singapore Dollar  
HKD - Hong Kong Dollar      

 

See accompanying notes to the financial statements.

18




GMO Developed World Stock Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value, including securities on loan of $1,961,166 (cost $294,935,065) (Note 2)   $ 317,661,893    
Cash     886,178    
Foreign currency, at value (cost $289,806) (Note 2)     291,118    
Dividends and interest receivable     395,595    
Foreign taxes receivable     4,574    
Unrealized appreciation on open forward currency contracts (Note 2)     340,155    
Receivable for expenses reimbursed by Manager (Note 3)     41,608    
Total assets     319,621,121    
Liabilities:  
Collateral on securities loaned (Note 2)     2,110,020    
Payable to affiliate for (Note 3):  
Management fee     113,049    
Shareholder service fee     30,864    
Trustees and Chief Compliance Officer fees     1,031    
Unrealized depreciation on open forward currency contracts (Note 2)     256,880    
Payable for variation margin on open futures contracts (Note 2)     120,098    
Accrued expenses     114,089    
Total liabilities     2,746,031    
Net assets   $ 316,875,090    
Net assets consist of:  
Paid-in capital   $ 290,390,263    
Accumulated undistributed net investment income     369,601    
Accumulated net realized gain     2,809,942    
Net unrealized appreciation     23,305,284    
    $ 316,875,090    
Net assets attributable to:  
Class III shares   $ 179,466,422    
Class IV shares   $ 137,408,668    
Shares outstanding:  
Class III     8,068,115    
Class IV     6,174,319    
Net asset value per share:  
Class III   $ 22.24    
Class IV   $ 22.25    

 

See accompanying notes to the financial statements.

19



GMO Developed World Stock Fund

(A Series of GMO Trust)

Statement of Operations — Period from August 1, 2005
(commencement of operations) through February 28, 2006

Investment Income:  
Dividends (net of withholding taxes of $59,898)   $ 1,991,876    
Interest (including securities lending income of $31,474)     427,806    
Total investment income     2,419,682    
Expenses:  
Management fee (Note 3)     619,034    
Shareholder service fee – Class III (Note 3)     102,330    
Shareholder service fee – Class IV (Note 3)     63,489    
Custodian and fund accounting agent fees     129,995    
Transfer agent fees     23,231    
Audit and tax fees     50,007    
Legal fees     6,007    
Trustees fees and related expenses (Note 3)     2,287    
Registration fees     36,065    
Miscellaneous     6,151    
Total expenses     1,038,596    
Fees and expenses reimbursed by Manager (Note 3)     (249,673 )  
Net expenses     788,923    
Net investment income (loss)     1,630,759    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     1,550,226    
Closed futures contracts     1,263,016    
Foreign currency, forward contracts and foreign currency related transactions     (511,435 )  
Net realized gain (loss)     2,301,807    
Change in net unrealized appreciation (depreciation) on:  
Investments     22,726,828    
Open futures contracts     493,171    
Foreign currency, forward contracts and foreign currency related transactions     85,285    
Net unrealized gain (loss)     23,305,284    
Net realized and unrealized gain (loss)     25,607,091    
Net increase (decrease) in net assets resulting from operations   $ 27,237,850    

 

See accompanying notes to the financial statements.

20



GMO Developed World Stock Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Period from August 1, 2005
(commencement of operations)
through February 28, 2006
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 1,630,759    
Net realized gain (loss)     2,301,807    
Change in net unrealized appreciation (depreciation)     23,305,284    
Net increase (decrease) in net assets from operations     27,237,850    
Distributions to shareholders from:  
Net investment income  
Class III     (395,896 )  
Class IV     (357,127 )  
Total distributions from net investment income     (753,023 )  
Net share transactions (Note 7):  
Class III     164,617,846    
Class IV     124,982,127    
Increase (decrease) in net assets resulting from net share transactions     289,599,973    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     415,290    
Class IV     375,000    
Increase in net assets resulting from net purchase premiums and redemption fees     790,290    
Total increase (decrease) in net assets resulting from net share transactions and
net purchase premiums and redemption fees
    290,390,263    
Total increase (decrease) in net assets     316,875,090    
Net assets:  
Beginning of period        
End of period (including accumulated undistributed
net investment income of $369,601)
  $ 316,875,090    

 

See accompanying notes to the financial statements.

21




GMO Developed World Stock Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout the period)

    Period from
August 1, 2005
(commencement of
operations) through
February 28, 2006
 
Net asset value, beginning of period   $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)      0.15    
Net realized and unrealized gain (loss)     2.15    
Total from investment operations     2.30    
Less distributions to shareholders:  
From net investment income     (0.06 )  
Total distributions     (0.06 )  
Net asset value, end of period   $ 22.24    
Total Return(a)      11.51 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 179,466    
Net expenses to average daily net assets     0.62 %*   
Net investment income to average daily net assets     1.27 %*   
Portfolio turnover rate     15 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.20 %*   
Purchase premiums and redemption fees consisted of the following per share amounts:   $ 0.07    

 

†  Calculated using average shares outstanding throughout the period.

(a)  The total return would have been lower had certain expenses not been reimbursed during the period shown. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

22



GMO Developed World Stock Fund

(A Series of GMO Trust)

Financial Highlights — (Continued)
(For a Class IV share outstanding throughout the period)

    Period from
September 1, 2005
(commencement of
operations) through
February 28, 2006
 
Net asset value, beginning of period   $ 20.24    
Income (loss) from investment operations:  
Net investment income (loss)      0.12    
Net realized and unrealized gain (loss)     1.95    
Total from investment operations     2.07    
Less distributions to shareholders:  
From net investment income     (0.06 )  
Total distributions     (0.06 )  
Net asset value, end of period   $ 22.25    
Total Return(a)      10.23 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 137,409    
Net expenses to average daily net assets     0.57 %*   
Net investment income to average daily net assets     1.20 %*   
Portfolio turnover rate††      15 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.17 %*   
Purchase premiums and redemption fees consisted of the following per share amounts:   $ 0.06    

 

†  Calculated using average shares outstanding throughout the period.

(a)  The total return would have been lower had certain expenses not been reimbursed during the periods shown. Calculations excludes purchase premiums and redemption fees which are borne by the shareholder.

*  Annualized.

**  Not annualized.

††  Calculation represents portfolio turnover rate of the Fund for the period August 1, 2005 through February 28, 2006.

See accompanying notes to the financial statements.

23




GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Developed World Stock Fund (the "Fund"), which commenced operations on August 1, 2005, is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide a series of shares into classes.

The Fund seeks a high total return through investing primarily in equity securities from the world's developed markets, including the U.S. The Fund's benchmark is the MSCI World Index (a global developed markets equity index that is independently maintained and published by Morgan Stanley Capital International).

For the period August 1, 2005 through February 28, 2006, the Fund offered Class III shares and for the period September 1, 2005 through February 28, 2006, the Fund offered Class IV shares. The principle economic difference between the classes of shares is the level of shareholder service fees borne by the classes. Eligibility for and automatic conversion between the various classes of shares is generally based on the total amount of assets invested in the Fund and with GMO, as more fully outlined in the Fund's prospectus.

2.  Significant accounting policies

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

Portfolio valuation

Portfolio securities listed on a securities exchange for which market quotations are readily available are valued at the last sale price or official closing price on each business day, or if there is no such reported sale or official closing price, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Shares of mutual funds are valued at their net asset value. For other assets, and in cases where market prices are not readily available or the Manager believes established valuation methodologies are unreliable, the Fund's investments will be valued at "fair value", as determined in good faith by the Trustees or pursuant to procedures approved by the Trustees. A security's value may be deemed unreliable if, for example, the Manager becomes aware of information or events that would materially affect its value. Because many foreign equity securities markets and exchanges close prior to the close of the New York Stock Exchange

24



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

("NYSE"), closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close but before the close of the NYSE. As a result, foreign equity securities held by the Fund are generally valued using fair value prices based on modeling tools by a third party vendor to the extent that these fair value prices are available.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings and other assets and liabilities are translated to U.S. dollars based on the current exchange rates each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. The Fund does not isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts and forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. The value of the currencies the Fund has committed to buy or sell is shown in the Schedule of Investments and represents the currency exposure the Fund has acquired or hedged through forward currency contracts as of February 28, 2006.

Futures Contracts

The Fund may purchase and sell futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund instruments. Upon entering into a futures contract, the Fund is required to deposit, with the futures clearing broker, an amount of cash, U.S. government and agency obligations or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or

25



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. See the Schedule of Investments for open futures contracts entered into by the Fund as of February 28, 2006.

Options

The Fund may write call and put options on futures, securities or currencies. Writing options increases the Fund's exposure to the underlying instrument by, in the case of a call option, obligating the Fund to sell the underlying instrument at a set price to the option-holder and, in the case of a put option, obligating the Fund to purchase the underlying instrument at a set price from the option-holder. When the Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. The Fund as a writer of an option has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the future, security or currency underlying the written option. In the event that the Fund writes uncovered call options (i.e. options for investments that the Fund does not own), it bears the risk of incurring substantial losses if the price of the underlying instrument increases during the term of the option. There is the risk the Fund may not be able to enter into a closing transaction because of an illiquid market. As of February 28, 2006, the Fund did not enter into any written option contracts.

The Fund may also purchase put and call options. Purchasing options alters the Fund's exposure to the underlying instrument by, in the case of a call option, entitling the Fund to purchase the underlying instrument at a set price from the writer of the option and, in the case of a put option, entitling the Fund to sell the underlying instrument at a set price to the writer of the option. The Fund pays a premium as a cost for a purchased option disclosed in the Schedule of Investments which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the closing transaction to determine the realized gain or loss. The risk associated with purchasing put and call options is limited to the premium paid. As of February 28, 2006, the Fund did not enter into any purchased option contracts. Exchange traded options are valued at the last sale price, or if no sale is reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Manager.

26



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Swap agreements

The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into total return swap agreements, which involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. The Fund may also enter into contracts for differences in which the Fund agrees with the counterparty that its return will be based on the relative performance of two different groups or "baskets" of securities, adjusted by an interest rate payment. To the extent that the relative performance of the two baskets of securities exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral.

Swaps are marked to market daily using standard models that incorporate quotations from market makers and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreement. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in the price of the security or index underlying these transactions. As of February 28, 2006, the Fund did not enter into any swap agreements.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. As of February 28, 2006, the Fund did not enter into any repurchase agreements.

27



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. As of February 28, 2006 the Fund had loaned securities having a market value of $1,961,166, collateralized by cash in the amount of $2,110,020, which was invested in short-term instruments.

Taxes and distributions

The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary. Taxes on foreign interest and dividend income are generally withheld in accordance with the applicable country's tax treaty with the United States. The foreign withholding tax rates applicable to a Fund's investments in certain foreign jurisdictions may be higher if a significant portion of the Fund is held by non-U.S. shareholders.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Dividends received by shareholders of the Fund which are derived from foreign source income and foreign taxes paid by the Fund may be treated, to the extent allowable under the Code, as if received and paid by the shareholders of the Fund.

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests.

Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. During the year ended February 28, 2006, the tax basis of distributions paid were as follows: ordinary income – $753,023.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $3,072,408 and $354,071 of undistributed ordinary income and undistributed long-term capital gains, respectively. The temporary

28



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

differences between book and tax basis distributable earnings are primarily due to passive foreign investment company transactions and wash sale transactions.

As of February 28, 2006, the approximate cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 295,116,908     $ 28,508,963     $ (5,963,978 )   $ 22,544,985    

 

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of February 28, 2006. This reclassification has no impact on net investment income, realized gain/loss or the net asset value of the Fund and is primarily attributable to foreign currency transactions. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ (508,135 )   $ 508,135     $    

 

Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the return of capital is conclusively determined. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Allocation of operating activity

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. Investment income, common expenses and realized and unrealized gains and losses are allocated pro rata between the classes of shares of the Fund based on the

29



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

relative net assets of each class. Shareholder service fees, which are directly attributable to a class of shares, are charged to that class's operations.

Purchase and redemption of Fund shares

As of the date of this report, the premium on cash purchases and fee on redemptions of Fund shares were each 0.30% of the amount invested or redeemed. If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transactions costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in-capital. For the period ended February 28, 2006, the Fund received $785,790 in purchase premiums and $4,500 in redemption fees, respectively.

Investment risks

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

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.47% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on the average daily net assets at the annual rate of 0.15% for Class III shares and 0.10% for Class IV shares.

GMO has entered into a binding agreement effective until at least June 30, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the Chief Compliance Officer ("CCO") and independent Trustees (including legal fees), brokerage commissions and other investment-related costs, hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.47% of average daily net assets.

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the period ended February 28, 2006, was $1,366 and $1,783, respectively. No remuneration was paid to any other officer of the Trust.

30



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the period ended February 28, 2006 aggregated $309,838,502 and $30,272,273, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. 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. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders

As of February 28, 2006, 71.3% of the outstanding shares of the Fund were held by four shareholders, each holding in excess of 10% of the Fund's outstanding shares. Investment activities of these shareholders may have a material effect on the Fund.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Period from August 1, 2005
(commencement of operations)
through February 28, 2006
 
Class III:   Shares   Amount  
Shares sold     8,121,989     $ 165,726,450    
Shares issued to shareholders
in reinvestment of distributions
    18,807       395,896    
Shares repurchased     (72,681 )     (1,504,500 )  
Purchase premiums and
redemption fees
          415,290    
Net increase (decrease)     8,068,115     $ 165,033,136    

 

31



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 28, 2006

    Period from September 1, 2005
(commencement of operations)
through February 28, 2006
 
Class IV:   Shares   Amount  
Shares sold     6,157,362     $ 124,625,000    
Shares issued to shareholders
in reinvestment of distributions
    16,957       357,127    
Shares repurchased              
Purchase premiums and
redemption fees
          375,000    
Net increase (decrease)     6,174,319     $ 125,357,127    

 

32




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Developed World Stock Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Developed World Stock Fund (the "Fund") (a series of GMO Trust) at February 28, 2006 and the results of its operations, the changes in its net assets and the financial highlights for the period from August 1, 2005 (commencement of operations) to February 28, 2006, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at February 28, 2006 by correspondence with the custodian, provides a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2006

33



GMO Developed World Stock Fund

(A Series of GMO Trust)

Fund Expenses
February 28, 2006 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 28, 2006.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs, including management fees, shareholder service 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.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2005 through February 28, 2006.

Actual 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, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" 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 with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 purchase premiums and redemption fees. 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.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred
 
Class III  
1) Actual     0.62 %   $ 1,000.00     $ 1,109.00     $ 3.24 *   
2) Hypothetical     0.62 %   $ 1,000.00     $ 1,021.72     $ 3.11 *   
Class IV  
1) Actual     0.57 %   $ 1,000.00     $ 1,102.30     $ 2.95 **   
2) Hypothetical     0.57 %   $ 1,000.00     $ 1,021.85     $ 2.84 **   

 

*  Expenses are calculated using the Class's annualized net expense ratio for the six months ended February 28, 2006, multiplied by the average account value over the period, multiplied by 181 days in the period, divided by 365 days in the year.

**  Expenses are calculated using the Class's annualized net expense ratio for the period ended February 28, 2006, multiplied by the average account value over the period, multiplied by 180 days in the period, divided by 365 days in the year.

34



GMO Developed World Stock Fund

(A Series of GMO Trust)


Tax Information (Unaudited) for the Tax Year Ended February 28, 2006

For taxable, non-corporate shareholders, 83.28% of the Fund's income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 92.41% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 28, 2006 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 28, 2006 of $33,359 or if determined to be different, the qualified interest income of such year.

35



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September
2004 – March 2005); Trustee since December 2000.
  Consultant – Business and Law2, Vice Chair (since 2002) and Secretary,
Provant, Inc.; Author of Legal Treatises.
    54     None  

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

2  As part of Mr. Glazer's work as a consultant, he provides part-time consulting services to Goodwin Procter LLP ("Goodwin"). Goodwin has provided legal services to Renewable Resources, LLC, an affiliate of GMO; GMO, in connection with its relationship with Renewable Resources; and funds managed by Renewable Resources. Mr. Glazer has represented that he has no financial interest in, and is not involved in the provision of, such legal services. In the calendar years ended December 31, 2004 and December 31, 2005 these entities paid $373,499 and $489,128 respectively, in legal fees and disbursements to Goodwin.

36



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA
02110
DOB: 10/13/1941
  Trustee   Since May 1996   Acting Dean (since 2005), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     54     Director of Harvard Management, Company, Inc. and Verde, Inc.; Director of Partners HealthCare Systems, Inc.; and Chair of its Investment Committee.3   
W. Nicholas Thorndike
c/o GMO Trust 40 Rowes Wharf Boston, MA
02110
DOB: 03/28/1933
  Trustee   Since March 2005   Director or trustee of various corporations and charitable organizations, including Courier Corporation (a book publisher and manufacturer) (July 1989 – present); Putnam Funds (December 1992 – June 2004); and Providence Journal (a newspaper publisher) (December 1986 – December 2003).     54     Director of Courier Corporation
(a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare Systems, Inc.
 

 

1  Each Trustee is elected to serve until the next meeting held for the purpose of electing Trustees and until his successor is elected and qualified.

3  Mr. Light is a director of Harvard Management Company, Inc. and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee. None of these companies has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act and none of these companies is a registered investment company.

37



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Scott Eston
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/20/1956
  President and Chief Executive Officer   President and Chief Executive Officer since October 2002; Vice President from August 1998 – October 2002.   Chief Financial Officer, Chief Operating Officer (2000 – present) and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Susan Randall Harbert c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/25/1957
  Chief Financial Officer and
Treasurer
  Chief Financial Officer since February 2000; Treasurer since February 1998.   Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Brent C. Arvidson
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/26/1969
  Assistant Treasurer   Since August 1998.   Senior Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Assistant Treasurer   Since September 2004.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004) and Senior Tax Manager (2000 – 2002), PricewaterhouseCoopers LLP.
 
Michael E. Gillespie
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 02/18/1958
  Chief Compliance Officer   Since March 2005.   Vice President of Compliance (June 2004 – February 2005) and Director of Domestic Compliance (March 2002 – June 2004), Fidelity Investments; Vice President and Senior Counsel, State Street Bank and Trust Company (May 1998 – March 2002).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

38



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office4
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Clerk   Since March 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC. (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Scott D. Hogan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/06/1970
  Vice President and Secretary   Since June 2005; Acting Chief Compliance Officer, October 2004 – February 2005.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2000 – present).  
Julie L Perniola
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/07/1970
  Vice President   Vice President, February 2003 – present; Anti-Money Laundering Compliance Officer, February 2003 – December 2004.   Chief Compliance Officer (April 1995 – present), Grantham, Mayo, Van Otterloo & Co. LLC and Anti-Money Laundering Reporting Officer (February 2003 – December 2004).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Vice President and Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC (February 1999 – present).  

 

4  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.

39




 

Item 2. Code of Ethics.

 

As of February 28, 2006, the registrant has adopted a Code of Ethics that applies to the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act of 2002. During the year ended February 28, 2006, there were no amendments to a provision of the Code of Ethics nor were there any waivers granted from a provision of the Code of Ethics. A copy of the registrant’s Code of Ethics is filed with this Form N-CSR under item 12 (a).

 

Item 3. Audit Committee Financial Expert.

 

The registrant’s Board of Trustees has determined that the registrant does not have an “audit committee financial expert” (as such term has been defined in Form N-CSR) serving on its audit committee. The registrant’s Board believes that, although none of its members individually meets all required elements of the definition of an “audit committee financial expert”, the members of the registrant’s audit committee collectively possess the knowledge and experience necessary to execute all of the audit committee’s functions, duties and powers.

 

Item 4. Principal Accountant Fees and Services. *

 

(a)   AUDIT FEES: The aggregate fees billed to the registrant for professional services rendered by its independent auditors, PricewaterhouseCoopers LLP for the audit of the registrant’s annual financial statements for 2006 and 2005 were $1,864,500 and $1,410,202, respectively.

(b)   AUDIT-RELATED FEES: The aggregate fees billed to the registrant in 2006 and 2005 for engagements for audit-related services rendered by PricewaterhouseCoopers LLP that related directly to the operations and financial reporting of the Funds were $48,100 and $0, respectively. The aggregate fees billed in 2006 and 2005 to the registrant’s Investment Advisor, and any entity controlling, controlled, or under common control with the Advisor that provides ongoing services to the Funds (each, a “Service Affiliate”) for engagements for audit-related services rendered by PricewaterhouseCoopers LLP that related directly to the operations and financial reporting of the Funds were $312,262 and $287,000, respectively.

(c)   TAX FEES:  The aggregate fees billed to the registrant in 2006 and 2005 for professional services rendered by PricewaterhouseCoopers LLP for tax compliance, tax advice, and tax planning, including the preparation of Form 1120 RIC, Form 8613 and review of excise tax distribution calculations were $715,213 and $598,775, respectively. The aggregate fees billed in 2006 and 2005 to the registrant’s Service Affiliates for engagements for tax services rendered by PricewaterhouseCoopers LLP that related directly to the operations and financial reporting of the Funds were $8,250 and $26,863, respectively.

(d)   ALL OTHER FEES: No such fees were billed by PricewaterhouseCoopers LLP to the registrant or to the registrant’s Service Affiliates that related directly to the operations and financial reporting of the Funds in 2006 or 2005.

(e)   (1) The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy (the “Policy”), which sets forth the procedures and the conditions pursuant to which services to be performed by the independent auditor are to be preapproved. Under the Policy, the Audit Committee pre-approves, on an annual basis, the following services: (1) the engagement, scope and terms of the annual audit; (2) certain audit-related services; (3) certain tax services that the Committee believes would not impair, and are consistent with the SEC’s rules on, auditor independence; and (4) those permissible non-audit services that the Committee believes are routine and recurring services and that would not impair, and are consistent with the SEC’s rules on, auditor independence, subject to certain limitations on the projected fees associated with each service. All other types of services not included on the schedule, or for which the projected fees exceed those provided in the schedule, require the specific pre-approval by the Audit Committee or the Chairperson of the Committee (if timing

 



 

necessitates that preapproval is required before the Committee’s next regularly scheduled meeting) if they are to be provided by the independent auditor.

(e)   (2) None.

(f)    Not applicable.

(g)   NON-AUDIT FEES: The aggregate fees billed by PricewaterhouseCoopers LLP in 2006 and 2005 for non-audit services rendered to the registrant, the registrant’s Service Affiliates were $1,105,825 and $984,938, respectively. For the fiscal year ended February 28, 2006, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $22,000 in fees billed to the Funds’ Service Affiliates for non-audit services that did not relate directly to the  operations and financial reporting of the Funds. For the fiscal year ended February 28, 2005, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $72,300 in fees billed to the Funds’ Service Affiliates for non-audit services that did not relate directly to the operations and financial reporting of the Funds.

(h)   The Trust’s Audit Committee has considered whether the provision of non-audit services by registrant’s independent registered public accounting firm to the registrant’s Investment Advisor, and any entity controlling, controlled, or under common control with the Advisor that provided ongoing services to the registrant that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the registrant’s auditors.

 


*Includes information regarding all series of GMO Trust.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable to this filing.

 

Item 6. Schedule of Investments.

 

The complete schedule of investments for each Covered Series of the registrant is included as part of the annual reports to shareholders filed under Item 1 of this Form N-CSR.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable to this registrant.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable to this registrant.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable to this registrant.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There were no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees.

 

Item 11. Controls and Procedures.

 

(a)   The registrant’s Principal Executive Officer and Principal Financial Officer have concluded as of a date within 90 days of the filing of this report, based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment

 



 

Company Act of 1940 (17 CFR 270.30a-3(c))) that the design and operation of such procedures are effective to provide reasonable assurance that information required to be disclosed by the registrant [with respect to the Covered Series] on Form N-CSR is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.

 

(b)   There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Exhibits.

 

(a)(1) Code of Ethics described in Item 2 is attached.

 

(a)(2) Certifications by the Principal Executive Officer and Principal Financial Officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) are attached hereto as EX–99.CERT.

 

(a)(3) Not applicable to this registrant

 

(b)   Certifications by the Chief Executive Officer and Principal Financial Officer of the registrant  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) are attached hereto as EX-99.906 CERT.

 



 

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.

 

(Registrant)

GMO Trust

 

 

By (Signature and Title):

/s/ Scott Eston

 

 

Scott Eston, Chief Executive Officer

 

 

 

Date:

May 8, 2006

 

 

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 (Signature and Title):

/s/ Scott Eston

 

 

Scott Eston, Chief Executive Officer

 

 

 

Date:

May 8, 2006

 

 

 

 

 

By (Signature and Title):

/s/ Susan Randall Harbert

 

 

Susan Randall Harbert, Principal Financial Officer

 

 

 

Date :

May 8, 2006