-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Foe+vhJqKE/LJ0YFOqyG6tHkFxiU7MbvObw9zY4GyO4ezN57gRe98dhjZxDaQ55n /DoghpREqradbzm5cDFasQ== 0001104659-06-035684.txt : 20060517 0001104659-06-035684.hdr.sgml : 20060517 20060517150205 ACCESSION NUMBER: 0001104659-06-035684 CONFORMED SUBMISSION TYPE: N-CSR/A PUBLIC DOCUMENT COUNT: 20 CONFORMED PERIOD OF REPORT: 20060228 FILED AS OF DATE: 20060517 DATE AS OF CHANGE: 20060517 EFFECTIVENESS DATE: 20060517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GMO TRUST CENTRAL INDEX KEY: 0000772129 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: N-CSR/A SEC ACT: 1940 Act SEC FILE NUMBER: 811-04347 FILM NUMBER: 06848865 BUSINESS ADDRESS: STREET 1: 40 ROWES WHARF CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6173467646 MAIL ADDRESS: STREET 1: 40 ROWES WHARF CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: GMO CORE TRUST DATE OF NAME CHANGE: 19900927 0000772129 S000004080 GMO U.S. Core Fund C000011416 Class I C000011417 Class II GMTWX C000011418 Class III GMCTX C000011419 Class IV GMRFX C000011420 Class V GMCVX C000011421 Class VI GUCRX C000011422 Class M 0000772129 S000004081 GMO U.S. Core Equity Fund C000011423 Class III GMUEX C000011424 Class IV GMRTX C000011425 Class V C000011426 Class VI GMCQX C000011427 Class M GMTMX 0000772129 S000004085 GMO Value Fund C000011441 Class I C000011442 Class II C000011443 Class III GMOVX C000011444 Class IV C000011445 Class V C000011446 Class VI C000011447 Class M 0000772129 S000004086 GMO U.S. Value Fund C000011448 Class III GMLUX C000011449 Class IV C000011450 Class V C000011451 Class VI C000011452 Class M GMAMX 0000772129 S000004087 GMO Intrinsic Value Fund C000011453 Class III GMIVX C000011454 Class IV C000011455 Class M 0000772129 S000004135 GMO U.S. Intrinsic Value Fund C000011589 Class III GMVUX C000011590 Class IV C000011591 Class V C000011592 Class VI 0000772129 S000004136 GMO Growth Fund C000011593 Class I C000011594 Class II C000011595 Class III GMOGX C000011596 Class IV C000011597 Class V C000011598 Class VI C000011599 Class M 0000772129 S000004138 GMO U.S. Growth Fund C000011603 Class III GMGWX C000011604 Class IV C000011605 Class V C000011606 Class VI C000011607 Class M GMWMX 0000772129 S000004139 GMO Small/Mid Cap Value Fund C000011608 Class I C000011609 Class II C000011610 Class III GMSVX C000011611 Class IV C000011612 Class V C000011613 Class VI 0000772129 S000004141 GMO U.S. Small/Mid Cap Value Fund C000011619 Class III GMSUX C000011620 Class IV C000011621 Class V C000011622 Class VI 0000772129 S000004142 GMO Small/Mid Cap Growth Fund C000011623 Class I C000011624 Class II C000011625 Class III GMSGX C000011626 Class IV C000011627 Class V C000011628 Class VI 0000772129 S000004144 GMO U.S. Small/Mid Cap Growth Fund C000011635 Class III GMSPX C000011636 Class IV C000011637 Class V C000011638 Class VI 0000772129 S000004156 GMO International Disciplined Equity Fund C000011697 Class II C000011698 Class III GIDEX C000011699 Class IV GDEQX C000011700 Class M 0000772129 S000004157 GMO International Core Equity Fund C000011701 Class III GMIEX C000011702 Class IV GMIRX C000011703 Class V C000011704 Class VI GCEFX 0000772129 S000004218 GMO International Growth Equity Fund C000011867 Class III GMIGX C000011868 Class IV C000011869 Class V C000011870 Class VI 0000772129 S000004225 GMO International Growth Fund C000011886 Class II C000011887 Class III GIIIX C000011888 Class IV C000011889 Class M N-CSR/A 1 a06-8937_19ncsra.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 Covered Series. 

 

 

Schedule A - (the "Covered Series")

 

GMO U.S. Core Fund

 

GMO U.S. Core Equity Fund

 

GMO Small/Mid Cap Growth Fund

 

GMO U.S. Small/Mid Cap Growth Fund

 

GMO Small/Mid Cap Value Fund

 

GMO U.S. Small/Mid Cap Value Fund

 

GMO Value Fund

 

GMO U.S. Value Fund

 

GMO Growth Fund

 

GMO U.S. Growth Fund

 

GMO Intrinsic Value Fund

 

GMO U.S. Intrinsic Value Fund

 

GMO International Disciplined Equity Fund

 

GMO International Core Equity Fund

 

GMO International Growth Fund

 

GMO International Growth Equity Fund

 


 

Item 1. Reports to Stockholders.

 

The annual reports for each Covered Series of the registrant for the periods ended February 28, 2006 are filed herewith.

 


GMO Small/Mid Cap Growth Fund

(formerly GMO Small Cap 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 www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund votes proxies relating to portfolio securities during the most recent 12-month period ended June 30 is or will be available at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund will file 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 will be available on the Commission's website at www.sec.gov. The Fund's Form N-Q (when available) 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 Small/Mid Cap Growth Fund

(Formerly GMO Small Cap Growth 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

Since September 16, 2005, the GMO Small/Mid Cap Growth Fund returned +9.3% for the fiscal period ended February 28, 2006, as compared to +10.2% for the Russell 2500 Growth Index 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 for the period is primarily attributed to stock selection, which was hindered by picks among health care, food & beverage, and construction issues. Selections in oil & gas, retail stores, and transportation securities contributed to relative performance.

Sector selection was also negative relative to the benchmark for the period, due in part to the portfolio's underweight position in technology. This was slightly counteracted by the portfolio's overweight position in machinery and underweight position in health care.

For the period, both momentum and valuation stock selection strategies provided negative impacts on the portfolio's overall relative 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 .50% on the purchase and .50% 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.

†  See Note 1 to the financial statements.


GMO Small/Mid Cap Growth Fund

(formerly GMO Small Cap Growth Fund)
(A Series of GMO Trust)
Investments Concentration Summary
February 28, 2006 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     98.7 %  
Short-Term Investment(s)     2.8    
Other     (1.5 )  
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Technology     22.7 %  
Health Care     14.8    
Services     11.1    
Financial     9.4    
Retail Stores     7.9    
Construction     7.3    
Machinery     6.2    
Consumer Goods     4.9    
Oil & Gas     4.9    
Manufacturing     3.0    
Transportation     1.7    
Utility     1.5    
Automotive     1.4    
Food & Beverage     1.3    
Primary Process Industry     1.2    
Metals & Mining     0.7    
      100.0 %  

 

1



GMO Small/Mid Cap Growth Fund

(formerly GMO Small Cap Growth Fund)
(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 28, 2006

Shares   Description   Value ($)  
    COMMON STOCKS — 98.7%  
    Automotive — 1.4%  
  400     Goodyear Tire & Rubber Co. (The) *      5,732    
  200     LKQ Corp. *      4,404    
  200     Oshkosh Truck Corp.     11,346    
  200     TRW Automotive Holdings Corp. *      5,120    
      26,602    
    Construction — 7.2%  
  100     American Woodmark Corp.     3,400    
  100     Beazer Homes USA, Inc.     6,345    
  100     Drew Industries, Inc. *      3,245    
  100     Florida Rock Industries, Inc.     5,761    
  200     Forest City Enterprises, Inc.-Class A     8,102    
  100     Hovnanian Enterprises, Inc. *      4,611    
  200     Jacobs Engineering Group, Inc. *      17,148    
  100     Kilroy Realty Corp. REIT     7,482    
  200     Lennox International, Inc.     6,430    
  200     Martin Marietta Materials, Inc.     19,500    
  100     MDC Holdings, Inc.     6,129    
  100     Meritage Homes Corp. *      5,853    
  100     Ryland Group, Inc.     6,975    
  100     Simpson Manufacturing Co., Inc.     3,909    
  100     Standard-Pacific Corp.     3,285    
  100     Thor Industries, Inc.     4,720    
  100     Toll Brothers, Inc. *      3,236    
  100     USG Corp. *      8,448    
  100     Washington Group International, Inc.     5,837    
  100     Watsco, Inc.     6,962    
      137,378    

 

See accompanying notes to the financial statements.

2


GMO Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Consumer Goods — 4.8%  
  100     Bebe Stores, Inc.     1,717    
  100     Blyth, Inc.     2,228    
  100     Carter's, Inc. *      6,399    
  100     Chattem, Inc. *      3,899    
  100     Columbia Sportswear Co. *      5,036    
  100     Ethan Allen Interiors, Inc.     4,071    
  100     Fossil, Inc. *      1,702    
  100     Genesco, Inc. *      4,060    
  200     Guess ?, Inc. *      7,238    
  300     Herman Miller, Inc.     9,057    
  100     HNI Corp.     5,829    
  100     Kenneth Cole Productions, Inc.-Class A     2,751    
  100     K-Swiss, Inc.-Class A     2,918    
  100     Matthews International Corp.-Class A     3,714    
  200     Maytag Corp.     3,440    
  100     Phillips-Van Heusen Corp.     3,550    
  500     Playtex Products, Inc. *      5,250    
  100     Skechers U.S.A., Inc.-Class A *      2,120    
  100     Steven Madden, Ltd.     3,205    
  100     Timberland Co.-Class A *      3,505    
  200     Tupperware Corp.     4,238    
  300     Vector Group, Ltd.     5,583    
      91,510    
    Financial — 9.2%  
  200     21st Century Insurance Group     3,240    
  100     Amerco, Inc. *      8,884    
  100     American Financial Group, Inc.     4,140    
  200     Arthur J. Gallagher & Co.     5,898    
  100     Bank of Hawaii Corp.     5,340    
  100     Calamos Asset Management, Inc.-Class A     3,837    
  100     Capital Corp. of the West     3,364    
  200     CB Richard Ellis Group, Inc.-Class A *      13,736    
  100     Corus Bankshares, Inc.     6,005    

 

See accompanying notes to the financial statements.

3


GMO Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Financial — continued  
  100     Cullen/Frost Bankers, Inc.     5,512    
  100     Equifax, Inc.     3,664    
  100     Erie Indemnity Co.-Class A     5,307    
  100     Euronet Worldwide, Inc. *      3,506    
  100     First American Corp.     4,216    
  100     First Midwest Bancorp, Inc.     3,363    
  100     First State Bancorp     2,582    
  100     Flagstar Bancorp, Inc.     1,545    
  100     Fremont General Corp.     2,372    
  100     GATX Corp.     3,970    
  100     HCC Insurance Holdings, Inc.     3,219    
  100     IndyMac Bancorp, Inc.     3,882    
  100     Investors Financial Services Corp.     4,511    
  100     Jefferies Group, Inc.     5,704    
  100     Nara Bancorp, Inc.     1,747    
  100     Nasdaq Stock Market, Inc. *      4,051    
  100     Nelnet, Inc.-Class A *      4,145    
  100     People's Bank     3,094    
  100     Student Loan Corp.     21,949    
  200     TCF Financial Corp.     5,072    
  100     Universal American Financial Corp. *      1,515    
  200     Valley National Bancorp     4,858    
  100     Westamerica Bancorporation     5,424    
  100     Wilmington Trust Corp.     4,281    
  200     WR Berkley Corp.     11,578    
      175,511    
    Food & Beverage — 1.3%  
  200     Flowers Foods, Inc.     5,500    
  100     Gold Kist, Inc. *      1,327    
  100     Hansen Natural Corp. *      9,334    
  100     Lancaster Colony Corp.     4,014    
  100     USANA Health Sciences, Inc. *      4,315    
      24,490    

 

See accompanying notes to the financial statements.

4


GMO Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Health Care — 14.6%  
  200     American Pharmaceutical Partners, Inc. *      6,048    
  100     Apria Healthcare Group *      2,299    
  100     Bausch & Lomb, Inc.     6,921    
  100     Beverly Enterprises, Inc. *      1,236    
  300     Cerner Corp. *      12,489    
  200     Community Health Systems, Inc. *      7,584    
  100     Dade Behring Holdings, Inc.     3,648    
  100     Edwards Lifesciences Corp. *      4,135    
  400     Health Net, Inc. *      19,180    
  100     Henry Schein, Inc. *      4,665    
  200     Hologic, Inc. *      9,566    
  100     Idexx Laboratories, Inc. *      7,858    
  100     Intuitive Surgical, Inc. *      9,020    
  100     Invitrogen Corp. *      7,093    
  100     Kindred Healthcare, Inc. *      2,162    
  200     King Pharmaceuticals, Inc. *      3,250    
  100     Kyphon, Inc. *      3,571    
  100     Lifecell Corp. *      2,206    
  200     Lincare Holdings, Inc. *      8,180    
  100     Manor Care, Inc.     4,135    
  100     Mentor Corp.     4,304    
  300     Merit Medical Systems, Inc. *      4,275    
  200     Odyssey HealthCare, Inc. *      3,764    
  300     Omnicare, Inc.     18,255    
  500     OraSure Technologies, Inc. *      4,760    
  100     Owens & Minor, Inc.     3,189    
  200     PDL BioPharma, Inc. *      6,262    
  100     Per-Se Technologies, Inc. *      2,526    
  200     Pharmaceutical Product Development, Inc.     13,918    
  200     Psychiatric Solutions, Inc. *      6,606    
  300     Regeneron Pharmaceuticals, Inc. *      4,911    
  100     RehabCare Group, Inc. *      2,018    
  200     ResMed, Inc. *      8,118    
  300     Respironics, Inc. *      10,908    

 

See accompanying notes to the financial statements.

5


GMO Small/Mid Cap Growth Fund

(formerly GMO Small Cap Growth 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  
  400     Spectranetics Corp. *      4,584    
  200     Sunrise Senior Living, Inc. *      7,092    
  200     Techne Corp. *      11,894    
  100     United Surgical Partners International, Inc. *      3,515    
  100     United Therapeutics Corp. *      6,164    
  200     Universal Health Services, Inc.-Class B     10,046    
  200     VCA Antech, Inc. *      5,590    
  100     Ventiv Health, Inc. *      2,786    
  300     Viropharma, Inc. *      5,805    
      276,536    
    Machinery — 6.1%  
  200     CAL Dive International, Inc. *      7,042    
  300     Cooper Cameron Corp. *      12,150    
  100     Cummins, Inc.     10,828    
  200     Flowserve Corp. *      10,280    
  400     Grant Prideco, Inc. *      16,188    
  100     Hydril *      6,734    
  200     Joy Global, Inc.     10,312    
  100     Lincoln Electric Holdings, Inc.     4,616    
  100     Maverick Tube Corp. *      4,653    
  100     MSC Industrial Direct Co.-Class A     4,737    
  100     Oceaneering International, Inc. *      5,514    
  200     Oil States International, Inc. *      6,906    
  100     Superior Energy Services, Inc. *      2,600    
  100     Terex Corp. *      7,915    
  100     Tidewater, Inc.     5,225    
      115,700    
    Manufacturing — 3.0%  
  100     Ball Corp.     4,260    
  200     Barnes Group, Inc.     7,676    
  100     Crown Holdings, Inc. *      1,830    
  100     Harsco Corp.     7,978    

 

See accompanying notes to the financial statements.

6


GMO Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Manufacturing — continued  
  100     Mobile Mini, Inc. *      5,448    
  100     Mueller Industries, Inc.     3,301    
  300     Myers Industries, Inc.     4,800    
  100     Owens-IIlinois, Inc. *      1,874    
  100     Reliance Steel & Aluminum Co.     8,239    
  200     Timken Co.     5,736    
  100     Trinity Industries, Inc.     5,300    
      56,442    
    Metals & Mining — 0.7%  
  200     CONSOL Energy, Inc.     12,804    
    Oil & Gas — 4.9%  
  200     Frontier Oil Corp.     9,250    
  300     Grey Wolf, Inc. *      2,082    
  300     Helmerich & Payne, Inc.     19,731    
  42     Occidental Petroleum Corp.     3,845    
  500     Patterson-UTI Energy, Inc.     13,775    
  200     Pioneer Drilling Co. *      2,878    
  200     Pride International, Inc. *      6,194    
  100     Remington Oil & Gas Corp. *      4,190    
  300     Rowan Cos., Inc.     12,075    
  100     Swift Energy Co. *      3,876    
  100     Tesoro Corp.     6,041    
  100     Todco-Class A     3,352    
  100     Unit Corp. *      5,317    
      92,606    
    Primary Process Industry — 1.2%  
  100     Airgas, Inc.     3,639    
  300     Celanese Corp.-Class A     6,420    
  100     Engelhard Corp.     3,975    
  100     Millipore Corp. *      6,933    
  100     Worthington Industries, Inc.     1,960    
      22,927    

 

See accompanying notes to the financial statements.

7


GMO Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Retail Stores — 7.8%  
  300     Advance Auto Parts *      12,405    
  100     American Eagle Outfitters, Inc.     2,544    
  100     Chico's FAS, Inc. *      4,705    
  100     Children's Place Retail Stores *      4,667    
  100     Christopher & Banks Corp.     2,193    
  100     Claire's Stores, Inc.     3,204    
  200     Conn's, Inc. *      7,450    
  200     Dollar Tree Stores, Inc. *      5,484    
  200     Dress Barn, Inc. *      8,636    
  200     Fastenal Co.     8,782    
  100     Great Atlantic & Pacific Tea Co. *      3,226    
  200     Gymboree Corp. *      4,572    
  150     Hibbett Sporting Goods, Inc. *      4,812    
  100     HOT Topic, Inc. *      1,318    
  100     Insight Enterprises, Inc. *      2,153    
  125     JOS A. Bank Clothiers, Inc. *      5,576    
  100     Longs Drug Stores Corp.     3,837    
  200     Men's Wearhouse, Inc. *      6,264    
  100     Movie Gallery, Inc.     319    
  300     NetFlix, Inc. *      8,043    
  400     O'Reilly Automotive, Inc. *      13,088    
  100     Pacific Sunwear of California, Inc. *      2,381    
  100     Pantry (The), Inc. *      5,917    
  200     Payless Shoesource, Inc. *      4,740    
  100     Pier 1 Imports, Inc.     1,053    
  200     Rent-A-Center, Inc. *      4,668    
  200     Ross Stores, Inc.     5,664    
  100     Talbots, Inc.     2,666    
  100     Too, Inc. *      3,043    
  100     Williams-Sonoma, Inc. *      4,049    
      147,459    

 

See accompanying notes to the financial statements.

8


GMO Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Services — 11.0%  
  100     Administaff, Inc.     4,745    
  200     American Reprographics Co. *      5,740    
  100     Applebee's International, Inc.     2,314    
  100     Applied Industrial Technologies, Inc.     4,278    
  200     Aramark Corp.-Class B     5,692    
  500     BearingPoint, Inc. *      4,455    
  100     Bright Horizons Family Solutions, Inc. *      3,351    
  100     Brinker International, Inc.     4,165    
  200     Career Education Corp. *      6,568    
  100     CBRL Group, Inc.     4,443    
  100     CDI Corp.     2,449    
  100     CEC Entertainment, Inc. *      3,256    
  500     Cenveo, Inc. *      7,045    
  100     Cheesecake Factory (The) *      3,616    
  100     Choice Hotels International, Inc.     4,453    
  100     Copart, Inc. *      2,584    
  100     Darden Restaurants, Inc.     4,194    
  200     Domino's Pizza, Inc.     5,100    
  100     Factset Research Systems, Inc.     3,915    
  200     Iron Mountain, Inc. *      8,740    
  100     ITT Educational Services, Inc. *      6,200    
  200     Labor Ready, Inc. *      4,914    
  1,100     Mediacom Communications Corp. *      6,204    
  200     Monster Worldwide, Inc. *      9,792    
  200     Nutri/System, Inc. *      8,594    
  100     Outback Steakhouse, Inc.     4,181    
  100     Panera Bread Co.-Class A *      7,086    
  200     Papa John's International, Inc. *      6,580    
  100     Performance Food Group Co. *      2,937    
  100     Rare Hospitality International, Inc. *      3,200    
  100     Regis Corp.     3,828    
  200     Resources Connection, Inc. *      5,504    
  200     Robert Half International, Inc.     7,184    
  100     Ruby Tuesday, Inc.     2,855    

 

See accompanying notes to the financial statements.

9


GMO Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Services — continued  
  800     Service Corp. International     6,360    
  700     Sinclair Broadcast Group-Class A     5,033    
  200     Sonic Corp. *      6,322    
  200     Sothebys Holdings, Inc.-Class A *      4,224    
  100     Stericycle, Inc. *      6,045    
  100     Valassis Communications, Inc. *      2,755    
  100     West Corp. *      4,353    
  100     World Fuel Services Corp.     3,030    
      208,284    
    Technology — 22.4%  
  300     ADTRAN, Inc.     8,256    
  300     Alliance Data Systems Corp. *      12,978    
  100     Alliant Techsystems, Inc. *      7,642    
  700     Amkor Technology, Inc. *      6,216    
  200     Amphenol Corp.-Class A     10,046    
  100     Anixter International, Inc.     4,575    
  100     Ansys, Inc. *      4,742    
  200     Anteon International Corp. *      11,058    
  200     aQuantive, Inc. *      5,318    
  100     Armor Holdings, Inc. *      5,873    
  400     AVX Corp.     6,624    
  100     Bankrate, Inc. *      3,615    
  400     BEA Systems, Inc. *      4,588    
  100     Blue Coat Systems, Inc. *      2,123    
  300     BMC Software, Inc. *      6,561    
  300     Brightpoint, Inc. *      8,487    
  100     Cabot Microelectronics Corp. *      3,412    
  100     Checkfree Corp. *      4,946    
  500     CNET Networks, Inc. *      6,920    
  200     Cogent, Inc. *      4,652    
  300     CommScope, Inc. *      7,197    
  100     Computer Programs & Systems, Inc.     4,596    
  100     Comtech Telecommunications Corp. *      3,133    

 

See accompanying notes to the financial statements.

10


GMO Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Technology — continued  
  200     Concur Technologies, Inc. *      3,032    
  400     Cypress Semiconductor Corp. *      7,104    
  100     Diebold, Inc.     4,000    
  200     Digital Insight Corp. *      6,610    
  200     Electronics for Imaging *      5,364    
  100     Emulex Corp. *      1,780    
  100     F5 Networks, Inc. *      6,782    
  100     Global Imaging Systems, Inc. *      3,610    
  100     Global Payments, Inc.     5,206    
  200     Greatbatch, Inc. *      4,422    
  400     Harris Corp.     18,272    
  200     Informatica Corp. *      3,204    
  400     Ingram Micro, Inc.-Class A *      7,912    
  100     International Rectifier Corp. *      3,710    
  600     Intersil Corp.-Class A     17,004    
  100     Itron, Inc. *      5,946    
  400     JDA Software Group, Inc. *      5,492    
  100     Komag, Inc. *      4,684    
  400     Lightbridge, Inc. *      3,924    
  200     LSI Logic Corp. *      1,950    
  100     Mantech International Corp.-Class A *      2,810    
  100     Maximus, Inc.     3,651    
  100     Metrologic Instruments, Inc. *      2,241    
  100     Micros Systems, Inc. *      4,329    
  200     Microsemi Corp. *      6,150    
  200     National Instruments Corp.     6,490    
  100     Neoware Systems, Inc. *      2,453    
  500     ON Semiconductor Corp. *      3,295    
  100     Paxar Corp. *      1,918    
  100     Perot Systems Corp.-Class A *      1,511    
  300     Plexus Corp. *      10,068    
  100     Portalplayer, Inc. *      2,526    
  200     Power Integrations, Inc. *      4,966    
  200     Powerwave Technologies, Inc. *      2,936    

 

See accompanying notes to the financial statements.

11


GMO Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Technology — continued  
  100     QLogic Corp. *      4,114    
  100     Quality Systems, Inc.     6,922    
  200     Red Hat, Inc. *      5,374    
  100     Reynolds & Reynolds Co. (The)-Class A     2,770    
  200     Silicon Laboratories, Inc. *      9,596    
  200     Sirf Technology Holdings, Inc. *      7,486    
  100     SRA International, Inc.-Class A *      3,452    
  400     SYKES Enterprises, Inc. *      5,328    
  200     Syntel, Inc.     3,400    
  150     Talx Corp.     4,794    
  100     Teledyne Technologies, Inc. *      3,313    
  700     Tellabs, Inc. *      10,283    
  100     Thomas & Betts Corp. *      4,920    
  200     Transaction Systems Architects, Inc. *      6,672    
  200     Trident Microsystems, Inc. *      5,588    
  100     Websense, Inc. *      6,181    
  100     WESCO International, Inc. *      5,732    
  300     Western Digital Corp. *      6,675    
  200     Wind River Systems, Inc. *      3,094    
      424,604    
    Transportation — 1.7%  
  100     Alaska Air Group, Inc. *      3,205    
  500     AMR Corp. *      12,550    
  100     CNF, Inc.     5,018    
  200     Continental Airlines, Inc.-Class B *      4,660    
  100     Landstar System, Inc.     4,659    
  100     Skywest, Inc.     2,897    
      32,989    
    Utility — 1.4%  
  200     Centerpoint Energy, Inc.     2,594    
  100     Duquesne Light Holdings, Inc.     1,735    
  100     Energen Corp.     3,573    

 

See accompanying notes to the financial statements.

12


GMO Small/Mid Cap Growth Fund

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

Shares /
Par Value ($)		   Description   Value ($)  
    Utility — continued  
  100     j2 Global Communications, Inc. *      4,360    
  200     NII Holdings, Inc.-Class B *      10,244    
  400     Time Warner Telecom, Inc.-Class A *      5,052    
      27,558    
    TOTAL COMMON STOCKS (COST $1,726,900)     1,873,400    
    SHORT-TERM INVESTMENT(S) — 2.8%  
  53,734     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $53,738 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 $54,809.		     53,734    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $53,734)     53,734    
    TOTAL INVESTMENTS — 101.5%
(Cost $1,780,634)		     1,927,134    
        Other Assets and Liabilities (net) — (1.5%)     (29,076 )  
    TOTAL NET ASSETS — 100.0%   $ 1,898,058    

 

Notes to Schedule of Investments:

REIT - Real Estate Investment Trust

*  Non-income producing security.

See accompanying notes to the financial statements.

13



GMO Small/Mid Cap Growth Fund

(formerly GMO Small Cap Growth Fund)
(A Series of GMO Trust)

Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value (cost $1,780,634) (Note 2)   $ 1,927,134    
Dividends and interest receivable     883    
Receivable for expenses reimbursed by Manager (Note 3)     20,843    
Total assets     1,948,860    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     481    
Shareholder service fee     219    
Accrued expenses     50,102    
Total liabilities     50,802    
Net assets   $ 1,898,058    
Net assets consist of:  
Net capital(1)   $ 1,751,558    
Net unrealized appreciation     146,500    
    $ 1,898,058    
Net assets attributable to:  
Class III shares   $ 1,898,058    
Shares outstanding:  
Class III     81,480    
Net asset value per share:  
Class III   $ 23.29    

 

(1)  Net capital includes net investment income (loss) and net realized gain (loss) on investments.

See accompanying notes to the financial statements.

14


GMO Small/Mid Cap Growth Fund

(formerly GMO Small Cap Growth Fund)
(A Series of GMO Trust)

Statement of Operations — Period from September 16, 2005 through February 28, 2006

Investment Income:  
Dividends   $ 6,283    
Interest     960    
Total investment income     7,243    
Expenses:  
Management fee (Note 3)     2,673    
Shareholder service fee – Class III (Note 3)     1,215    
Custodian, fund accounting agent and transfer agent fees     19,502    
Audit and tax fees     22,974    
Legal fees     163    
Trustees fees and related expenses (Note 3)     228    
Registration fees     1,257    
Miscellaneous     31    
Total expenses     48,043    
Fees and expenses reimbursed by Manager (Note 3)     (44,132 )  
Net expenses     3,911    
Net investment income (loss)     3,332    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     11,839    
Change in net unrealized appreciation (depreciation) on investments     146,500    
Net realized and unrealized gain (loss)     158,339    
Net increase (decrease) in net assets resulting from operations   $ 161,671    

 

See accompanying notes to the financial statements.

15


GMO Small/Mid Cap Growth Fund

(formerly GMO Small Cap Growth Fund)
(A Series of GMO Trust)

Statement of Changes in Net Assets

    Period from
September 16, 2005
through
February 28, 2006		  
Increase (decrease) in net assets:  
Operations:          
Net investment income (loss)   $ 3,332    
Net realized gain (loss)     11,839    
Change in net unrealized appreciation (depreciation)     146,500    
Net increase (decrease) in net assets from operations     161,671    
Net share transactions (Note 7):  
Class III     1,736,387    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     —    
Total increase (decrease) in net assets resulting from net share transactions and net
purchase premiums and redemption fees		     1,736,387    
Total increase (decrease) in net assets     1,898,058    
Net assets:  
Beginning of period     —    
End of period   $ 1,898,058    

 

See accompanying notes to the financial statements.

16



GMO Small/Mid Cap Growth Fund

(formerly GMO Small Cap Growth Fund)
(A Series of GMO Trust)

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

    Period from
September 16, 2005
through
February 28, 2006		  
Net asset value, beginning of period   $ 21.31    
Income (loss) from investment operations:  
Net investment income (loss)     0.04 †   
Net realized and unrealized gain (loss)     1.94    
Total from investment operations     1.98    
Net asset value, end of period   $ 23.29    
Total Return(a)      9.29 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,898    
Net expenses to average daily net assets     0.48 %*   
Net investment income to average daily net assets     0.41 %*   
Portfolio turnover rate     43 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     5.45 %*   
Purchase premiums and redemption fees consisted of the following per share amounts:     — †   

 

(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 shareholders.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

17



GMO Small/Mid Cap Growth Fund

(formerly GMO Small Cap Growth Fund)
(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Small/Mid Cap Growth Fund (the "Fund") (formerly GMO Small Cap Growth 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 long-term capital growth. The Fund's benchmark is the Russell 2500 Growth Index.

On September 16, 2005, shareholders of the Fund holding 95.3% of the Fund's then outstanding shares requested redemption of their shares. On the same day, the Fund transferred assets and liabilities (representing on a net basis 95.3% of the Fund's net assets) to GMO U.S. Small/Mid Cap Growth Fund, a newly organized fund, with investment objectives similar to the Fund's, in consideration for newly issued shares of GMO U.S. Small/Mid Cap Growth Fund. The Fund then honored the redemption requests by distributing to redeeming shareholders shares of equal value in the GMO U.S. Small/Mid Cap Growth Fund. The preceding events are hereafter referred to as (the "Redemption Transaction"). Because for tax and accounting purposes the GMO U.S. Small/Mid Cap Growth Fund is treated as a continuation of the Fund's prior operations, for accounting and tax purposes the Fund itself is deemed to have commenced operations on the date of the Redempti on Transaction. On the date of the Redemption Transaction, the shareholders who opted not to redeem from the Fund were deemed to have contributed securities in-kind to the Fund with an accounting and tax basis equal to fair market value. Therefore, the Statement of Operations, Statement of Changes in Net Assets and Financial Highlights are shown for the period from September 16, 2005 through 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.

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

18


GMO Small/Mid Cap Growth Fund

(formerly GMO Small Cap Growth 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 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 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 reco gnized 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 fa lls 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

19


GMO Small/Mid Cap Growth Fund

(formerly GMO Small Cap Growth Fund)
(A Series of GMO Trust)

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

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 Sta tement 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 o pen 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,

20


GMO Small/Mid Cap Growth Fund

(formerly GMO Small Cap Growth 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. For the period ended February 28, 2006, the Fund did not participate in securities lending.

Taxes

Prior to the close of business on September 16, 2005, the Fund qualified as a regulated investment company. Subsequent to the Redemption Transaction, all Fund tax attributes relating to the time periods prior to September 16, 2005 transferred to GMO U.S. Small/Mid Cap Growth Fund. After the close of business on September 16, 2005, the Fund elected to be treated 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 or 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)		  
$ 1,780,634     $ 206,755     $ (60,255 )   $ 146,500    

 

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 redemptions of Fund shares are 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

21


GMO Small/Mid Cap Growth Fund

(formerly GMO Small Cap Growth Fund)
(A Series of GMO Trust)

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

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 September 16, 2005 through February 28, 2006, the Fund received $0 and $0 in purchase premiums and 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.

GMO has entered into a binding agreement effective until at least May 31, 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 period ended February 28, 2006 was $33 and $0, 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 $2,469,913 and $754,764, 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.

22


GMO Small/Mid Cap Growth Fund

(formerly GMO Small Cap Growth Fund)
(A Series of GMO Trust)

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

6.  Principal shareholder and related party

As of February 28, 2006, 89.0% 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, 1.1% of the Fund's shares were held by GMO.

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 September 16, 2005
through February 28, 2006		  
Class III:   Shares   Amount  
Shares issued for in-kind
transaction		     81,480     $ 1,736,387    
Net increase (decrease)     81,480     $ 1,736,387    

 

23



Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Small/Mid Cap Growth Fund (formerly GMO Small Cap 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 Small/Mid Cap Growth Fund (formerly GMO Small Cap 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 period from September 16, 2005 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 state ments 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.

As described in Note 1 to the financial statements, GMO U.S. Small/Mid Cap Growth Fund was the successor to the Fund for accounting purposes for all periods prior to September 16, 2005.

PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2006

24


GMO Small/Mid Cap Growth Fund

(formerly GMO Small Cap 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 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 16, 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     0.48 %   $ 1,000.00     $ 1,092.90     $ 2.27    
2) Hypothetical     0.48 %   $ 1,000.00     $ 1,020.43     $ 2.19    

 

*  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 165 days in the period, divided by 365 days in the year.

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 Oterloo & 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 U.S. Small/Mid Cap 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 www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund votes proxies relating to portfolio securities during the most recent 12-month period ended June 30 is or will be available at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund will file 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 will be available on the Commission's website at www.sec.gov. The Fund's Form N-Q (when available) 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 U.S. Small/Mid Cap Growth 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 U.S. Small/Mid Cap Growth Fund returned +14.6% for the fiscal year ended February 28, 2006, as compared to +17.9% for the Russell 2500 Growth 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 underperformance for the fiscal year is primarily attributed to stock selection, which was hindered by picks among consumer goods, food & beverage, primary process industry, health care, and construction issues. Selections in retail stores and financial securities contributed to relative performance.

Sector selection was also negative relative to the benchmark for the period, due in part to the portfolio's overweight positions in primary process industry and retail stores. This was slightly counteracted by the portfolio's overweight position in construction.

For the fiscal year, both momentum and valuation stock selection strategies provided negative impacts on the portfolio's overall relative 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 .50% on the purchase and .50% 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 Fund is the successor to the GMO Small/Mid Cap Growth Fund, therefore, performance for the periods prior to September 16, 2005 is that of GMO Small/Mid Cap Growth Fund.


GMO U.S. Small/Mid Cap Growth 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)     25.8    
Other     (22.8 )  
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Technology     22.1 %  
Health Care     16.3    
Services     10.2    
Financial     8.9    
Retail Stores     8.7    
Construction     6.9    
Machinery     5.9    
Oil & Gas     5.6    
Consumer Goods     5.2    
Manufacturing     2.2    
Transportation     1.8    
Primary Process Industry     1.4    
Utility     1.4    
Automotive     1.2    
Food & Beverage     1.2    
Metals & Mining     1.0    
      100.0 %  

 

1



GMO U.S. Small/Mid Cap Growth 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 — 1.1%  
  6,400     Goodyear Tire & Rubber Co. (The) * (a)      91,712    
  1,400     Navistar International Corp. *      41,090    
  3,500     Oshkosh Truck Corp.     198,555    
      331,357    
    Construction — 6.7%  
  1,200     American Woodmark Corp.     40,800    
  1,100     Beazer Homes USA, Inc.     69,795    
  1,700     CBL & Associates Properties, Inc. REIT     72,420    
  400     EMCOR Group, Inc. *      17,436    
  1,600     Florida Rock Industries, Inc.     92,176    
  2,100     Hovnanian Enterprises, Inc. *      96,831    
  2,500     Jacobs Engineering Group, Inc. *      214,350    
  1,500     Kilroy Realty Corp. REIT     112,230    
  2,500     Lennox International, Inc.     80,375    
  3,500     Martin Marietta Materials, Inc.     341,250    
  1,267     MDC Holdings, Inc.     77,654    
  900     Meritage Homes Corp. * (a)      52,677    
  100     NVR, Inc. *      75,300    
  1,600     Ryland Group, Inc. (a)      111,600    
  1,000     Simpson Manufacturing Co., Inc.     39,090    
  2,100     Standard-Pacific Corp. (a)      68,985    
  1,200     Thor Industries, Inc. (a)      56,640    
  1,900     USG Corp. * (a)      160,512    
  1,500     Washington Group International, Inc.     87,555    
  1,500     Watsco, Inc. (a)      104,430    
  1,100     Winnebago Industries, Inc.     35,332    
      2,007,438    
    Consumer Goods — 5.0%  
  4,687     Bebe Stores, Inc.     80,476    
  1,500     Blyth, Inc.     33,420    

 

See accompanying notes to the financial statements.

2


GMO U.S. Small/Mid Cap Growth 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  
  1,700     Carter's, Inc. *      108,783    
  1,999     Charles & Colvard, Ltd. (a)      28,026    
  1,500     Chattem, Inc. *      58,485    
  1,400     Columbia Sportswear Co. * (a)      70,504    
  1,600     Ethan Allen Interiors, Inc.     65,136    
  1,950     Fossil, Inc. *      33,189    
  1,300     Genesco, Inc. *      52,780    
  2,300     Guess ?, Inc. *      83,237    
  2,500     Herman Miller, Inc.     75,475    
  1,000     HNI Corp.     58,290    
  1,100     Kenneth Cole Productions, Inc.-Class A     30,261    
  2,100     K-Swiss, Inc.-Class A     61,278    
  1,100     Matthews International Corp.-Class A     40,854    
  2,700     Maytag Corp.     46,440    
  600     Middleby Corp. * (a)      56,820    
  700     Oxford Industries, Inc.     32,046    
  2,400     Phillips-Van Heusen Corp.     85,200    
  2,300     Playtex Products, Inc. *      24,150    
  800     Polaris Industries, Inc. (a)      40,040    
  1,800     Skechers U.S.A., Inc.-Class A *      38,160    
  1,400     Steven Madden, Ltd.     44,870    
  4,000     Tempur-Pedic International, Inc. * (a)      47,200    
  2,000     Timberland Co.-Class A *      70,100    
  2,000     True Religion Apparel, Inc. * (a)      46,760    
  3,900     Tupperware Corp.     82,641    
      1,494,621    
    Financial — 8.6%  
  900     AMERIGROUP Corp. * (a)      19,251    
  600     AmerUs Group Co.     36,150    
  2,500     Arthur J. Gallagher & Co. (a)      73,725    
  500     Asta Funding, Inc. (a)      17,410    
  1,000     Bank of Hawaii Corp.     53,400    
  400     BlackRock, Inc.-Class A     56,840    

 

See accompanying notes to the financial statements.

3


GMO U.S. Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Financial — continued  
  3,200     CB Richard Ellis Group, Inc.-Class A *      219,776    
  800     City National Corp.     60,768    
  1,000     Commerce Bancorp, Inc., NJ     33,170    
  1,200     Corus Bankshares, Inc. (a)      72,060    
  1,400     Cullen/Frost Bankers, Inc.     77,168    
  500     Dollar Thrifty Automotive Group, Inc. *      20,190    
  700     Eaton Vance Corp.     19,726    
  1,500     Equifax, Inc.     54,960    
  2,000     Euronet Worldwide, Inc. *      70,120    
  3,200     First American Corp.     134,912    
  900     First Midwest Bancorp, Inc.     30,267    
  2,800     Flagstar Bancorp, Inc.     43,260    
  1,000     Fremont General Corp. (a)      23,720    
  1,200     GATX Corp.     47,640    
  900     GFI Group, Inc. *      54,054    
  3,350     HCC Insurance Holdings, Inc. (a)      107,836    
  2,000     IndyMac Bancorp, Inc.     77,640    
  1,000     Investors Financial Services Corp.     45,110    
  2,100     Jefferies Group, Inc.     119,784    
  1,100     Landamerica Financial Group, Inc.     73,370    
  2,100     MoneyGram International, Inc.     60,207    
  1,700     Nara Bancorp, Inc.     29,699    
  2,500     Nasdaq Stock Market, Inc. * (a)      101,275    
  800     Nuveen Investments, Inc.-Class A     38,536    
  2,600     People's Bank     80,444    
  900     Pre-Paid Legal Services, Inc. (a)      32,499    
  1,300     StanCorp Financial Group, Inc.     70,330    
  200     Student Loan Corp.     43,898    
  2,500     TCF Financial Corp.     63,400    
  4,200     Universal American Financial Corp. *      63,630    
  900     Westamerica Bancorporation     48,816    
  700     Westcorp     50,295    
  1,600     Wilmington Trust Corp.     68,496    
  3,000     WR Berkley Corp.     173,670    
      2,567,502    

 

See accompanying notes to the financial statements.

4


GMO U.S. Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Food & Beverage — 1.2%  
  1,600     Chiquita Brands International, Inc. (a)      27,552    
  2,900     Gold Kist, Inc. *      38,483    
  1,100     Hansen Natural Corp. * (a)      102,674    
  1,000     Lancaster Colony Corp.     40,140    
  900     Mannatech, Inc. (a)      12,051    
  1,800     Pilgrim's Pride Corp.     41,508    
  900     Sanderson Farms, Inc.     20,988    
  1,600     USANA Health Sciences, Inc. *      69,040    
      352,436    
    Health Care — 15.8%  
  1,300     Amedisys, Inc. * (a)      41,834    
  3,400     American Pharmaceutical Partners, Inc. * (a)      102,816    
  2,100     Apria Healthcare Group *      48,279    
  1,700     Bausch & Lomb, Inc. (a)      117,657    
  800     Beckman Coulter, Inc.     43,160    
  2,700     Beverly Enterprises, Inc. *      33,372    
  600     Biosite, Inc. *      32,448    
  5,000     Cerner Corp. * (a)      208,150    
  600     Chemed Corp.     33,264    
  2,400     Community Health Systems, Inc. *      91,008    
  1,400     Cutera, Inc. *      37,926    
  3,100     Dade Behring Holdings, Inc.     113,088    
  1,000     Diagnostic Products Corp. (a)      46,150    
  1,700     Edwards Lifesciences Corp. *      70,295    
  200     Genesis HealthCare Corp. * (a)      7,950    
  1,400     Haemonetics Corp. * (a)      72,520    
  5,900     Health Net, Inc. *      282,905    
  2,800     Henry Schein, Inc. *      130,620    
  2,400     Hologic, Inc. *      114,792    
  3,900     Human Genome Sciences, Inc. * (a)      48,828    
  900     ICU Medical, Inc. *      31,590    
  1,400     Idexx Laboratories, Inc. *      110,012    
  500     Immucor, Inc. *      14,910    

 

See accompanying notes to the financial statements.

5


GMO U.S. Small/Mid Cap Growth 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  
  800     Intuitive Surgical, Inc. *      72,160    
  2,000     Invitrogen Corp. *      141,860    
  1,300     Kindred Healthcare, Inc. * (a)      28,106    
  4,000     King Pharmaceuticals, Inc. *      65,000    
  500     KOS Pharmaceuticals, Inc. *      21,935    
  3,600     Kyphon, Inc. *      128,556    
  600     LCA-Vision, Inc.     26,160    
  2,000     Lifecell Corp. *      44,120    
  2,700     Lincare Holdings, Inc. *      110,430    
  1,700     Manor Care, Inc.     70,295    
  2,300     Mentor Corp.     98,992    
  4,000     Omnicare, Inc.     243,400    
  5,800     OraSure Technologies, Inc. *      55,216    
  1,200     Owens & Minor, Inc.     38,268    
  4,500     PDL BioPharma, Inc. *      140,895    
  3,400     Per-Se Technologies, Inc. *      85,884    
  3,400     Pharmaceutical Product Development, Inc.     236,606    
  1,000     PolyMedica Corp. (a)      40,440    
  2,700     Psychiatric Solutions, Inc. *      89,181    
  1,400     RehabCare Group, Inc. *      28,252    
  3,200     ResMed, Inc. *      129,888    
  3,500     Respironics, Inc. *      127,260    
  600     Sierra Health Services, Inc. *      25,014    
  700     Steris Corp.     17,339    
  2,600     Sunrise Senior Living, Inc. * (a)      92,196    
  2,600     Techne Corp. *      154,622    
  3,500     United Surgical Partners International, Inc. *      123,025    
  900     United Therapeutics Corp. *      55,476    
  3,300     Universal Health Services, Inc.-Class B     165,759    
  2,100     Ventana Medical Systems, Inc. *      76,167    
  1,800     Ventiv Health, Inc. *      50,148    
  4,300     Viropharma, Inc. *      83,205    
      4,699,429    

 

See accompanying notes to the financial statements.

6


GMO U.S. Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Machinery — 5.7%  
  3,000     CAL Dive International, Inc. * (a)      105,630    
  5,400     Cooper Cameron Corp. *      218,700    
  600     Cummins, Inc. (a)      64,968    
  2,600     Flowserve Corp. *      133,640    
  900     FMC Technologies, Inc. *      42,228    
  200     Graco, Inc.     8,334    
  5,600     Grant Prideco, Inc. *      226,632    
  1,000     Hydril *      67,340    
  3,175     Joy Global, Inc.     163,703    
  1,100     Lincoln Electric Holdings, Inc.     50,776    
  1,500     MSC Industrial Direct Co.-Class A     71,055    
  1,000     Oceaneering International, Inc. *      55,140    
  3,500     Oil States International, Inc. * (a)      120,855    
  600     SEACOR Holdings, Inc. *      43,782    
  600     Stanley Works (The)     30,084    
  3,700     Superior Energy Services, Inc. *      96,200    
  1,500     Terex Corp. *      118,725    
  1,800     Tidewater, Inc.     94,050    
      1,711,842    
    Manufacturing — 2.2%  
  1,000     Ball Corp.     42,600    
  1,000     Clarcor, Inc.     33,850    
  2,800     Crown Holdings, Inc. *      51,240    
  200     Greif, Inc.-Class A     11,582    
  1,300     Harsco Corp. (a)      103,714    
  800     Mobile Mini, Inc. *      43,584    
  1,600     Mueller Industries, Inc.     52,816    
  1,600     Owens-IIlinois, Inc. *      29,984    
  800     Reliance Steel & Aluminum Co.     65,912    
  900     Sonoco Products Co.     29,448    
  1,100     Temple-Inland, Inc.     46,937    
  3,600     Timken Co.     103,248    
  500     Trinity Industries, Inc.     26,500    
      641,415    

 

See accompanying notes to the financial statements.

7


GMO U.S. Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Metals & Mining — 1.0%  
  600     Arch Coal, Inc.     43,866    
  3,000     CONSOL Energy, Inc.     192,060    
  1,600     Royal Gold, Inc. (a)      50,288    
      286,214    
    Oil & Gas — 5.4%  
  3,100     Abraxas Petroleum Corp. *      17,639    
  3,900     Frontier Oil Corp.     180,375    
  8,700     Grey Wolf, Inc. *      60,378    
  4,300     Helmerich & Payne, Inc.     282,811    
  1,300     Holly Corp.     77,610    
  546     Occidental Petroleum Corp.     49,981    
  9,600     Patterson-UTI Energy, Inc.     264,480    
  4,300     Pride International, Inc. *      133,171    
  1,300     Remington Oil & Gas Corp. *      54,470    
  4,000     Rowan Cos., Inc.     161,000    
  1,000     Swift Energy Co. *      38,760    
  2,000     Tesoro Corp.     120,820    
  1,100     Todco-Class A     36,872    
  1,900     Unit Corp. *      101,023    
  800     Western Gas Resources, Inc.     37,848    
      1,617,238    
    Primary Process Industry — 1.4%  
  1,200     Airgas, Inc.     43,668    
  1,800     Celanese Corp.-Class A     38,520    
  1,300     Engelhard Corp.     51,675    
  300     FMC Corp. *      18,243    
  1,200     Headwaters, Inc. * (a)      44,544    
  1,100     Lubrizol Corp.     47,586    
  1,000     Millipore Corp. * (a)      69,330    
  600     NS Group, Inc. *      24,474    
  600     Ryerson Tull, Inc. (a)      15,144    
  600     Steel Technologies, Inc.     16,554    
  2,300     Worthington Industries, Inc.     45,080    
      414,818    

 

See accompanying notes to the financial statements.

8


GMO U.S. Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Retail Stores — 8.4%  
  6,300     Advance Auto Parts *      260,505    
  900     Barnes & Noble, Inc.     38,763    
  500     Building Materials Holding Corp. (a)      33,650    
  1,400     Carmax, Inc. *      43,988    
  1,700     Charlotte Russe Holding, Inc. *      30,940    
  1,700     Chico's FAS, Inc. * (a)      79,985    
  1,100     Children's Place Retail Stores *      51,337    
  1,300     Christopher & Banks Corp.     28,509    
  1,900     Claire's Stores, Inc.     60,876    
  3,000     Dollar Tree Stores, Inc. *      82,260    
  2,800     Dress Barn, Inc. * (a)      120,904    
  4,300     Fastenal Co.     188,813    
  2,500     Great Atlantic & Pacific Tea Co. * (a)      80,650    
  1,600     Gymboree Corp. *      36,576    
  3,600     Hibbett Sporting Goods, Inc. *      115,488    
  3,100     HOT Topic, Inc. * (a)      40,858    
  2,100     Insight Enterprises, Inc. *      45,213    
  1,687     JOS A. Bank Clothiers, Inc. * (a)      75,257    
  2,100     Longs Drug Stores Corp.     80,577    
  2,900     Men's Wearhouse, Inc. *      90,828    
  2,300     Movie Gallery, Inc.     7,337    
  2,900     NetFlix, Inc. * (a)      77,749    
  7,000     O'Reilly Automotive, Inc. *      229,040    
  1,725     Pacific Sunwear of California, Inc. *      41,072    
  1,100     Pantry (The), Inc. *      65,087    
  3,300     Payless Shoesource, Inc. * (a)      78,210    
  2,200     Pier 1 Imports, Inc. (a)      23,166    
  1,700     RadioShack Corp. (a)      33,235    
  2,450     Rent-A-Center, Inc. *      57,183    
  2,800     Ross Stores, Inc.     79,296    
  1,500     Sports Authority (The), Inc. *      54,885    
  1,700     Talbots, Inc.     45,322    
  1,300     Too, Inc. *      39,559    
  2,100     Williams-Sonoma, Inc. * (a)      85,029    
      2,502,147    

 

See accompanying notes to the financial statements.

9


GMO U.S. Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Services — 9.9%  
  1,200     Administaff, Inc.     56,940    
  2,875     Applebee's International, Inc. (a)      66,527    
  2,000     Applied Industrial Technologies, Inc.     85,560    
  2,800     Aramark Corp.-Class B     79,688    
  4,800     BearingPoint, Inc. * (a)      42,768    
  1,800     Bright Horizons Family Solutions, Inc. *      60,318    
  2,500     Brinker International, Inc.     104,125    
  2,800     Career Education Corp. *      91,952    
  1,400     Catalina Marketing Corp.     31,052    
  1,000     CBRL Group, Inc. (a)      44,430    
  1,000     CEC Entertainment, Inc. *      32,560    
  2,700     Cheesecake Factory (The) * (a)      97,632    
  500     Choice Hotels International, Inc.     22,265    
  1,500     Clean Harbors, Inc. * (a)      49,470    
  2,100     Copart, Inc. *      54,264    
  1,000     CRA International, Inc. *      46,750    
  1,500     Darden Restaurants, Inc.     62,910    
  1,900     Domino's Pizza, Inc.     48,450    
  900     Education Management Corp. *      33,840    
  1,750     Factset Research Systems, Inc.     68,513    
  2,100     Iron Mountain, Inc. *      91,770    
  1,400     Isle of Capri Casinos, Inc. * (a)      42,434    
  1,700     ITT Educational Services, Inc. *      105,400    
  4,000     Labor Ready, Inc. *      98,280    
  1,800     Martha Stewart Living Omnimedia-Class A * (a)      31,140    
  1,500     Monster Worldwide, Inc. *      73,440    
  2,100     Nutri/System, Inc. * (a)      90,237    
  2,500     Outback Steakhouse, Inc.     104,525    
  1,900     Panera Bread Co.-Class A *      134,634    
  3,200     Papa John's International, Inc. *      105,280    
  3,200     Performance Food Group Co. * (a)      93,984    
  1,000     PF Chang's China Bistro, Inc. *      48,340    
  1,100     Portfolio Recovery Associates, Inc. * (a)      53,801    
  1,300     Rare Hospitality International, Inc. *      41,600    

 

See accompanying notes to the financial statements.

10


GMO U.S. Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Services — continued  
  1,200     Red Robin Gourmet Burgers, Inc. * (a)      47,988    
  1,100     Regis Corp.     42,108    
  1,700     Resources Connection, Inc. *      46,784    
  4,100     Robert Half International, Inc.     147,272    
  2,400     Ruby Tuesday, Inc. (a)      68,520    
  2,800     Sonic Corp. *      88,508    
  1,100     Stericycle, Inc. *      66,495    
  2,400     Valassis Communications, Inc. * (a)      66,120    
  1,300     West Corp. *      56,589    
  1,200     World Fuel Services Corp.     36,360    
      2,961,623    
    Technology — 21.4%  
  800     AAR Corp. *      20,248    
  4,600     ADTRAN, Inc. (a)      126,592    
  5,100     Alliance Data Systems Corp. *      220,626    
  1,000     Alliant Techsystems, Inc. * (a)      76,420    
  3,000     Amphenol Corp.-Class A     150,690    
  1,700     Anixter International, Inc.     77,775    
  2,000     Ansys, Inc. *      94,840    
  2,600     Anteon International Corp. *      143,754    
  400     AO Smith Corp.     18,520    
  3,700     aQuantive, Inc. * (a)      98,383    
  1,900     Armor Holdings, Inc. * (a)      111,587    
  1,500     Avnet, Inc. *      37,695    
  300     Bankrate, Inc. * (a)      10,845    
  5,700     BEA Systems, Inc. *      65,379    
  1,300     Blue Coat Systems, Inc. * (a)      27,599    
  3,000     BMC Software, Inc. * (a)      65,610    
  4,575     Brightpoint, Inc. *      129,427    
  1,100     Cabot Microelectronics Corp. *      37,532    
  1,100     Checkfree Corp. *      54,406    
  2,300     Citrix Systems, Inc. *      74,428    
  9,700     CNET Networks, Inc. * (a)      134,248    

 

See accompanying notes to the financial statements.

11


GMO U.S. Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Technology — continued  
  2,800     Cogent, Inc. * (a)      65,128    
  2,100     CommScope, Inc. * (a)      50,379    
  700     Computer Programs & Systems, Inc.     32,172    
  1,900     CSG Systems International, Inc. *      41,762    
  1,100     Cymer, Inc. *      49,478    
  7,200     Cypress Semiconductor Corp. * (a)      127,872    
  1,700     Diebold, Inc.     68,000    
  2,100     Digital Insight Corp. *      69,405    
  2,900     Distributed Energy Systems Corp. *      27,057    
  1,000     EDO Corp.     29,130    
  3,300     Electronics for Imaging *      88,506    
  3,200     Emulex Corp. *      56,960    
  1,100     F5 Networks, Inc. * (a)      74,602    
  1,200     Global Imaging Systems, Inc. * (a)      43,320    
  2,100     Global Payments, Inc.     109,326    
  500     Greatbatch, Inc. *      11,055    
  6,800     Harris Corp.     310,624    
  1,400     Hutchinson Technology, Inc. * (a)      38,514    
  500     Imation Corp.     21,925    
  6,000     Informatica Corp. *      96,120    
  6,300     Ingram Micro, Inc.-Class A *      124,614    
  1,250     Innovative Solutions & Support, Inc. * (a)      17,638    
  1,800     International Rectifier Corp. *      66,780    
  6,600     Intersil Corp.-Class A     187,044    
  1,700     Itron, Inc. * (a)      101,082    
  1,300     Ixia *      15,678    
  1,000     John H. Harland Co.     36,190    
  2,300     Komag, Inc. * (a)      107,732    
  3,100     LSI Logic Corp. *      30,225    
  1,900     Mantech International Corp.-Class A *      53,390    
  800     Maximus, Inc.     29,208    
  1,000     Metrologic Instruments, Inc. *      22,410    
  1,400     Micros Systems, Inc. *      60,606    
  4,600     Microsemi Corp. *      141,450    
  600     MicroStrategy, Inc.-Class A *      55,008    
  400     Neoware Systems, Inc. * (a)      9,812    

 

See accompanying notes to the financial statements.

12


GMO U.S. Small/Mid Cap Growth Fund

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

Shares   Description   Value ($)  
    Technology — continued  
  1,100     Netlogic Microsystems, Inc. * (a)      38,885    
  1,800     Paxar Corp. *      34,524    
  1,300     Perot Systems Corp.-Class A *      19,643    
  3,000     Plexus Corp. *      100,680    
  2,500     Portalplayer, Inc. * (a)      63,150    
  400     Power Integrations, Inc. *      9,932    
  6,600     Powerwave Technologies, Inc. * (a)      96,888    
  2,100     QLogic Corp. *      86,394    
  1,300     Quality Systems, Inc. (a)      89,986    
  3,800     Red Hat, Inc. * (a)      102,106    
  1,600     Reynolds & Reynolds Co. (The)-Class A     44,320    
  7,600     RF Micro Devices, Inc. *      51,148    
  600     ScanSource, Inc. *      34,866    
  1,900     SERENA Software, Inc. *      45,410    
  400     SI International, Inc. *      13,024    
  2,500     Silicon Laboratories, Inc. * (a)      119,950    
  2,400     Sirf Technology Holdings, Inc. *      89,832    
  1,900     SRA International, Inc.-Class A *      65,588    
  900     Sybron Dental Specialties, Inc. *      34,434    
  2,700     Syntel, Inc.     45,900    
  2,600     Talx Corp.     83,096    
  7,500     Tellabs, Inc. *      110,175    
  2,500     Teradyne, Inc. *      41,975    
  800     Tessera Technologies, Inc. *      24,984    
  1,300     Transaction Systems Architects, Inc. *      43,368    
  2,900     Trident Microsystems, Inc. * (a)      81,026    
  1,000     United Stationers, Inc. *      49,500    
  2,400     Valueclick, Inc. * (a)      42,024    
  1,400     Varian Semiconductor Equipment Associates, Inc. *      66,024    
  1,100     Websense, Inc. *      67,991    
  2,500     WESCO International, Inc. * (a)      143,300    
  5,000     Western Digital Corp. *      111,250    
  3,500     Wind River Systems, Inc. *      54,145    
  1,100     Zoran Corp. *      21,758    
      6,374,082    

 

See accompanying notes to the financial statements.

13


GMO U.S. Small/Mid Cap Growth Fund

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

Shares /
Par Value ($)		   Description   Value ($)  
    Transportation — 1.8%  
  1,300     Alaska Air Group, Inc. *      41,665    
  7,400     AMR Corp. * (a)      185,740    
  1,200     Arkansas Best Corp.     49,872    
  2,000     CNF, Inc.     100,360    
  1,300     ExpressJet Holdings, Inc. *      9,776    
  1,100     Hornbeck Offshore Services, Inc. *      35,376    
  600     Landstar System, Inc.     27,954    
  1,200     Old Dominion Freight Line, Inc. *      31,632    
  1,700     Skywest, Inc.     49,249    
      531,624    
    Utility — 1.4%  
  4,800     Centerpoint Energy, Inc.     62,256    
  1,700     Duquesne Light Holdings, Inc.     29,495    
  1,800     Energen Corp.     64,314    
  1,900     Equitable Resources, Inc.     69,084    
  1,000     j2 Global Communications, Inc. * (a)      43,600    
  2,800     NII Holdings, Inc.-Class B *      143,416    
      412,165    
    TOTAL COMMON STOCKS (COST $24,881,414)     28,905,951    
    SHORT-TERM INVESTMENT(S) — 25.8%  
  230,072     American Beacon Money Market Select Fund (b)      230,072    
  747,734     BGI Institutional Money Market Fund (b)      747,734    
  824,369     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $824,438 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 market value, including accrued interest
of $840,856.		     824,369    
  345,108     Fortis Bank Eurodollar Term Fixed Rate Yankee Certificate of Deposit,
4.53%, due 03/23/06 (b) 		     345,108    
  1,150,360     Goldman Sachs Group Inc. Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $1,150,507 and an effective yield of
4.60%, collateralized by various corporate debt obligations with an
aggregate market value of $1,173,367. (b) 		     1,150,360    

 

See accompanying notes to the financial statements.

14


GMO U.S. Small/Mid Cap Growth Fund

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

Shares /
Par Value ($)		   Description   Value ($)  
    SHORT-TERM INVESTMENT(S) — continued  
  1,035,324     Merrill Lynch & Co. Triparty Repurchase Agreement, dated 02/28/06,
due 03/01/06, with a maturity value of $1,035,455 and an effective yield of
4.55%, collateralized by various U.S. government obligations with an
aggregate market value of $1,062,100. (b) 		     1,035,324    
  230,072     Merrimac Cash Series - Premium Class (b)      230,072    
  838,891     Morgan Stanley & Co. Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $838,997 and an effective yield of
4.55%, collateralized by various U.S. government obligations with an
aggregate market value of $855,674. (b) 		     838,891    
  690,216     National Australia Bank Eurodollar Overnight Time Deposit, 4.56%,
due 03/01/06 (b) 		     690,216    
  460,144     Rabobank Nederland Eurodollar Overnight Time Deposit, 4.52%,
due 03/01/06 (b) 		     460,144    
  345,108     Royal Bank of Scotland Eurodollar Term Fixed Rate Yankee Certificate of
Deposit, 4.55%, due 03/31/06 (b) 		     345,108    
  707,228     Svenska Handlesbanken Eurodollar Overnight Time Deposit, 4.57%,
due 03/01/06 (b) 		     707,228    
  100,000     U.S. Treasury Bill, 3.81%, due 03/23/06 (c)      99,774    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $7,704,400)     7,704,400    
    TOTAL INVESTMENTS — 122.8%
(Cost $32,585,814)		     36,610,351    
        Other Assets and Liabilities (net) — (22.8%)     (6,806,811 )  
    TOTAL NET ASSETS — 100.0%   $ 29,803,540    

 

Notes to Schedule of Investments:

REIT - Real Estate Investment Trust

*  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.

See accompanying notes to the financial statements.

15



GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value, including securities on loan of $6,456,034
(cost $32,585,814) (Note 2)		   $ 36,610,351    
Receivable for Fund shares sold     1,009    
Dividends and interest receivable     16,209    
Receivable for expenses reimbursed by Manager (Note 3)     14,980    
Miscellaneous receivable     5    
Total assets     36,642,554    
Liabilities:  
Collateral on securities loaned (Note 2)     6,780,257    
Payable to affiliate for (Note 3):  
Management fee     7,167    
Shareholder service fee     3,468    
Trustees and Chief Compliance Officer fees     99    
Accrued expenses     48,023    
Total liabilities     6,839,014    
Net assets   $ 29,803,540    
Net assets consist of:  
Paid-in capital   $ 25,908,590    
Accumulated undistributed net investment income     18,183    
Distributions in excess of net realized gain     (147,770 )  
Net unrealized appreciation     4,024,537    
    $ 29,803,540    
Net assets attributable to:  
Class III shares   $ 29,803,540    
Shares outstanding:  
Class III     1,515,019    
Net asset value per share:  
Class III   $ 19.67    

 

See accompanying notes to the financial statements.

16


GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends   $ 247,678    
Interest (including securities lending income of $10,474)     36,398    
Total investment income     284,076    
Expenses:  
Management fee (Note 3)     117,651    
Shareholder service fee – Class III (Note 3)     54,871    
Custodian, fund accounting agent and transfer agent fees     49,326    
Audit and tax fees     65,812    
Legal fees     761    
Trustees fees and related expenses (Note 3)     2,269    
Registration fees     8,172    
Miscellaneous     3,267    
Total expenses     302,129    
Fees and expenses reimbursed by Manager (Note 3)     (127,759 )  
Net expenses     174,370    
Net investment income (loss)     109,706    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     7,233,862    
Closed futures contracts     92,293    
Net realized gain (loss)     7,326,155    
Change in net unrealized appreciation (depreciation) on investments     (2,622,842 )  
Net realized and unrealized gain (loss)     4,703,313    
Net increase (decrease) in net assets resulting from operations   $ 4,813,019    

 

See accompanying notes to the financial statements.

17


GMO U.S. Small/Mid Cap Growth 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)   $ 109,706     $ 63,956    
Net realized gain (loss)     7,326,155       4,017,654    
Change in net unrealized appreciation (depreciation)     (2,622,842 )     (513,101 )  
Net increase (decrease) in net assets from operations     4,813,019       3,568,509    
Distributions to shareholders from:  
Net investment income  
Class III     (124,141 )     (18,682 )  
Net realized gains  
Class III     (8,526,333 )     (3,738,543 )  
      (8,650,474 )     (3,757,225 )  
Net share transactions (Note 7):  
Class III     (5,297,238 )     (2,758,263 )  
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     137,656       85,948    
Total increase (decrease) in net assets resulting from
net share transactions and net purchase premiums and
redemption fees		     (5,159,582 )     (2,672,315 )  
Total increase (decrease) in net assets     (8,997,037 )     (2,861,031 )  
Net assets:  
Beginning of period     38,800,577       41,661,608    
End of period (including accumulated undistributed net
investment income of $18,183 and $41,819, respectively)		   $ 29,803,540     $ 38,800,577    

 

See accompanying notes to the financial statements.

18



GMO U.S. Small/Mid Cap Growth 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   $ 21.96     $ 21.78     $ 13.52     $ 16.48     $ 19.08    
Income (loss) from investment operations:  
Net investment income (loss)†      0.06       0.03       0.00 (a)      (0.01 )     0.01    
Net realized and unrealized gain (loss)     2.93       1.96       8.28       (2.95 )     (1.12 )  
Total from investment operations     2.99       1.99       8.28       (2.96 )     (1.11 )  
Less distributions to shareholders:  
From net investment income     (0.07 )     (0.01 )     (0.02 )     —       —    
From net realized gains     (5.21 )     (1.80 )     —       —       (1.49 )  
Total distributions     (5.28 )     (1.81 )     (0.02 )     —       (1.49 )  
Net asset value, end of period   $ 19.67     $ 21.96     $ 21.78     $ 13.52     $ 16.48    
Total Return(b)      14.63 %     10.50 %     61.22 %     (17.96 )%     (6.36 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 29,804     $ 38,801     $ 41,662     $ 17,669     $ 17,049    
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     0.30 %     0.16 %     0.02 %     (0.06 )%     0.07 %  
Portfolio turnover rate     87 %     110 %     97 %     116 %     118 %  
Fees and expenses reimbursed by
the Manager to average daily net assets:		     0.35 %     0.26 %     0.24 %     0.37 %     0.33 %  
Purchase premiums and redemption fees
consisted of the following per
share amounts:† 		   $ 0.08     $ 0.04     $ 0.06     $ 0.03     $ 0.02    

 

(a)  Net investment income 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 shareholders.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

19



GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO U.S. Small/Mid Cap Growth 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 commenced operations following an in-kind purchase of shares by GMO Small/Mid Cap Growth Fund (formerly GMO Small Cap Growth Fund) ("Predecessor Fund") effected as of the close of business on September 16, 2005 ("Purchase Date"). For tax purposes, this transaction met all requirements for a tax-free reorganization under the Internal Revenue Code, and consequently the Fund retained the Predecessor Fund's basis and holding period in each asset contributed in-kind. For accounting purposes, the Fund also recorded a cost for each in-kind asset contributed by the Predecessor Fund equal to such asset's historical cost. For tax and accounting purposes, the Fund is treated as a continuation of the Predecessor Fund's operations. Therefore, the Statement of Operations is shown for the entire fiscal year ending February 28, 2006, the Statements of Changes in Net Assets are shown for the entire fiscal years ending February 28, 2006 and 2005, and the Financial Highlights are shown for each of the fiscal years ending February 28/29, 2006, 2005, 2004, 2003 and 2002.

The Fund seeks long-term capital growth. The Fund's benchmark is the Russell 2500 Growth 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.

20


GMO U.S. Small/Mid Cap Growth 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 reco gnized 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 fa lls 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

21


GMO U.S. Small/Mid Cap Growth 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 o pen 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, t he Fund had loaned securities having a market value of $6,456,034 collateralized by cash in the amount of $6,780,257 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.

22


GMO U.S. Small/Mid Cap Growth 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. For the years ended February 28, 2006 and February 28, 2005, the tax character of distributions paid was as follows: ordinary income – $687,821 and $1,687,637, respectively and long-term capital gains – $7,962,653 and $2,069,588, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $559,185 and $196,290 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 $851,651 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 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)		  
$ 32,619,225     $ 4,930,039     $ (938,913 )   $ 3,991,126    

 

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  
$ (9,201 )   $ (93,147 )   $ 102,348    

 

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 U.S. Small/Mid Cap Growth 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 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 the 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 $38,857 and $26,911 in purchase premiums and $98,799 and $59,037 in redemption fees, respectively. There is no premium for reinvested distributions or in-kind tra nsactions.

3.  Fees and other transactions with affiliates

Effective September 16, 2005, GMO earns a management fee paid monthly at the annual rate of 0.31% of the Fund's average daily net assets. Prior to September 16, 2005, GMO earned a management fee paid monthly at the annual rate of 0.33% of the Predecessor Fund's average daily net assets (See Note 1). 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.

Effective September 16, 2005, 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

24


GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)

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

transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes), securities lending fees and expenses, interest expense and transfer taxes) exceed 0.31% of average daily net assets. Prior to September 16, 2005, the rate was 0.33% of the Predecessor Fund's 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 $859 and $214, 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 $30,085,838 and $42,853,895, 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, 53.2% 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, 71.9% of the Fund's shares were held by accounts for which the Manager has investment discretion.

25


GMO U.S. Small/Mid Cap Growth 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 and Predecessor Fund shares were as follows (See Note 1):

    Year Ended
February 28, 2006		   Year Ended
February 28, 2005		  
Class III:   Shares   Amount   Shares   Amount  
Shares sold     277,117     $ 6,003,947       250,830     $ 5,377,242    
Shares issued to shareholders
in reinvestment of distributions		     413,988       8,499,314       198,823       3,751,783    
Shares repurchased     (861,543 )     (18,064,112 )     (595,450 )     (11,887,288 )  
Redemption in-kind     (81,480 )     (1,736,387 )     —       —    
Purchase premiums and redemption fees     —       137,656       —       85,948    
Net increase (decrease)     (251,918 )   $ (5,159,582 )     (145,797 )   $ (2,672,315 )  

 

26



Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO U.S. Small/Mid Cap 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 U.S. Small/Mid Cap 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 Acc ounting 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.

As described in Note 1 to the financial statements, the Fund is the successor to GMO Small/Mid Cap Growth Fund (formerly GMO Small Cap Growth Fund) and includes the operations of GMO Small/Mid Cap Growth Fund (formerly GMO Small Cap Growth Fund) for periods prior to September 16, 2005.

PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2006

27


GMO U.S. Small/Mid Cap 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 year 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     0.47 %   $ 1,000.00     $ 1,079.10     $ 2.42    
2) Hypothetical     0.47 %   $ 1,000.00     $ 1,022.46     $ 2.36    

 

*  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.

28


GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)


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

The Fund's distributions to shareholders include $7,962,653 from long-term capital gains.

For taxable, non-corporate shareholders, 75.59% 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, 86.94% 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, $33,181 and $550,743, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

29


GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement
February 28, 2006 (Unaudited)

In determining to approve the initial investment management agreement for the Fund, the Trustees, each of whom is not an "interested person" of the Trust, considered information that they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The Trustees met on June 28, 2005 to discuss the materials provided by the Manager for purposes of considering the Manager's proposal to establish the Fund, as well as seven other funds of the Trust, as new series of the Trust and the proposed new investment management agreements between the Trust, on behalf of each such fund, and the Manager. The investment management agreement for each fund was considered separately; however, the Trustees noted the common interests of the funds. As discussed below, at meetings throughout the year, the Trustees also considered other information relevant to their approval of the Fund's investment management agreement. Matters considered by the Trustees included the following:

The Trustees considered that they had met with the Fund's investment advisory personnel over the course of the year. The Trustees also considered information provided by the Manager relating to the education, experience, and number of investment professionals and other personnel who will provide services under the Fund's investment management agreement. The Trustees also received information concerning the investment philosophy and investment process to be applied by the Manager in managing the Fund, and evaluated the level of skill required to manage the Fund. In connection with that information, the Trustees considered the Manager's in-house research capabilities as well as other resources available to the Manager's personnel. The Trustees also took into account the time and attention to be devoted by senior management to the Fund. The Trustees considered the business reputation of the Manager, its financial resources and its professional liability insurance coverage.

Since the Fund had not yet commenced operations, the Trustees were unable to consider its performance. However, the Trustees considered the performance of an existing fund of the Trust with a comparable investment program (the "Predecessor Fund").1 The Trustees noted the generally positive performance of the Predecessor Fund over various time periods. The Trustees also considered the competence of the personnel responsible for managing the Predecessor Fund, the support those personnel received from the Manager, the investment techniques used to manage the Predecessor Fund, and the overall competence of the Manager.

The Trustees gave substantial consideration to the fees payable under the Fund's investment management agreement. The Trustees considered that the Fund's advisory fee and projected expense ratio were lower than the advisory fee and expense ratio of the Predecessor Fund. The Trustees reviewed information prepared by Lipper Inc. concerning fees paid to investment managers of funds with similar objectives, and noted that the advisory fee and projected expense ratio of the Fund compared very favorably to those of most other comparable funds included in the Lipper data. The Fund's advisory fee ranked in the first quintile in its Lipper-determined expense group. In addition, the Fund's total expense ratio for its Class III Shares ranked in the first quintile in its Lipper-determined expense group. In evaluating the Fund's advisory fee, the Trustees also took into account the sophistication of the investment techniques to be used to ma nage the Fund, and reviewed information provided by the Manager regarding fees paid by its separate account clients and non-proprietary mutual fund clients. Since the Fund had not yet commenced operations, the Trustees

1  For tax, accounting and performance reporting purposes, the Fund is treated as a continuation of the Predecessor Fund's operations.

30


GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement — Continued
February 28, 2006 (Unaudited)

were unable to review the Manager's profitability with respect to the Fund. The Trustees had, however, considered the Manager's profitability with respect to the Predecessor Fund in approving the continuance of the management contract for the Predecessor Fund, and they noted the management fee payable by the Fund would be lower than that paid by the Predecessor Fund. The Trustees did, moreover, consider both the actual dollar amount of fees to be paid by the Fund directly to the Manager and the so-called "fallout benefits" to the Manager such as the receipt of shareholder servicing fees pursuant to the Trust's servicing agreements, and reputational value to be derived from serving as investment manager to the Fund. The Trustees regarded the ability of the funds of the Trust to establish a public record of their performance also to be a fallout benefit to the Manager because of the opportunity that record creates for the Manager to increase assets under management by, for example, attracting new clients, expanding existing client relationships and becoming a subadviser under arrangements in which the funds of the Trust would be advised and distributed by an organization with strong retail sales capabilities. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the agreement, that the advisory fee to be charged to the Fund was reasonable.

The Trustees also considered the quality of the services to be provided by the Manager to the Fund. The Trustees evaluated the Manager's record with respect to regulatory compliance and compliance with the investment policies of other funds of the Trust. The Trustees also evaluated the procedures of the Manager designed to fulfill the Manager's fiduciary duty to the Fund with respect to possible conflicts of interest, including the Manager's code of ethics (regulating the personal trading and business conduct of its officers and employees), the procedures by which the Manager allocates trades among its investment advisory clients, the Manager's and the Fund's proxy voting policies and procedures, the integrity of the systems in place to ensure compliance with the foregoing, and the record of the Manager in these matters. The Trustees also received information concerning the standards of the Manager with respect to the execution of portfolio transactions.

The Trustees considered the scope of the services to be provided by the Manager to the Fund under the investment management agreement and shareholder service agreement. The Trustees noted that the standard of care set forth in the investment management agreement was comparable to that found in most mutual fund investment management agreements. The Trustees noted that the scope of the Manager's services to the Fund would be consistent with the Fund's operational requirements, including, in addition to seeking to achieve the Fund's investment objective, compliance with the Fund's investment restrictions, tax and reporting requirements, and related shareholder services. The Trustees considered the Manager's management of non-advisory services to be provided by persons other than the Manager, considering, among other things, the Fund's estimated total expenses and the reputation of the Fund's other service providers.

After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the agreement, that the nature, extent, and quality of services to be provided supported the approval of the agreement.

At the end of the meeting of the Trustees on June 28, 2005, the Trustees, each of whom is not an "interested person" of the Trust, based on their evaluation of all factors that they deemed to be material, including those factors described above, approved the Fund's initial investment management agreement for an initial period ending on the second anniversary of the agreement's execution.

31


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.

32


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.

33


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.

34


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.

35



GMO 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 www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund votes proxies relating to portfolio securities during the most recent 12-month period ended June 30 is or will be available at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund will file 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 will be available on the Commission's website at www.sec.gov. The Fund's Form N-Q (when available) 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 Intrinsic Value 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

Since September 16, 2005, the GMO Intrinsic Value Fund returned +4.2% for the fiscal period ended February 28, 2006 as compared to +5.1% for the Russell 1000 Value Index 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.

Sector selection detracted from relative performance for the period. An overweight position in the automotive sector and an underweight in the financial sector both proved costly. The portfolio's underweight position in oil & gas contributed to relative performance for the period.

The portfolio's underperformance for the period is primarily attributed to stock selection. The portfolio was hindered by selections among financial, technology, and construction issues, while some positive performance came from health care and utility securities.

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

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.

†  See Note 1 to the financial statements.


GMO Intrinsic Value Fund

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

Asset Class Summary   % of Total Net Assets  
Common Stocks     98.6 %  
Short-Term Investment(s)     1.9    
Other     (0.5 )  
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Financial     32.3 %  
Health Care     14.1    
Utility     11.7    
Retail Stores     9.2    
Technology     7.2    
Oil & Gas     6.8    
Consumer Goods     6.0    
Construction     5.8    
Automotive     2.6    
Services     2.2    
Food & Beverage     1.1    
Transportation     0.5    
Machinery     0.4    
Manufacturing     0.1    
      100.0 %  

 

1



GMO 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 — 98.6%  
    Automotive — 2.6%  
  4,700     Ford Motor Co.     37,459    
  1,400     General Motors Corp.     28,434    
  100     Goodyear Tire & Rubber Co. (The) *      1,433    
  200     Harley-Davidson, Inc.     10,502    
  700     Johnson Controls, Inc.     49,889    
  1,100     Lear Corp.     22,946    
      150,663    
    Construction — 5.7%  
  200     AMB Property Corp. REIT     10,730    
  1,700     Annaly Mortgage Management, Inc. REIT     19,975    
  300     Beazer Homes USA, Inc.     19,035    
  100     CBL & Associates Properties, Inc. REIT     4,260    
  500     Centex Corp.     33,805    
  1,300     D.R. Horton, Inc.     44,343    
  400     Equity Office Properties Trust REIT     12,580    
  200     Equity Residential REIT     9,056    
  200     Hovnanian Enterprises, Inc. *      9,222    
  100     iStar Financial, Inc. REIT     3,810    
  100     Jacobs Engineering Group, Inc. *      8,574    
  300     KB Home     20,109    
  600     Lennar Corp.-Class A     35,916    
  100     Martin Marietta Materials, Inc.     9,750    
  200     MDC Holdings, Inc.     12,258    
  500     Pulte Homes, Inc.     19,205    
  300     Ryland Group, Inc.     20,925    
  300     Standard-Pacific Corp.     9,855    
  800     Thornburg Mortgage, Inc. REIT     20,776    
  100     USG Corp. *      8,448    
      332,632    

 

See accompanying notes to the financial statements.

2


GMO Intrinsic Value Fund

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

Shares   Description   Value ($)  
    Consumer Goods — 5.9%  
  2,900     Altria Group, Inc.     208,510    
  300     Columbia Sportswear Co. *      15,108    
  200     Eastman Kodak Co.     5,610    
  500     Liz Claiborne, Inc.     18,015    
  500     Mohawk Industries, Inc. *      43,255    
  200     Snap-On, Inc.     7,784    
  500     Whirlpool Corp.     44,895    
      343,177    
    Financial — 31.9%  
  1,800     Aflac, Inc.     83,250    
  600     AMBAC Financial Group, Inc.     45,090    
  200     American Financial Group, Inc.     8,280    
  1,400     American International Group, Inc.     92,904    
  100     AmeriCredit Corp. *      2,950    
  400     AmerUs Group Co.     24,100    
  200     AON Corp.     7,922    
  6,403     Bank of America Corp.     293,578    
  100     BB&T Corp.     3,953    
  100     Bear Stearns Cos. (The), Inc.     13,444    
  300     Capital One Financial Corp.     26,280    
  200     Chubb Corp.     19,150    
  2,900     Citigroup, Inc.     134,473    
  300     Comerica, Inc.     17,196    
  200     Commerce Group, Inc.     10,802    
  400     Countrywide Financial Corp.     13,792    
  2,900     Fannie Mae     158,572    
  800     Fidelity National Financial, Inc.     30,208    
  700     First Horizon National Corp.     27,377    
  800     Freddie Mac     53,912    
  400     Fremont General Corp.     9,488    
  100     Goldman Sachs Group, Inc.     14,129    
  200     Hartford Financial Services Group, Inc.     16,476    
  100     IndyMac Bancorp, Inc.     3,882    

 

See accompanying notes to the financial statements.

3


GMO Intrinsic Value Fund

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

Shares   Description   Value ($)  
    Financial — continued  
  500     Jefferson Pilot Corp.     30,125    
  2,000     JPMorgan Chase & Co.     82,280    
  300     Lehman Brothers Holdings, Inc.     43,785    
  200     Loews Corp.     18,452    
  1,100     Marsh & McLennan Cos., Inc.     34,001    
  100     MBIA, Inc.     5,874    
  300     Mellon Financial Corp.     10,827    
  200     Merrill Lynch & Co., Inc.     15,442    
  300     Metlife, Inc.     15,036    
  400     MGIC Investment Corp.     25,500    
  300     Morgan Stanley     17,898    
  2,500     National City Corp.     87,000    
  500     Nationwide Financial Services, Inc.-Class A     21,430    
  875     Old Republic International Corp.     18,629    
  600     PMI Group (The), Inc.     25,980    
  200     PNC Financial Services Group, Inc.     14,070    
  400     Protective Life Corp.     19,500    
  200     Prudential Financial, Inc.     15,408    
  400     Radian Group, Inc.     22,700    
  200     Raymond James Financial, Inc.     8,596    
  300     Reinsurance Group of America, Inc.     13,869    
  200     State Street Corp.     12,496    
  200     TD Banknorth, Inc.     6,146    
  800     Torchmark Corp.     43,736    
  500     Transatlantic Holdings, Inc.     30,570    
  100     Trustmark Corp.     3,015    
  1,300     UnumProvident Corp.     26,897    
  1,640     Washington Mutual, Inc.     70,028    
      1,850,498    
    Food & Beverage — 1.0%  
  500     Archer-Daniels-Midland Co.     15,860    
  1,500     Sara Lee Corp.     26,505    
  1,300     Tyson Foods, Inc.-Class A     17,589    
      59,954    

 

See accompanying notes to the financial statements.

4


GMO Intrinsic Value Fund

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

Shares   Description   Value ($)  
    Health Care — 13.9%  
  400     Aetna, Inc.     20,400    
  800     AmerisourceBergen Corp.     36,792    
  600     Bristol-Myers Squibb Co.     13,860    
  1,100     Cardinal Health, Inc.     79,860    
  400     Express Scripts, Inc. *      34,908    
  200     Health Net, Inc. *      9,590    
  800     McKesson Corp.     43,304    
  5,000     Merck & Co., Inc.     174,300    
  10,200     Pfizer, Inc.     267,138    
  2,200     UnitedHealth Group, Inc.     128,106    
      808,258    
    Machinery — 0.4%  
  300     Flowserve Corp. *      15,420    
  200     Oil States International, Inc. *      6,906    
      22,326    
    Manufacturing — 0.1%  
  100     Harsco Corp.     7,978    
    Oil & Gas — 6.7%  
  100     Amerada Hess Corp.     13,831    
  100     Anadarko Petroleum Corp.     9,916    
  400     Apache Corp.     26,768    
  100     Ashland, Inc.     6,527    
  500     Burlington Resources, Inc.     45,090    
  1,200     ConocoPhillips     73,152    
  200     ENSCO International, Inc.     8,938    
  1,300     Exxon Mobil Corp.     77,181    
  200     Helmerich & Payne, Inc.     13,154    
  400     Marathon Oil Corp.     28,240    
  200     Murphy Oil Corp.     9,374    
  300     Occidental Petroleum Corp.     27,462    
  100     Sunoco, Inc.     7,410    
  300     Tesoro Corp.     18,123    
  400     Valero Energy Corp.     21,516    
      386,682    

 

See accompanying notes to the financial statements.

5


GMO Intrinsic Value Fund

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

Shares   Description   Value ($)  
    Retail Stores — 9.1%  
  300     Albertson's, Inc.     7,632    
  200     Bed Bath & Beyond, Inc. *      7,208    
  3,500     Home Depot, Inc.     147,525    
  2,600     Kroger Co. *      52,104    
  1,600     Lowe's Cos., Inc.     109,088    
  400     Office Depot, Inc. *      14,272    
  1,700     Safeway, Inc.     41,327    
  500     Supervalu, Inc.     15,800    
  600     TJX Cos., Inc.     14,694    
  2,600     Wal-Mart Stores, Inc.     117,936    
      527,586    
    Services — 2.1%  
  900     Applebee's International, Inc.     20,826    
  399     Aqua America, Inc.     11,467    
  100     Brinker International, Inc.     4,165    
  700     Gannett Co., Inc.     43,512    
  400     Manpower, Inc.     21,456    
  100     Outback Steakhouse, Inc.     4,181    
  300     Wendy's International, Inc.     17,370    
      122,977    
    Technology — 7.1%  
  200     Affiliated Computer Services, Inc.-Class A *      12,584    
  600     Applied Materials, Inc.     11,004    
  800     AVX Corp.     13,248    
  4,500     Dell, Inc. *      130,500    
  1,800     First Data Corp.     81,234    
  2,800     Hewlett-Packard Co.     91,868    
  1,600     Ingram Micro, Inc.-Class A *      31,648    
  100     Lexmark International, Inc. *      4,709    
  400     Motorola, Inc.     8,560    
  700     Tech Data Corp. *      29,071    
      414,426    

 

See accompanying notes to the financial statements.

6


GMO Intrinsic Value Fund

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

Shares   Description   Value ($)  
    Transportation — 0.5%  
  100     Burlington Northern Santa Fe Corp.     7,864    
  200     Union Pacific Corp.     17,710    
      25,574    
    Utility — 11.6%  
  1,000     American Electric Power Co., Inc.     36,500    
  4,405     AT&T, Inc.     121,534    
  2,400     BellSouth Corp.     75,792    
  2,400     Centerpoint Energy, Inc.     31,128    
  200     CMS Energy Corp. *      2,816    
  200     Consolidated Edison, Inc.     9,174    
  600     Duke Energy Corp.     17,040    
  100     Duquesne Light Holdings, Inc.     1,735    
  300     Edison International     13,308    
  100     Exelon Corp.     5,711    
  400     FirstEnergy Corp.     20,432    
  400     FPL Group, Inc.     16,772    
  100     Great Plains Energy, Inc.     2,840    
  100     Kinder Morgan, Inc.     9,278    
  100     PG&E Corp.     3,805    
  200     PPL Corp.     6,360    
  900     Progress Energy, Inc.     39,942    
  200     Public Service Enterprise Group, Inc.     13,878    
  200     Sempra Energy     9,568    
  100     Southern Co. (The)     3,403    
  400     TECO Energy, Inc.     6,824    
  6,300     Verizon Communications, Inc.     212,310    
  600     Xcel Energy, Inc.     11,136    
      671,286    
    TOTAL COMMON STOCKS (COST $5,542,459)     5,724,017    

 

See accompanying notes to the financial statements.

7


GMO Intrinsic Value 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) — 1.9%  
  109,092     Citigroup Reserve Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $109,101 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 $111,274.		     109,092    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $109,092)     109,092    
    TOTAL INVESTMENTS — 100.5%
(Cost $5,651,551)		     5,833,109    
    Other Assets and Liabilities (net) — (0.5%)     (27,586 )  
    TOTAL NET ASSETS — 100.0%   $ 5,805,523    

 

Notes to Schedule of Investments:

REIT - Real Estate Investment Trust

*  Non-income producing security.

See accompanying notes to the financial statements.

8



GMO Intrinsic Value Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value (cost $5,651,551) (Note 2)   $ 5,833,109    
Dividends and interest receivable     8,083    
Receivable for expenses reimbursed by Manager (Note 3)     15,123    
Total assets     5,856,315    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     1,463    
Shareholder service fee     665    
Trustees and Chief Compliance Officer fees     32    
Accrued expenses     48,632    
Total liabilities     50,792    
Net assets   $ 5,805,523    
Net assets consist of:  
Net capital(1)   $ 5,623,965    
Net unrealized appreciation     181,558    
    $ 5,805,523    
Net assets attributable to:  
Class III shares   $ 5,805,523    
Shares outstanding:  
Class III     479,432    
Net asset value per share:  
Class III   $ 12.11    

 

(1)  Net capital includes net investment income (loss) and net realized gain (loss) on investments.

See accompanying notes to the financial statements.

9


GMO Intrinsic Value Fund

(A Series of GMO Trust)


Statement of Operations — Period from September 16, 2005 through February 28, 2006

Investment Income:  
Dividends   $ 63,888    
Interest     2,294    
Total investment income     66,182    
Expenses:  
Management fee (Note 3)     8,347    
Shareholder service fee – Class III (Note 3)     3,794    
Custodian, fund accounting agent and transfer agent fees     9,618    
Audit and tax fees     23,632    
Legal fees     289    
Trustees fees and related expenses (Note 3)     663    
Registration fees     600    
Miscellaneous     99    
Total expenses     47,042    
Fees and expenses reimbursed by Manager (Note 3)     (34,796 )  
Net expenses     12,246    
Net investment income (loss)     53,936    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     (210 )  
Net realized gain (loss)     (210 )  
Change in net unrealized appreciation (depreciation) on investments     181,558    
Net realized and unrealized gain (loss)     181,348    
Net increase (decrease) in net assets resulting from operations   $ 235,284    

 

See accompanying notes to the financial statements.

10


GMO Intrinsic Value Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Period from
September 16, 2005
through
February 28, 2006		  
Increase (decrease) in net assets:  
Operations:          
Net investment income (loss)   $ 53,936    
Net realized gain (loss)     (210 )  
Change in net unrealized appreciation (depreciation)     181,558    
Net increase (decrease) in net assets from operations     235,284    
Net share transactions (Note 7):  
Class III     5,570,239    
Total increase (decrease) in net assets     5,805,523    
Net assets:  
Beginning of period     —    
End of period   $ 5,805,523    

 

See accompanying notes to the financial statements.

11



GMO Intrinsic Value Fund

(A Series of GMO Trust)

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

    Period from
September 16, 2005
through
February 28, 2006		  
Net asset value, beginning of period   $ 11.62    
Income (loss) from investment operations:  
Net investment income (loss)†      0.11    
Net realized and unrealized gain (loss)     0.38    
Total from investment operations     0.49    
Net asset value, end of period   $ 12.11    
Total Return(a)      4.22 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 5,806    
Net expenses to average daily net assets     0.48 %*   
Net investment income to average daily net assets     2.13 %*   
Portfolio turnover rate     33 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     1.38 %*   

 

†  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.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

12



GMO Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO 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, 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 25, 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 long-term capital growth through investment in equity securities. The Fund's benchmark is the Russell 1000 Value Index.

On September 16, 2005, shareholders of the Fund holding 95.3% of the Fund's then outstanding shares requested redemption of their shares. On the same day, the Fund transferred assets and liabilities (representing on a net basis 95.3% of the Fund's net assets) to GMO U.S. Intrinsic Value Fund, a newly organized fund, with investment objectives similar to the Fund's, in consideration for newly issued shares of GMO U.S. Intrinsic Value Fund. The Fund then honored the redemption requests by distributing to redeeming shareholders shares of equal value in the GMO U.S. Intrinsic Value Fund. The preceding events are hereafter referred to as (the "Redemption Transaction"). Because for tax and accounting purposes the GMO U.S. Intrinsic Value Fund is treated as a continuation of the Fund's prior operations, for accounting and tax purposes the Fund itself is deemed to have commenced operations on the date of the Redemption Transaction. On t he date of the Redemption Transaction, the shareholders who opted not to redeem from the Fund were deemed to have contributed securities in-kind to the Fund with an accounting and tax basis equal to fair market value. Therefore, the Statement of Operations, Statement of Changes in Net Assets and Financial Highlights are shown for the period from September 16, 2005 through 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.

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

13


GMO Intrinsic Value Fund

(A Series of GMO Trust)

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

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 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 reco gnized 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 fa lls 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.

14


GMO Intrinsic Value Fund

(A Series of GMO Trust)

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

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 Sta tement 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 o pen 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 period ended Febru ary 28, 2006, the Fund did not participate in securities lending.

Taxes

Prior to the close of business on September 16, 2005, the Fund qualified as a regulated investment company. Subsequent to the Redemption Transaction, all Fund tax attributes relating to the time periods prior to September 16, 2005 transferred to GMO U.S. Intrinsic Value Fund. After the close of business on September 16,

15


GMO Intrinsic Value Fund

(A Series of GMO Trust)

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

2005, the Fund elected to be treated 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 or 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)		  
$ 5,651,551     $ 321,089     $ (139,531 )   $ 181,558    

 

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.

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.

GMO has entered into a binding agreement effective until at least May 31, 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.

16


GMO Intrinsic Value 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 Trustees and CCO during the period ended February 28, 2006 was $113 and $28, 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 $7,335,836 and $1,793,137, 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 party

As of February 28, 2006, 89.7% 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.

As of February 28, 2006, 0.4% of the Fund's shares were held by GMO.

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 September 16, 2005
through February 28, 2006		  
Class III:   Shares   Amount  
Shares issued for in-kind
transaction		     479,432     $ 5,570,239    
Net increase (decrease)     479,432     $ 5,570,239    

 

17



Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO 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 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 period from September 16, 2005 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.

As described in Note 1 to the financial statements, GMO U.S. Intrinsic Value Fund was the successor to the Fund for accounting purposes for all periods prior to September 16, 2005.

PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2006

18


GMO 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 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 16, 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     $ 1,042.20     $ 2.22    
2) Hypothetical     0.48 %   $ 1,000.00     $ 1,020.43     $ 2.19    

 

*  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 165 days in the period, divided by 365 days in the 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 U.S. 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 www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund votes proxies relating to portfolio securities during the most recent 12-month period ended June 30 is or will be available at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund will file 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 will be available on the Commission's website at www.sec.gov. The Fund's Form N-Q (when available) 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 U.S. 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

Since September 16, 2005, the Class III shares of the GMO U.S. Core Fund returned +3.2% for the fiscal period ended February 28, 2006, as compared to +4.4% for the S&P 500 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.

Sector selection detracted from the portfolio's relative performance for the period. Underweight positions in manufacturing, oil & gas, and food & beverage provided the bulk of positive performance. Meanwhile, an overweight position in automotive and an underweight position in financials both proved costly.

The portfolio's stock selection for the period was flat relative to the benchmark. Selection among technology issues hindered performance. This was counteracted by a positive impact from the portfolio's selection among health care stocks.

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 different classes 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.

†  See Note 1 to the financial statements.


GMO U.S. Core Fund

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

Asset Class Summary   % of Total Net Assets  
Common Stocks     96.7 %  
Short-Term Investment(s)     3.3    
Other     0.0    
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Health Care     23.1 %  
Financial     16.3    
Technology     14.7    
Retail Stores     13.0    
Utility     9.0    
Consumer Goods     6.0    
Oil & Gas     5.1    
Services     3.2    
Construction     2.8    
Food & Beverage     2.6    
Automotive     1.5    
Machinery     1.3    
Transportation     1.0    
Manufacturing     0.3    
Primary Process Industry     0.1    
      100.0 %  

 

1



GMO U.S. Core Fund

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

Shares   Description   Value ($)  
    COMMON STOCKS — 96.7%  
    Automotive — 1.4%  
  6,600     Ford Motor Co.     52,602    
  800     General Motors Corp.     16,248    
  1,800     Harley-Davidson, Inc.     94,518    
  500     Johnson Controls, Inc.     35,635    
  600     Lear Corp.     12,516    
  200     Paccar, Inc.     13,974    
      225,493    
    Construction — 2.7%  
  1,500     Centex Corp.     101,415    
  2,700     D.R. Horton, Inc.     92,097    
  100     Fluor Corp.     8,630    
  1,100     KB Home     73,733    
  1,200     Lennar Corp.-Class A     71,832    
  2,100     Pulte Homes, Inc.     80,661    
      428,368    
    Consumer Goods — 5.8%  
  7,400     Altria Group, Inc.     532,060    
  200     Black & Decker Corp.     17,116    
  600     Colgate-Palmolive Co.     32,688    
  2,900     Eastman Kodak Co.     81,345    
  300     Fortune Brands, Inc.     23,265    
  1,300     Liz Claiborne, Inc.     46,839    
  800     Mattel Co.     13,480    
  900     Mohawk Industries, Inc. *      77,859    
  1,000     Whirlpool Corp.     89,790    
      914,442    
    Financial — 15.8%  
  3,500     Aflac, Inc.     161,875    
  1,300     AMBAC Financial Group, Inc.     97,695    

 

See accompanying notes to the financial statements.

2


GMO U.S. 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        
  2,500     American International Group, Inc.     165,900    
  1,000     AON Corp.     39,610    
  2,604     Bank of America Corp.     119,393    
  200     BB&T Corp.     7,906    
  5,400     Charles Schwab Corp. (The)     87,534    
  500     Chubb Corp.     47,875    
  1,900     Citigroup, Inc.     88,103    
  600     Comerica, Inc.     34,392    
  400     Countrywide Financial Corp.     13,792    
  500     E*Trade Financial Corp. *      12,790    
  5,500     Fannie Mae     300,740    
  1,500     Fidelity National Financial, Inc.     56,640    
  600     Franklin Resources, Inc.     61,608    
  1,000     Freddie Mac     67,390    
  300     Goldman Sachs Group, Inc.     42,387    
  200     Hartford Financial Services Group, Inc.     16,476    
  400     Legg Mason, Inc.     52,236    
  700     Lehman Brothers Holdings, Inc.     102,165    
  500     Lincoln National Corp.     28,385    
  400     Loews Corp.     36,904    
  1,500     Marsh & McLennan Cos., Inc.     46,365    
  100     MBIA, Inc.     5,874    
  600     Metlife, Inc.     30,072    
  1,000     MGIC Investment Corp.     63,750    
  2,100     National City Corp.     73,080    
  875     Old Republic International Corp.     18,629    
  700     PMI Group (The), Inc.     30,310    
  200     PNC Financial Services Group, Inc.     14,070    
  400     Progressive Corp. (The)     42,980    
  700     Prudential Financial, Inc.     53,928    
  800     Radian Group, Inc.     45,400    
  1,400     St. Paul Travelers Cos. (The), Inc.     60,172    
  600     State Street Corp.     37,488    
  1,100     TD Ameritrade Holding Corp.     23,936    

 

See accompanying notes to the financial statements.

3


GMO U.S. 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        
  1,000     Torchmark Corp.     54,670    
  2,300     UnumProvident Corp.     47,587    
  200     Wachovia Corp.     11,214    
  4,360     Washington Mutual, Inc.     186,172    
      2,487,493    
    Food & Beverage — 2.6%  
  700     Archer-Daniels-Midland Co.     22,204    
  4,800     Coca-Cola Co. (The)     201,456    
  700     Dean Foods Co. *      26,229    
  500     General Mills Co.     24,625    
  800     PepsiCo, Inc.     47,288    
  2,800     Sara Lee Corp.     49,476    
  2,600     Tyson Foods, Inc.-Class A     35,178    
      406,456    
    Health Care — 22.3%  
  2,400     Abbott Laboratories     106,032    
  2,400     Aetna, Inc.     122,400    
  200     Allergan, Inc.     21,652    
  2,200     AmerisourceBergen Corp.     101,178    
  3,600     Bristol-Myers Squibb Co.     83,160    
  2,300     Cardinal Health, Inc.     166,980    
  300     Cigna Corp.     36,825    
  200     Coventry Health Care, Inc. *      11,924    
  1,400     Express Scripts, Inc. *      122,178    
  1,700     Forest Laboratories, Inc. *      78,030    
  1,000     Genentech, Inc. *      85,690    
  1,100     HCA, Inc.     52,690    
  100     Health Net, Inc. *      4,795    
  500     Humana, Inc. *      25,835    
  7,600     Johnson & Johnson     438,140    
  1,100     Lincare Holdings, Inc. *      44,990    
  3,800     McKesson Corp.     205,694    

 

See accompanying notes to the financial statements.

4


GMO U.S. 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        
  1,200     Medco Health Solutions, Inc. *      66,864    
  500     Medtronic, Inc.     26,975    
  10,100     Merck & Co., Inc.     352,086    
  200     Omnicare, Inc.     12,170    
  23,900     Pfizer, Inc.     625,941    
  200     St. Jude Medical, Inc. *      9,120    
  500     Stryker Corp.     23,110    
  9,800     UnitedHealth Group, Inc.     570,654    
  900     WellPoint, Inc. *      69,111    
  1,300     Wyeth     64,740    
      3,528,964    
    Machinery — 1.3%  
  200     Baker Hughes, Inc.     13,594    
  2,300     Caterpillar, Inc.     168,084    
  300     Halliburton Co.     20,400    
      202,078    
    Manufacturing — 0.3%  
  200     ITT Industries, Inc.     10,500    
  700     United Technologies Corp.     40,950    
      51,450    
    Oil & Gas — 4.9%  
  100     Amerada Hess Corp.     13,831    
  300     Anadarko Petroleum Corp.     29,748    
  400     Apache Corp.     26,768    
  1,100     Burlington Resources, Inc.     99,198    
  3,100     ConocoPhillips     188,976    
  700     Devon Energy Corp.     41,041    
  100     EOG Resources, Inc.     6,740    
  2,400     Exxon Mobil Corp.     142,488    
  700     Marathon Oil Corp.     49,420    
  1,400     Occidental Petroleum Corp.     128,156    

 

See accompanying notes to the financial statements.

5


GMO U.S. 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        
  400     Patterson-UTI Energy, Inc.     11,020    
  500     Sunoco, Inc.     37,050    
      774,436    
    Primary Process Industry — 0.1%  
  300     Air Products & Chemicals, Inc.     19,248    
    Retail Stores — 12.5%  
  300     Advance Auto Parts *      12,405    
  1,600     Albertson's, Inc.     40,704    
  1,300     Autonation, Inc. *      27,183    
  2,500     Bed Bath & Beyond, Inc. *      90,100    
  800     Chico's FAS, Inc. *      37,640    
  800     Costco Wholesale Corp.     41,024    
  600     CVS Corp.     16,998    
  1,300     Dollar General Corp.     22,646    
  800     Federated Department Stores, Inc.     56,832    
  14,300     Home Depot, Inc.     602,745    
  4,300     Kroger Co. (The) *      86,172    
  5,400     Lowe's Cos., Inc.     368,172    
  900     Nordstrom, Inc.     34,200    
  700     Office Depot, Inc. *      24,976    
  500     Ross Stores, Inc.     14,160    
  2,000     Safeway, Inc.     48,620    
  800     Supervalu, Inc.     25,280    
  200     Target Corp.     10,880    
  300     Tiffany & Co.     11,139    
  2,300     TJX Cos., Inc.     56,327    
  4,300     Walgreen Co.     192,898    
  3,500     Wal-Mart Stores, Inc.     158,760    
      1,979,861    

 

See accompanying notes to the financial statements.

6


GMO U.S. Core Fund

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

Shares   Description   Value ($)  
    Services — 3.1%  
  1,300     Darden Restaurants, Inc.     54,522    
  600     Gannett Co., Inc.     37,296    
  1,200     Interpublic Group of Cos., Inc. *      12,432    
  1,200     Marriott International, Inc.-Class A     82,080    
  1,000     McDonald's Corp.     34,910    
  900     MGM Mirage *      33,273    
  200     Moody's Corp.     13,400    
  800     Omnicom Group     63,856    
  1,400     Sysco Corp.     42,126    
  900     Wendy's International, Inc.     52,110    
  1,200     Yum! Brands, Inc.     57,240    
      483,245    
    Technology — 14.2%  
  1,900     Adobe Systems, Inc.     73,378    
  600     Affiliated Computer Services, Inc.-Class A *      37,752    
  600     Agilent Technologies, Inc. *      21,600    
  500     American Power Conversion Corp.     10,215    
  300     Autodesk, Inc.     11,295    
  400     Boeing Co.     29,076    
  300     Broadcom Corp.-Class A *      13,527    
  2,800     Corning, Inc. *      68,348    
  200     Danaher Corp.     12,116    
  10,100     Dell, Inc. *      292,900    
  200     DST Systems, Inc. *      11,246    
  3,400     EMC Corp. *      47,668    
  2,600     First Data Corp.     117,338    
  200     General Dynamics Corp.     24,654    
  300     Goodrich Corp.     12,552    
  200     Google, Inc.-Class A *      72,524    
  400     Harris Corp.     18,272    
  12,500     Hewlett-Packard Co.     410,125    
  18,500     Intel Corp.     381,100    
  600     Intuit, Inc. *      29,148    

 

See accompanying notes to the financial statements.

7


GMO U.S. 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        
  300     Jabil Circuit, Inc. *      11,355    
  700     Lexmark International, Inc. *      32,963    
  1,100     Lockheed Martin Corp.     80,157    
  3,100     Motorola, Inc.     66,340    
  600     National Semiconducter Corp.     16,830    
  200     Northrop Grumman Corp.     12,820    
  900     Nvidia Corp. *      42,417    
  300     Paychex, Inc.     12,015    
  700     Qualcomm, Inc.     33,047    
  700     Rockwell Automation, Inc.     47,719    
  300     Rockwell Collins, Inc.     15,945    
  5,800     Texas Instruments, Inc.     173,130    
      2,239,572    
    Transportation — 1.0%  
  1,200     Burlington Northern Santa Fe Corp.     94,368    
  400     C.H. Robinson Worldwide, Inc.     17,928    
  500     Union Pacific Corp.     44,275    
      156,571    
    Utility — 8.7%  
  600     AES Corp. (The) *      10,380    
  300     Alltel Corp.     18,945    
  700     American Electric Power Co., Inc.     25,550    
  14,832     AT&T, Inc.     409,215    
  3,600     BellSouth Corp.     113,688    
  1,500     Centerpoint Energy, Inc.     19,455    
  800     Constellation Energy Group, Inc.     46,992    
  300     DTE Energy Co.     12,990    
  500     Duke Energy Corp.     14,200    
  700     Edison International     31,052    
  300     Entergy Corp.     21,753    
  1,500     Exelon Corp.     85,665    
  500     FirstEnergy Corp.     25,540    

 

See accompanying notes to the financial statements.

8


GMO U.S. 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 — continued        
  600     FPL Group, Inc.     25,158    
  700     Kinder Morgan, Inc.     64,946    
  700     Nextel Partners, Inc.-Class A *      19,642    
  200     Progress Energy, Inc.     8,876    
  300     Public Service Enterprise Group, Inc.     20,817    
  200     Questar Corp.     14,650    
  400     TXU Corp.     20,956    
  10,900     Verizon Communications, Inc.     367,330    
      1,377,800    
    TOTAL COMMON STOCKS (COST $14,832,981)     15,275,477    
        SHORT-TERM INVESTMENT(S) — 3.3%        
  520,042     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $520,086 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 $530,443.		     520,042    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $520,042)     520,042    
    TOTAL INVESTMENTS — 100.0%
(Cost $15,353,023)		     15,795,519    
        Other Assets and Liabilities (net) — 0.0%     4,561    
    TOTAL NET ASSETS — 100.0%   $ 15,800,080    

 

Notes to Schedule of Investments:

*  Non-income producing security.

See accompanying notes to the financial statements.

9



GMO U.S. Core Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value (cost $15,353,023) (Note 2)   $ 15,795,519    
Dividends and interest receivable     20,006    
Receivable for expenses reimbursed by Manager (Note 3)     56,116    
Total assets     15,871,641    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     3,984    
Shareholder service fee     1,789    
Administration fee – Class M     37    
Trustees and Chief Compliance Officer fees     47    
Payable for 12b-1 fee – Class M     23    
Accrued expenses     65,681    
Total liabilities     71,561    
Net assets   $ 15,800,080    
Net assets consist of:  
Net capital(1)   $ 15,357,584    
Net unrealized appreciation     442,496    
    $ 15,800,080    
Net assets attributable to:  
Class II shares   $ 114,656    
Class III shares   $ 15,443,746    
Class M shares   $ 241,678    
Shares outstanding:  
Class II     7,702    
Class III     1,035,197    
Class M     16,250    
Net asset value per share:  
Class II   $ 14.89    
Class III   $ 14.92    
Class M   $ 14.87    

 

(1)  Net capital includes net investment income (loss) and accumulated realized gain (loss).

See accompanying notes to the financial statements.

10


GMO U.S. Core Fund

(A Series of GMO Trust)


Statement of Operations — Period from September 16, 2005 through February 28, 2006

Investment Income:  
Dividends   $ 143,486    
Interest     7,180    
Total investment income     150,666    
Expenses:  
Management fee (Note 3)     22,932    
Shareholder service fee – Class II (Note 3)     111    
Shareholder service fee – Class III (Note 3)     10,157    
12b-1 fee – Class M (Note 3)     319    
Administration fee – Class M (Note 3)     245    
Custodian, fund accounting agent and transfer agent fees     28,651    
Audit and tax fees     27,558    
Legal fees     5,070    
Trustees fees and related expenses (Note 3)     28,787    
Registration fees     5,070    
Miscellaneous     638    
Total expenses     129,538    
Fees and expenses reimbursed by Manager (Note 3)     (93,765 )  
Net expenses     35,773    
Net investment income (loss)     114,893    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     (69,317 )  
Change in net unrealized appreciation (depreciation) on:  
Investments     442,496    
Net realized and unrealized gain (loss)     373,179    
Net increase (decrease) in net assets resulting from operations   $ 488,072    

 

See accompanying notes to the financial statements.

11


GMO U.S. Core Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Period from September 16, 2005
through February 28, 2006		  
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 114,893    
Net realized gain (loss)     (69,317 )  
Change in net unrealized appreciation (depreciation)     442,496    
Net increase (decrease) in net assets from operations     488,072    
Net share transactions (Note 7):  
Class II     111,106    
Class III     14,964,600    
Class M     236,302    
Increase (decrease) in net assets resulting from net share transactions     15,312,008    
Total increase (decrease) in net assets     15,800,080    
Net assets:  
Beginning of period     —    
End of period   $ 15,800,080    

 

See accompanying notes to the financial statements.

12



GMO U.S. Core Fund

(A Series of GMO Trust)

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

    Period from
September 16, 2005
through
February 28, 2006		  
Net asset value, beginning of period   $ 14.43    
Income (loss) from investment operations:  
Net investment income (loss)†      0.10    
Net realized and unrealized gain (loss)     0.36    
Total from investment operations     0.46    
Net asset value, end of period   $ 14.89    
Total Return(a)      3.19 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 115    
Net expenses to average daily net assets     0.58 %*   
Net investment income to average daily net assets     1.59 %*   
Portfolio turnover rate     36 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     1.35 %*   

 

(a)  The total return 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.

13


GMO U.S. Core Fund

(A Series of GMO Trust)

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

    Period from
September 16, 2005
through
February 28, 2006		  
Net asset value, beginning of period   $ 14.46    
Income (loss) from investment operations:  
Net investment income (loss)†      0.11    
Net realized and unrealized gain (loss)     0.35    
Total from investment operations     0.46    
Net asset value, end of period   $ 14.92    
Total Return(a)      3.18 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 15,444    
Net expenses to average daily net assets     0.51 %*   
Net investment income to average daily net assets     1.66 %*   
Portfolio turnover rate     36 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     1.35 %*   

 

(a)  The total return 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.

14


GMO U.S. Core Fund

(A Series of GMO Trust)

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

    Period from
September 16, 2005
through
February 28, 2006		  
Net asset value, beginning of period   $ 14.43    
Income (loss) from investment operations:  
Net investment income (loss)†      0.09    
Net realized and unrealized gain (loss)     0.35    
Total from investment operations     0.44    
Net asset value, end of period   $ 14.87    
Total Return(a)      3.05 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 242    
Net expenses to average daily net assets     0.81 %*   
Net investment income to average daily net assets     1.32 %*   
Portfolio turnover rate     36 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     1.35 %*   

 

(a)  The total return 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.

15



GMO U.S. Core Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO U.S. 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 through investment in U.S. equity securities. The Fund's benchmark is the S&P 500 Index.

On September 16, 2005, shareholders of the Fund holding 99.7% of the Fund's then outstanding shares requested redemption of their shares. On the same day, the Fund transferred assets and liabilities (representing on a net basis 97.7% of the Fund's net assets) to GMO U.S. Core Equity Fund, a newly organized fund, with investment objectives similar to the Fund's, in consideration for newly issued shares of GMO U.S. Core Equity Fund. The Fund then honored the redemption requests by distributing to redeeming shareholders shares of equal value in the GMO U.S Core Equity Fund. The preceding events are hereafter referred to as (the "Redemption Transaction"). Because for tax and accounting purposes the GMO U.S. Core Equity Fund is treated as a continuation of the Fund's prior operations, for accounting and tax purposes the Fund itself is deemed to have commenced operations on the date of the Redemption Transaction. On the date of the Re demption Transaction, the shareholders who opted not to redeem from the Fund were deemed to have contributed securities in-kind to the Fund with an accounting and tax basis equal to fair market value. Therefore, the Statement of Operations, Statement of Changes in Net Assets and Financial Highlights are shown for the period from September 16, 2005 through February 28, 2006.

Throughout the period from September 16, 2005 through February 28, 2006, the Fund had three classes of shares outstanding: Class II, Class III and Class M. Class M shares carry an administration fee and a 12b-1 fee, while Class II and Class III shares carry a shareholder service fee (See Note 3). The principal economic difference among the classes of shares was the type and level of fees borne by the classes.

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.

16


GMO U.S. Core Fund

(A Series of GMO Trust)

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

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 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 reco gnized 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 fa lls short of the

17


GMO U.S. Core Fund

(A Series of GMO Trust)

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

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 Sta tement 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 o pen 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,

18


GMO U.S. Core 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. For the period ended February 28, 2006, the Fund did not participate in securities lending.

Taxes

Prior to the close of business on September 16, 2005, the Fund qualified as a regulated investment company. Subsequent to the Redemption Transaction, all Fund tax attributes relating to the time periods prior to September 16, 2005 transferred to GMO U.S. Core Equity Fund. After the close of business on September 16, 2005, the Fund elected to be treated 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 or 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)		  
$ 15,354,392     $ 904,782     $ (463,655 )   $ 441,127    

 

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. 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, 12b-1, and administration fees, which are directly attributable to a class of shares, are charged to that class's operations.

19


GMO U.S. Core 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 the average daily net assets of each class at the annual rate of 0.22% for Class II shares and 0.15% for Class III shares.

Class M shares of the Fund pay GMO an administration fee monthly at the annual rate of 0.20% of the 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 up to 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 May 31, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees (Class II, Class III, Class IV and Class VI 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 0.33% 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 period ended February 28, 2006 was $4,329 and $90, 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 $20,343,733 and $5,441,434, 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

20


GMO U.S. Core Fund

(A Series of GMO Trust)

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

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, 88.0% 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 GMO.

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 September 16, 2005
through February 28, 2006		  
Class II:   Shares   Amount  
Shares issued for in-kind transaction     7,702     $ 111,106    
Net increase (decrease)     7,702     $ 111,106    
    Period from September 16, 2005
through February 28, 2006		  
Class III:   Shares   Amount  
Shares issued for in-kind transaction     1,035,197     $ 14,964,600    
Net increase (decrease)     1,035,197     $ 14,964,600    
    Period from September 16, 2005
through February 28, 2006		  
Class M:   Shares   Amount  
Shares issued for in-kind transaction     27,185     $ 392,258    
Shares repurchased     (10,935 )     (155,956 )  
Net increase (decrease)     16,250     $ 236,302    

 

21



Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO U.S. 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 U.S. 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 period from September 16, 2005 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 Pu blic 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.

As described in Note 1 to the financial statements, GMO U.S. Core Equity Fund was the successor to the Fund for accounting purposes for all periods prior to September 16, 2005.

PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2006

22


GMO U.S. 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 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 16, 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 II      
1) Actual     0.58 %   $ 1,000.00     $ 1,031.90     $ 2.66    
2) Hypothetical     0.58 %   $ 1,000.00     $ 1,019.98     $ 2.65    
Class III      
1) Actual     0.51 %   $ 1,000.00     $ 1,031.80     $ 2.34    
2) Hypothetical     0.51 %   $ 1,000.00     $ 1,020.30     $ 2.33    
Class M      
1) Actual     0.81 %   $ 1,000.00     $ 1,030.50     $ 3.72    
2) Hypothetical     0.81 %   $ 1,000.00     $ 1,018.94     $ 3.70    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the period ended February 28, 2006, multiplied by the average account value over the period, multiplied by 165 days in the period, divided by 365 days in the 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 U.S. Core 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 www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund votes proxies relating to portfolio securities during the most recent 12-month period ended June 30 is or will be available at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund will file 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 will be available on the Commission's website at www.sec.gov. The Fund's Form N-Q (when available) 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 U.S. Core 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. Core Equity Fund returned +5.6% 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, services, and food & beverage 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 different classes 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.

†  The Fund is the successor to the GMO U.S. Core Fund, therefore, performance for the periods prior to September 16, 2005 is that of GMO U.S. Core Fund.


GMO U.S. Core Equity Fund

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

Asset Class Summary   % of Total Net Assets  
Common Stocks     95.9 %  
Short-Term Investment(s)     11.0    
Futures     0.0    
Other     (6.9 )  
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Health Care     23.0 %  
Financial     15.7    
Technology     14.7    
Retail Stores     13.9    
Utility     8.9    
Consumer Goods     5.9    
Oil & Gas     5.3    
Services     2.9    
Construction     2.7    
Food & Beverage     2.6    
Automotive     1.8    
Machinery     1.1    
Transportation     1.1    
Manufacturing     0.3    
Primary Process Industry     0.1    
      100.0 %  

 

1



GMO U.S. Core Equity Fund

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

Shares   Description   Value ($)  
    COMMON STOCKS — 95.9%  
    Automotive — 1.7%  
  3,850,011     Ford Motor Co. (a)      30,684,588    
  219,416     General Motors Corp. (a)      4,456,339    
  756,500     Harley-Davidson, Inc. (a)      39,723,815    
  331,345     Johnson Controls, Inc.     23,614,958    
  212,103     Lear Corp. (a)      4,424,469    
  53,800     Paccar, Inc.     3,759,006    
      106,663,175    
    Construction — 2.5%  
  400,700     Centex Corp.     27,091,327    
  963,037     D.R. Horton, Inc. (a)      32,849,192    
  62,300     Fluor Corp. (a)      5,376,490    
  407,000     KB Home (a)      27,281,210    
  504,400     Lennar Corp.-Class A (a)      30,193,384    
  5,700     NVR, Inc. * (a)      4,292,100    
  783,500     Pulte Homes, Inc. (a)      30,094,235    
  44,100     Ryland Group, Inc. (a)      3,075,975    
      160,253,913    
    Consumer Goods — 5.6%  
  2,906,300     Altria Group, Inc.     208,962,970    
  68,700     Black & Decker Corp.     5,879,346    
  224,200     Colgate-Palmolive Co.     12,214,416    
  1,114,849     Eastman Kodak Co. (a)      31,271,514    
  258,600     Jones Apparel Group, Inc.     7,478,712    
  471,400     Liz Claiborne, Inc. (a)      16,984,542    
  398,400     Mattel Co.     6,713,040    
  350,100     Mohawk Industries, Inc. *      30,287,151    
  103,700     Newell Rubbermaid, Inc. (a)      2,579,019    
  365,300     Whirlpool Corp.     32,800,287    
      355,170,997    

 

See accompanying notes to the financial statements.

2


GMO U.S. Core Equity Fund

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

Shares   Description   Value ($)  
    Financial — 15.1%  
  1,291,500     Aflac, Inc.     59,731,875    
  87,300     Allstate Corp. (The) (a)      4,782,294    
  428,300     AMBAC Financial Group, Inc.     32,186,745    
  1,044,400     American International Group, Inc.     69,306,384    
  368,300     AON Corp. (a)      14,588,363    
  1,024,877     Bank of America Corp.     46,990,611    
  88,100     BB&T Corp.     3,482,593    
  2,527,500     Charles Schwab Corp. (The)     40,970,775    
  185,700     Chubb Corp.     17,780,775    
  862,900     Citigroup, Inc.     40,012,673    
  129,500     Comerica, Inc.     7,422,940    
  107,900     E*Trade Financial Corp. *      2,760,082    
  148,500     Equifax, Inc.     5,441,040    
  2,227,254     Fannie Mae (a)      121,786,249    
  656,120     Fidelity National Financial, Inc.     24,775,091    
  2,300     First Horizon National Corp.     89,953    
  252,300     Franklin Resources, Inc.     25,906,164    
  321,700     Freddie Mac     21,679,363    
  98,300     Goldman Sachs Group, Inc.     13,888,807    
  76,800     Hartford Financial Services Group, Inc.     6,326,784    
  138,400     Legg Mason, Inc.     18,073,656    
  334,900     Lehman Brothers Holdings, Inc.     48,878,655    
  199,900     Lincoln National Corp. (a)      11,348,323    
  130,900     Loews Corp.     12,076,834    
  273,200     Marsh & McLennan Cos., Inc. (a)      8,444,612    
  41,650     MBIA, Inc. (a)      2,446,521    
  234,500     Metlife, Inc. (a)      11,753,140    
  373,000     MGIC Investment Corp.     23,778,750    
  714,600     National City Corp. (a)      24,868,080    
  335,500     Old Republic International Corp.     7,142,795    
  326,800     PMI Group (The), Inc. (a)      14,150,440    
  63,900     PNC Financial Services Group, Inc.     4,495,365    
  49,800     Principal Financial Group     2,426,256    
  226,300     Progressive Corp. (The) (a)      24,315,935    

 

See accompanying notes to the financial statements.

3


GMO U.S. Core Equity Fund

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

Shares   Description   Value ($)  
    Financial — continued  
  248,800     Prudential Financial, Inc. (a)      19,167,552    
  216,000     Radian Group, Inc.     12,258,000    
  548,600     St. Paul Travelers Cos. (The), Inc. (a)      23,578,828    
  206,700     State Street Corp. (a)      12,914,616    
  360,400     TD Ameritrade Holding Corp.     7,842,304    
  324,300     Torchmark Corp.     17,729,481    
  988,000     UnumProvident Corp. (a)      20,441,720    
  1,455,604     Washington Mutual, Inc. (a)      62,154,291    
      950,195,715    
    Food & Beverage — 2.5%  
  509,200     Archer-Daniels-Midland Co.     16,151,824    
  1,878,500     Coca-Cola Co. (The)     78,840,645    
  218,600     Dean Foods Co. *      8,190,942    
  160,500     General Mills Co.     7,904,625    
  286,800     PepsiCo, Inc.     16,952,748    
  1,040,600     Sara Lee Corp.     18,387,402    
  758,100     Tyson Foods, Inc.-Class A     10,257,093    
      156,685,279    
    Health Care — 22.1%  
  886,900     Abbott Laboratories     39,183,242    
  796,444     Aetna, Inc.     40,618,644    
  73,000     Allergan, Inc.     7,902,980    
  832,600     AmerisourceBergen Corp.     38,291,274    
  64,500     Amgen, Inc. *      4,869,105    
  1,323,352     Bristol-Myers Squibb Co. (a)      30,569,431    
  429,500     Cardinal Health, Inc.     31,181,700    
  301,300     Cigna Corp.     36,984,575    
  42,300     Coventry Health Care, Inc. *      2,521,926    
  8,300     DENTSPLY International, Inc.     473,017    
  527,800     Express Scripts, Inc. *      46,061,106    
  624,600     Forest Laboratories, Inc. * (a)      28,669,140    
  396,700     Genentech, Inc. *      33,993,223    

 

See accompanying notes to the financial statements.

4


GMO U.S. Core 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  
  449,700     HCA, Inc.     21,540,630    
  204,100     Health Net, Inc. *      9,786,595    
  268,500     Humana, Inc. *      13,873,395    
  3,055,900     Johnson & Johnson     176,172,635    
  153,100     King Pharmaceuticals, Inc. *      2,487,875    
  385,166     Lincare Holdings, Inc. *      15,753,289    
  1,486,300     McKesson Corp.     80,453,419    
  294,800     Medco Health Solutions, Inc. *      16,426,256    
  404,500     Medtronic, Inc.     21,822,775    
  3,992,100     Merck & Co., Inc.     139,164,606    
  9,643,580     Pfizer, Inc.     252,565,360    
  664,800     Tenet Healthcare Corp. *      5,245,272    
  3,715,102     UnitedHealth Group, Inc.     216,330,390    
  384,722     WellPoint, Inc. * (a)      29,542,802    
  943,100     Wyeth     46,966,380    
      1,389,451,042    
    Machinery — 1.0%  
  101,100     Baker Hughes, Inc.     6,871,767    
  745,600     Caterpillar, Inc. (a)      54,488,448    
  72,200     Halliburton Co.     4,909,600    
      66,269,815    
    Manufacturing — 0.3%  
  27,200     Illinois Tool Works, Inc.     2,334,848    
  125,400     ITT Industries, Inc.     6,583,500    
  205,900     United Technologies Corp.     12,045,150    
      20,963,498    
    Oil & Gas — 5.1%  
  22,100     Amerada Hess Corp. (a)      3,056,651    
  197,200     Anadarko Petroleum Corp.     19,554,352    
  284,700     Apache Corp. (a)      19,052,124    
  419,696     Burlington Resources, Inc. (a)      37,848,185    

 

See accompanying notes to the financial statements.

5


GMO U.S. Core Equity 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  
  1,207,600     ConocoPhillips (a)      73,615,296    
  331,200     Devon Energy Corp.     19,418,256    
  19,900     EOG Resources, Inc. (a)      1,341,260    
  997,200     Exxon Mobil Corp.     59,203,764    
  236,100     Marathon Oil Corp.     16,668,660    
  530,100     Occidental Petroleum Corp.     48,525,354    
  197,600     Patterson-UTI Energy, Inc.     5,443,880    
  196,200     Sunoco, Inc. (a)      14,538,420    
      318,266,202    
    Primary Process Industry — 0.1%  
  102,500     Air Products & Chemicals, Inc.     6,576,400    
    Retail Stores — 13.3%  
  70,200     Abercrombie & Fitch Co.-Class A     4,725,864    
  172,900     Advance Auto Parts *      7,149,415    
  668,821     Albertson's, Inc. (a)      17,014,806    
  473,800     Autonation, Inc. * (a)      9,907,158    
  74,000     Autozone, Inc. *      7,154,320    
  927,100     Bed Bath & Beyond, Inc. *      33,412,684    
  325,700     Chico's FAS, Inc. * (a)      15,324,185    
  105,200     Costco Wholesale Corp.     5,394,656    
  270,500     CVS Corp.     7,663,265    
  466,500     Dollar General Corp.     8,126,430    
  317,200     Federated Department Stores, Inc.     22,533,888    
  5,353,604     Home Depot, Inc. (a)      225,654,409    
  1,997,100     Kroger Co. * (a)      40,021,884    
  2,227,800     Lowe's Cos., Inc. (a)      151,891,404    
  381,200     Nordstrom, Inc.     14,485,600    
  453,200     Office Depot, Inc. *      16,170,176    
  290,000     Ross Stores, Inc.     8,212,800    
  1,642,900     Safeway, Inc. (a)      39,938,899    
  280,400     Supervalu, Inc.     8,860,640    
  68,800     Target Corp. (a)      3,742,720    

 

See accompanying notes to the financial statements.

6


GMO U.S. Core Equity 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  
  139,600     Tiffany & Co. (a)      5,183,348    
  706,836     TJX Cos., Inc.     17,310,414    
  1,791,600     Walgreen Co.     80,371,176    
  1,858,200     Wal-Mart Stores, Inc. (a)      84,287,952    
  32,800     Whole Foods Market, Inc. (a)      2,095,264    
      836,633,357    
    Services — 2.8%  
  487,500     Darden Restaurants, Inc.     20,445,750    
  208,500     Gannett Co., Inc. (a)      12,960,360    
  382,100     Interpublic Group of Cos., Inc. * (a)      3,958,556    
  451,000     Marriott International, Inc.-Class A     30,848,400    
  266,300     McDonald's Corp.     9,296,533    
  341,100     MGM Mirage * (a)      12,610,467    
  107,900     Moody's Corp.     7,229,300    
  285,500     Omnicom Group (a)      22,788,610    
  492,900     Sysco Corp.     14,831,361    
  325,500     Wendy's International, Inc.     18,846,450    
  453,900     Yum! Brands, Inc.     21,651,030    
      175,466,817    
    Technology — 14.1%  
  797,000     Adobe Systems, Inc.     30,780,140    
  216,200     Affiliated Computer Services, Inc.-Class A * (a)      13,603,304    
  289,300     Agilent Technologies, Inc. *      10,414,800    
  382,200     American Power Conversion Corp.     7,808,346    
  96,000     Applera Corp.-Applied Biosystems Group     2,713,920    
  109,260     Autodesk, Inc.     4,113,639    
  165,900     Boeing Co.     12,059,271    
  132,900     Broadcom Corp.-Class A *      5,992,461    
  77,700     Citrix Systems, Inc. *      2,514,372    
  1,188,100     Corning, Inc. * (a)      29,001,521    
  3,566,200     Dell, Inc. * (a)      103,419,800    
  128,600     Diebold, Inc.     5,144,000    

 

See accompanying notes to the financial statements.

7


GMO U.S. Core Equity Fund

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

Shares   Description   Value ($)  
    Technology — continued  
  43,300     DST Systems, Inc. * (a)      2,434,759    
  1,253,400     EMC Corp. *      17,572,668    
  63,000     Emerson Electric Co.     5,154,030    
  1,176,900     First Data Corp.     53,113,497    
  94,800     General Dynamics Corp.     11,685,996    
  108,900     Goodrich Corp.     4,556,376    
  59,600     Google, Inc.-Class A *      21,612,152    
  26,000     Harris Corp.     1,187,680    
  5,048,100     Hewlett-Packard Co.     165,628,161    
  7,205,800     Intel Corp.     148,439,480    
  190,800     Intuit, Inc. *      9,269,064    
  167,300     Jabil Circuit, Inc. *      6,332,305    
  179,700     Lexmark International, Inc. *      8,462,073    
  498,600     Lockheed Martin Corp.     36,332,982    
  64,300     Microchip Technology, Inc.     2,263,360    
  1,359,100     Motorola, Inc.     29,084,740    
  145,300     National Semiconductor Corp.     4,075,665    
  39,900     Northrop Grumman Corp.     2,557,590    
  216,400     Nvidia Corp. *      10,198,932    
  61,600     Paychex, Inc.     2,467,080    
  271,300     Qualcomm, Inc.     12,808,073    
  274,400     Rockwell Automation, Inc. (a)      18,705,848    
  125,400     Rockwell Collins, Inc.     6,665,010    
  2,288,900     Texas Instruments, Inc.     68,323,665    
  128,000     W.W. Grainger, Inc.     9,477,120    
      885,973,880    
    Transportation — 1.1%  
  508,395     Burlington Northern Santa Fe Corp.     39,980,183    
  135,500     C.H. Robinson Worldwide, Inc.     6,073,110    
  25,300     JB Hunt Transport Services, Inc. (a)      598,598    
  259,100     Union Pacific Corp.     22,943,305    
      69,595,196    

 

See accompanying notes to the financial statements.

8


GMO U.S. Core Equity Fund

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

Shares /
Par Value ($)		   Description   Value ($)  
    Utility — 8.6%  
  427,100     AES Corp. (The) *      7,388,830    
  208,600     Alltel Corp.     13,173,090    
  382,600     American Electric Power Co., Inc.     13,964,900    
  5,320,522     AT&T, Inc.     146,793,202    
  1,454,200     BellSouth Corp. (a)      45,923,636    
  532,400     Centerpoint Energy, Inc. (a)      6,905,228    
  261,200     Constellation Energy Group, Inc.     15,342,888    
  190,700     Duke Energy Corp. (a)      5,415,880    
  263,400     Edison International     11,684,424    
  551,200     El Paso Corp.     7,209,696    
  124,400     Entergy Corp.     9,020,244    
  518,900     Exelon Corp. (a)      29,634,379    
  220,200     FirstEnergy Corp.     11,247,816    
  208,300     FPL Group, Inc.     8,734,019    
  266,400     Kinder Morgan, Inc.     24,716,592    
  273,800     Nextel Partners, Inc.-Class A *      7,682,828    
  104,300     Public Service Enterprise Group, Inc.     7,237,377    
  126,900     Questar Corp.     9,295,425    
  161,000     TXU Corp.     8,434,790    
  4,409,522     Verizon Communications, Inc.     148,600,891    
      538,406,135    
    TOTAL COMMON STOCKS (COST $5,623,344,465)     6,036,571,421    
    SHORT-TERM INVESTMENT(S) — 11.0%  
  15,749,520     American Beacon Money Market Select Fund (b)      15,749,520    
  51,185,939     BGI Institutional Money Market Fund (b)      51,185,939    
  23,624,280     Fortis Bank Eurodollar Term Fixed Rate Yankee Certificate of Deposit,
4.53%, due 03/23/06 (b) 		     23,624,280    
  78,747,598     Goldman Sachs Group Inc. Repurchase Agreement, dated 02/28/06,
due 03/01/06, with a maturity value of $78,757,666 and an effective
yield of 4.60%, collateralized by various corporate debt obligations
with an aggregate market value of $80,322,550. (b) 		     78,747,598    

 

See accompanying notes to the financial statements.

9


GMO U.S. Core Equity Fund

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

Shares /
Par Value ($)		   Description   Value ($)  
    SHORT-TERM INVESTMENT(S) — continued  
  70,872,838     Merrill Lynch & Co. Tri Party Repurchase Agreement, dated 02/28/06,
due 03/01/06, with a maturity value of $70,881,801 and an effective yield
of 4.55%, collateralized by various U.S. government obligations with an
aggregate market value of $72,705,796. (b) 		     70,872,838    
  15,749,520     Merrimac Cash Series-Premium Class (b)      15,749,520    
  57,426,078     Morgan Stanley & Co. Repurchase Agreement, dated 02/28/06,
due 03/01/06, with a maturity value of $57,433,340 and an effective
yield of 4.55%, collateralized by various U.S. government obligations
with an aggregate market value of $58,574,944. (b) 		     57,426,078    
  47,248,559     National Australia Bank Eurodollar Overnight Time Deposit, 4.56%,
due 03/01/06 (b) 		     47,248,559    
  31,499,039     Rabobank Nederland Eurodollar Overnight Time Deposit, 4.52%,
due 03/01/06 (b) 		     31,499,039    
  23,624,280     Royal Bank of Scotland Eurodollar Term Fixed Rate Yankee Certificate of
Deposit, 4.55%, due 03/31/06 (b) 		     23,624,280    
  48,413,098     Svenska Handlesbanken Eurodollar Overnight Time Deposit, 4.57%,
due 03/01/06 (b) 		     48,413,098    
  19,000,000     U.S. Treasury Bill, 3.81%, due 03/23/06 (c) (d)      18,957,048    
  207,176,082     Citigroup Global Markets Repurchase Agreement, dated 02/28/06,
due 03/1/06, with a maturity value of $207,193,404 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 $211,319,604.		     207,176,082    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $690,273,879)     690,273,879    
    TOTAL INVESTMENTS — 106.9%
(Cost $6,313,618,344)		     6,726,845,300    
        Other Assets and Liabilities (net) — (6.9%)     (434,755,413 )  
    TOTAL NET ASSETS — 100.0%   $ 6,292,089,887    

 

See accompanying notes to the financial statements.

10


GMO U.S. Core 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                            
  402     S&P 500   March 2006   $ 128,881,200     $ 1,306,316    

 

As of February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments on 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 U.S. Core Equity Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value, including securities on loan of $444,870,091
(cost $6,313,618,344) (Note 2)		   $ 6,726,845,300    
Receivable for Fund shares sold     27,778,570    
Dividends and interest receivable     8,251,691    
Receivable for expenses reimbursed by Manager (Note 3)     99,540    
Total assets     6,762,975,101    
Liabilities:  
Collateral on securities loaned (Note 2)     464,140,749    
Payable for Fund shares repurchased     3,178,284    
Payable to affiliate for (Note 3):  
Management fee     1,486,194    
Shareholder service fee     490,627    
Administration fee – Class M     24,177    
Trustees and Chief Compliance Officer fees     12,522    
Payable for 12b-1 fee – Class M     64,024    
Payable for variation margin on open futures contracts (Note 2)     1,165,799    
Accrued expenses     322,838    
Total liabilities     470,885,214    
Net assets   $ 6,292,089,887    
Net assets consist of:  
Paid-in capital   $ 5,888,865,348    
Accumulated undistributed net investment income     18,019,090    
Distributions in excess of net realized gain     (29,327,823 )  
Net unrealized appreciation     414,533,272    
    $ 6,292,089,887    
Net assets attributable to:  
Class III shares   $ 2,841,958,615    
Class IV shares   $ 749,822,316    
Class VI shares   $ 2,543,300,359    
Class M shares   $ 157,008,597    
Shares outstanding:  
Class III     196,050,621    
Class IV     51,799,458    
Class VI     175,716,126    
Class M     10,848,567    
Net asset value per share:  
Class III   $ 14.50    
Class IV   $ 14.48    
Class VI   $ 14.47    
Class M   $ 14.47    

 

See accompanying notes to the financial statements.

12


GMO U.S. Core Equity Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends   $ 118,239,605    
Interest (including securities lending income of $519,357)     5,881,596    
Total investment income     124,121,201    
Expenses:  
Management fee (Note 3)     18,337,579    
Shareholder service fee – Class II (Note 3)     839,966    
Shareholder service fee – Class III (Note 3)     3,394,588    
Shareholder service fee – Class IV (Note 3)     815,028    
Shareholder service fee – Class VI (Note 3)     1,166,987    
12b-1 fee – Class M (Note 3)     408,671    
Administration fee – Class M (Note 3)     326,560    
Custodian, fund accounting agent and transfer agent fees     699,170    
Audit and tax fees     85,602    
Legal fees     109,390    
Trustees fees and related expenses (Note 3)     249,619    
Registration fees     155,840    
Miscellaneous     122,827    
Total expenses     26,711,827    
Fees and expenses reimbursed by Manager (Note 3)     (1,233,888 )  
Net expenses     25,477,939    
Net investment income (loss)     98,643,262    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     258,164,814    
Closed futures contracts     1,805,456    
Net realized gain (loss)     259,970,270    
Change in net unrealized appreciation (depreciation) on:  
Investments     (26,193,971 )  
Open futures contracts     (876,404 )  
Net unrealized gain (loss)     (27,070,375 )  
Net realized and unrealized gain (loss)     232,899,895    
Net increase (decrease) in net assets resulting from operations   $ 331,543,157    

 

See accompanying notes to the financial statements.

13


GMO U.S. Core 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)   $ 98,643,262     $ 62,961,957    
Net realized gain (loss)     259,970,270       283,977,706    
Change in net unrealized appreciation (depreciation)     (27,070,375 )     (18,491,670 )  
Net increase (decrease) in net assets from operations     331,543,157       328,447,993    
Distributions to shareholders from:  
Net investment income  
Class II     (6,329,602 )     (6,997,550 )  
Class III     (37,696,193 )     (19,566,902 )  
Class IV     (13,845,669 )     (10,706,945 )  
Class V     —       (6,305,647 )  
Class VI     (37,270,977 )     (12,149,661 )  
Class M     (2,290,730 )     (1,629,697 )  
Total distributions from net investment income     (97,433,171 )     (57,356,402 )  
Net realized gains  
Class III     (61,452,066 )     —    
Class IV     (19,494,901 )     —    
Class VI     (51,739,754 )     —    
Class M     (3,533,452 )     —    
Total distributions from net realized gains     (136,220,173 )     —    
      (233,653,344 )     (57,356,402 )  
Net share transactions (Note 7):  
Class II     (696,960,624 )     102,119,316    
Class III     1,061,910,529       134,256,887    
Class IV     (118,000,063 )     114,384,885    
Class V     —       (468,952,049 )  
Class VI     750,247,751       1,129,769,693    
Class M     (16,685,159 )     19,795,237    
Increase (decrease) in net assets resulting from net share transactions     980,512,434       1,031,373,969    
Total increase (decrease) in net assets     1,078,402,247       1,302,465,560    
Net assets:  
Beginning of period     5,213,687,640       3,911,222,080    
End of period (including accumulated undistributed net
investment income of $18,019,090 and $17,341,142, respectively)		   $ 6,292,089,887     $ 5,213,687,640    

 

See accompanying notes to the financial statements.

14



GMO U.S. Core 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   $ 14.28     $ 13.54     $ 9.98     $ 12.90     $ 13.95    
Income (loss) from investment operations:  
Net investment income (loss)†      0.24       0.19       0.16       0.15       0.18    
Net realized and unrealized gain (loss)     0.54       0.73       3.56       (2.92 )     (1.05 )  
Total from investment operations     0.78       0.92       3.72       (2.77 )     (0.87 )  
Less distributions to shareholders:  
From net investment income     (0.24 )     (0.18 )     (0.16 )     (0.15 )     (0.17 )  
From net realized gains     (0.32 )     —       —       —       (0.01 )  
Total distributions     (0.56 )     (0.18 )     (0.16 )     (0.15 )     (0.18 )  
Net asset value, end of period   $ 14.50     $ 14.28     $ 13.54     $ 9.98     $ 12.90    
Total Return(a)      5.60 %     6.89 %     37.50 %     (21.59 )%     (6.23 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 2,841,959     $ 1,739,392     $ 1,517,458     $ 1,141,725     $ 1,321,634    
Net expenses to average daily net assets     0.47 %     0.48 %     0.48 %     0.48 %     0.48 %  
Net investment income to average
daily net assets		     1.69 %     1.46 %     1.32 %     1.34 %     1.33 %  
Portfolio turnover rate     65 %     65 %     57 %     74 %     69 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:		     0.02 %     0.02 %     0.03 %     0.03 %     0.02 %  

 

†  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.

15


GMO U.S. Core 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   2003   2002  
Net asset value, beginning of period   $ 14.26     $ 13.52     $ 9.97     $ 12.89     $ 13.94    
Income (loss) from investment operations:  
Net investment income (loss)†      0.25       0.20       0.16       0.16       0.18    
Net realized and unrealized gain (loss)     0.54       0.73       3.55       (2.92 )     (1.04 )  
Total from investment operations     0.79       0.93       3.71       (2.76 )     (0.86 )  
Less distributions to shareholders:  
From net investment income     (0.25 )     (0.19 )     (0.16 )     (0.16 )     (0.18 )  
From net realized gains     (0.32 )     —       —       —       (0.01 )  
Total distributions     (0.57 )     (0.19 )     (0.16 )     (0.16 )     (0.19 )  
Net asset value, end of period   $ 14.48     $ 14.26     $ 13.52     $ 9.97     $ 12.89    
Total Return(a)      5.66 %     6.96 %     37.50 %     (21.55 )%     (6.20 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 749,822     $ 866,206     $ 709,525     $ 463,254     $ 744,813    
Net expenses to average daily net assets     0.43 %     0.44 %     0.44 %     0.44 %     0.44 %  
Net investment income to average
daily net assets		     1.76 %     1.49 %     1.36 %     1.39 %     1.36 %  
Portfolio turnover rate     65 %     65 %     57 %     74 %     69 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:		     0.02 %     0.02 %     0.03 %     0.03 %     0.02 %  

 

†  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.

16


GMO U.S. Core Equity 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   $ 14.26     $ 13.52     $ 11.54    
Income (loss) from investment operations:  
Net investment income (loss)†      0.25       0.21       0.10    
Net realized and unrealized gain (loss)     0.54       0.72       2.01    
Total from investment operations     0.79       0.93       2.11    
Less distributions to shareholders:  
From net investment income     (0.26 )     (0.19 )     (0.13 )  
In excess of net investment income     (0.32 )     —       —    
Total distributions     (0.58 )     (0.19 )     (0.13 )  
Net asset value, end of period   $ 14.47     $ 14.26     $ 13.52    
Total Return(b)      5.64 %     7.01 %     18.41 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 2,543,300     $ 1,750,325     $ 542,274    
Net expenses to average daily net assets     0.38 %     0.39 %     0.39 %*   
Net investment income to average daily net assets     1.78 %     1.56 %     1.17 %*   
Portfolio turnover rate     65 %     65 %     57 %***   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.02 %     0.02 %     0.03 %*   

 

(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 during the period shown.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

***  Calculation represents the portfolio turnover rate of the Fund for the year ended February 29, 2004.

See accompanying notes to the financial statements.

17


GMO U.S. Core Equity 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   2003(a)   
Net asset value, beginning of period   $ 14.26     $ 13.52     $ 9.96     $ 12.89    
Income (loss) from investment operations:  
Net investment income (loss)†      0.20       0.16       0.12       0.11    
Net realized and unrealized gain (loss)     0.53       0.72       3.57       (2.94 )  
Total from investment operations     0.73       0.88       3.69       (2.83 )  
Less distributions to shareholders:  
From net investment income     (0.20 )     (0.14 )     (0.13 )     (0.10 )  
In excess of net investment income     (0.32 )     —       —       —    
Total distributions     (0.52 )     (0.14 )     (0.13 )     (0.10 )  
Net asset value, end of period   $ 14.47     $ 14.26     $ 13.52     $ 9.96    
Total Return(b)      5.22 %     6.61 %     37.23 %     (22.03 )%**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 157,009     $ 171,316     $ 141,188     $ 60,242    
Net expenses to average daily net assets     0.77 %     0.78 %     0.78 %     0.78 %*   
Net investment income to average daily net assets     1.41 %     1.17 %     0.98 %     1.18 %*   
Portfolio turnover rate     65 %     65 %     57 %     74 %***   
Fees and expenses reimbursed by the Manager
to average daily net assets:		     0.02 %     0.02 %     0.03 %     0.03 %*   

 

(a)  Period from April 15, 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 throughout the period.

*  Annualized.

**  Not annualized.

***  Calculation represents portfolio turnover rate for the Fund for the year ended February 28, 2003.

See accompanying notes to the financial statements.

18



GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO U.S. Core 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, 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 commenced operations following an in-kind purchase of shares by GMO U.S. Core Fund ("Predecessor Fund") effected as of the close of business on September 16, 2005 ("Purchase Date"). For tax purposes, this transaction met all requirements for a tax-free reorganization under the Internal Revenue Code, and consequently the Fund retained the Predecessor Fund's basis and holding period in each asset contributed in-kind. For accounting purposes, the Fund also recorded a cost for each in-kind asset contributed by the Predecessor Fund equal to such asset's historical cost. For tax and accounting purposes, the Fund is treated as a continuation of the Predecessor Fund's operations. Therefore, the Statement of Operations is shown for the entire fiscal year ending February 28, 2006, the Statements of Changes in Net Assets are shown for the entire fiscal years ending February 28, 2006 and 2005, and the Financial Highlights are shown for each of the fiscal years ending February 28/29, 2006, 2005, 2004, 2003 and 2002.

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

As of February 28, 2006, the Fund had four classes of shares outstanding: Class III, Class IV, Class VI and Class M. All shareholders redeemed or exchanged out of Class II on September 16, 2005. Class M shares bear an administration fee and a 12b-1 fee, while Class III, Class IV and Class VI shares 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, excluding 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.

19


GMO U.S. Core Equity Fund

(A Series of GMO Trust)

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

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 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 reco gnized 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 fa lls short of the

20


GMO U.S. Core Equity Fund

(A Series of GMO Trust)

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

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 Sta tement 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 o pen 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,

21


GMO U.S. Core Equity 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 $444,870,091 collateralized by cash in the amount of $464,140,749, 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, 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 character of distributions paid was as follows: ordinary income – $97,802,375 and $57,356,402, respectively and long-term capital gains – $135,850,969 and $0, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $18,019,090 of undistributed ordinary income.

As of February 28, 2006, the Fund elected to defer to March 1, 2006 post-October capital losses of $10,053,867.

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)		  
$ 6,331,585,984     $ 617,007,905     $ (221,748,589 )   $ 395,259,316    

 

22


GMO U.S. Core Equity 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 redemption in-kind transactions. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income		   Accumulated
 Net
Realized Loss		   Paid-in Capital  
$ (532,143 )   $ 3,775,965     $ (3,243,822 )  

 

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. 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, 12b-1, and administration fees, which are directly attributable to a class of shares, are charged to that class's operations.

3.  Fees and other transactions with affiliates

Effective September 16, 2005, GMO earns a management fee paid monthly at the annual rate of 0.31% of the Fund's average daily net assets. Prior to September 16, 2005, GMO earned a management fee paid monthly at the annual rate of 0.33% of the Predecessor Fund's average daily net assets (See Note 1). 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, 0.10% for Class IV shares (effective September 16, 2005), and 0.055% for Class VI shares. Prior to September 16, 2005, the shareholder service fee was 0.105% for Class IV shares. For the period March 1, 2005 through September 15, 2005, pursuant to the Shareholder Service plan, the sha reholder service fee was calculated based on the average daily net assets of Class II shares at the annual rate of 0.22%.

23


GMO U.S. Core Equity Fund

(A Series of GMO Trust)

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

Class M shares of the Fund pay GMO an administration fee monthly at the annual rate of 0.20% of the 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 up to 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.

Effective September 16, 2005, 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, Class IV and Class VI 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 0.31% of average daily net assets. Prior to September 16, 2005, the rate was 0.33% of the Predecessor Fund's average daily net assets (and excluded shareholder service fees for Class II in addition to the above-mentioned expenses).

The Fund's portion of the fee paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $130,633 and $36,515, 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 $4,437,087,836 and $3,587,500,169, 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.

24


GMO U.S. Core Equity 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, 23.3% 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 six related parties comprised of certain GMO employee accounts, and 51.9% 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 and Predecessor Fund shares were as follows (See Note 1):

    Year Ended
February 28, 2006* 		   Year Ended
February 28, 2005		  
Class II:   Shares   Amount   Shares   Amount  
Shares sold     4,192,972     $ 58,208,238       14,517,114     $ 196,443,065    
Shares issued to shareholders
in reinvestment of distributions		     344,885       4,881,209       403,763       5,398,594    
Shares repurchased     (52,690,350 )     (759,938,965 )     (7,644,780 )     (99,722,343 )  
Redemption in Kind     (7,702 )     (111,106 )     —       —    
Net increase (decrease)     (48,160,195 )   $ (696,960,624 )     7,276,097     $ 102,119,316    

 

*  Effective September 16, 2005, all shareholders redeemed or exchange out of Class II.

25


GMO U.S. Core Equity 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     106,136,547     $ 1,518,927,314       36,783,539     $ 495,608,507    
Shares issued to shareholders
in reinvestment of distributions		     6,478,842       91,687,691       1,206,667       16,146,675    
Shares repurchased     (37,329,263 )     (533,739,876 )     (28,297,385 )     (377,498,295 )  
Redemption in Kind     (1,035,197 )     (14,964,600 )     —       —    
Net increase (decrease)     74,250,929     $ 1,061,910,529       9,692,821     $ 134,256,887    
    Year Ended
February 28, 2006		   Year Ended
February 28, 2005		  
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     25,446,957     $ 369,642,534       18,178,855     $ 246,916,299    
Shares issued to shareholders
in reinvestment of distributions		     2,271,361       32,102,146       801,199       10,706,945    
Shares repurchased     (36,653,149 )     (519,744,743 )     (10,730,981 )     (143,238,359 )  
Net increase (decrease)     (8,934,831 )   $ (118,000,063 )     8,249,073     $ 114,384,885    
    Year Ended
February 28, 2006		   Year Ended
February 28, 2005** 		  
Class V:   Shares   Amount   Shares   Amount  
Shares sold     —     $ —       —     $ —    
Shares issued to shareholders
in reinvestment of distributions		     —       —       472,290       6,305,647    
Shares repurchased     —       —       (33,659,306 )     (475,257,696 )  
Net increase (decrease)     —     $ —       (33,187,016 )   $ (468,952,049 )  

 

**  Effective February 11, 2005, all shareholders were fully redeemed.

26


GMO U.S. Core Equity 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 VI:   Shares   Amount   Shares   Amount  
Shares sold     49,679,584     $ 704,266,353       82,266,483     $ 1,125,139,100    
Shares issued to shareholders
in reinvestment of distributions		     6,302,404       89,010,731       906,853       12,149,661    
Shares repurchased     (3,004,479 )     (43,029,333 )     (558,401 )     (7,519,068 )  
Net increase (decrease)     52,977,509     $ 750,247,751       82,614,935     $ 1,129,769,693    
    Year Ended
February 28, 2006		   Year Ended
February 28, 2005		  
Class M:   Shares   Amount   Shares   Amount  
Shares sold     325,070     $ 4,556,579       2,795,296     $ 36,318,375    
Shares issued to shareholders
in reinvestment of distributions		     412,026       5,824,182       121,966       1,629,697    
Shares repurchased     (1,877,053 )     (26,673,662 )     (1,347,005 )     (18,152,835 )  
Redemption in Kind     (27,185 )     (392,258 )     —       —    
Net increase (decrease)     (1,167,142 )   $ (16,685,159 )     1,570,257     $ 19,795,237    

 

27



Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO U.S. Core 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. Core 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 O versight 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.

As described in Note 1 to the financial statements, the Fund is the successor to GMO U.S. Core Fund and includes the operations of GMO U.S. Core Fund for periods prior to September 16, 2005.

PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2006

28


GMO U.S. Core 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 months 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.

29


GMO U.S. Core Equity 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     0.46 %   $ 1,000.00     $ 1,049.10     $ 2.34    
2) Hypothetical     0.46 %   $ 1,000.00     $ 1,022.51     $ 2.31    
Class IV      
1) Actual     0.41 %   $ 1,000.00     $ 1,049.50     $ 2.08    
2) Hypothetical     0.41 %   $ 1,000.00     $ 1,022.76     $ 2.06    
Class VI      
1) Actual     0.37 %   $ 1,000.00     $ 1,049.00     $ 1.88    
2) Hypothetical     0.37 %   $ 1,000.00     $ 1,022.96     $ 1.86    
Class M      
1) Actual     0.76 %   $ 1,000.00     $ 1,046.80     $ 3.86    
2) Hypothetical     0.76 %   $ 1,000.00     $ 1,021.03     $ 3.81    

 

*  Expenses are calculated using each 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.

30


GMO U.S. Core 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 $135,850,969 from long-term capital gains.

For taxable, non-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 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 $2,784,454 or if determined to be different, the qualified interest income of such year.

31


GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement
February 28, 2006 (Unaudited)

In determining to approve the initial investment management agreement for the Fund, the Trustees, each of whom is not an "interested person" of the Trust, considered information that they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The Trustees met on June 28, 2005 to discuss the materials provided by the Manager for purposes of considering the Manager's proposal to establish the Fund, as well as seven other funds of the Trust, as new series of the Trust and the proposed new investment management agreements between the Trust, on behalf of each such fund, and the Manager. The investment management agreement for each fund was considered separately; however, the Trustees noted the common interests of the funds. As discussed below, at meetings throughout the year, the Trustees also considered other information relevant to their approval of the Fund's investment management agreement. Matters considered by the Trustees included the following:

The Trustees considered that they had met with the Fund's investment advisory personnel over the course of the year. The Trustees also considered information provided by the Manager relating to the education, experience, and number of investment professionals and other personnel who will provide services under the Fund's investment management agreement. The Trustees also received information concerning the investment philosophy and investment process to be applied by the Manager in managing the Fund, and evaluated the level of skill required to manage the Fund. In connection with that information, the Trustees considered the Manager's in-house research capabilities as well as other resources available to the Manager's personnel. The Trustees also took into account the time and attention to be devoted by senior management to the Fund. The Trustees considered the business reputation of the Manager, its financial resources and its professional liability insurance coverage.

Since the Fund had not yet commenced operations, the Trustees were unable to consider its performance. However, the Trustees considered the performance of an existing fund of the Trust with a comparable investment program (the "Predecessor Fund").1 The Trustees noted the generally positive performance of the Predecessor Fund over various time periods. The Trustees also considered the competence of the personnel responsible for managing the Predecessor Fund, the support those personnel received from the Manager, the investment techniques used to manage the Predecessor Fund, and the overall competence of the Manager.

The Trustees gave substantial consideration to the fees payable under the Fund's investment management agreement. The Trustees considered that the Fund's advisory fee and projected expense ratio were lower than the advisory fee and expense ratio of the Predecessor Fund. The Trustees reviewed information prepared by Lipper Inc. concerning fees paid to investment managers of funds with similar objectives, and noted that the advisory fee and projected expense ratio of the Fund compared very favorably to those of most other comparable funds included in the Lipper data. The Fund's advisory fee ranked in the first quintile in its Lipper-determined expense group. In addition, the Fund's total expense ratio for its Class III Shares ranked in the first quintile in its Lipper-determined expense group. In evaluating the Fund's advisory fee, the

1  For tax, accounting and performance reporting purposes, the Fund is treated as a continuation of the Predecessor Fund's operations.

32


GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement — (Continued)
February 28, 2006 (Unaudited)

Trustees also took into account the sophistication of the investment techniques to be used to manage the Fund, and reviewed information provided by the Manager regarding fees paid by its separate account clients and non-proprietary mutual fund clients. Since the Fund had not yet commenced operations, the Trustees were unable to review the Manager's profitability with respect to the Fund. The Trustees had, however, considered the Manager's profitability with respect to the Predecessor Fund in approving the continuance of the management contract for the Predecessor Fund, and they noted the management fee payable by the Fund would be lower than that paid by the Predecessor Fund. The Trustees did, moreover, consider both the actual dollar amount of fees to be paid by the Fund directly to the Manager and the so-called "fallout benefits" to the Manager such as the receipt of shareholder servicing fees pursuant to the Trust's servicing agreements, and reputational value to be derived from serving as investment manager to the Fund. The Trustees regarded the ability of the funds of the Trust to establish a public record of their performance also to be a fallout benefit to the Manager because of the opportunity that record creates for the Manager to increase assets under management by, for example, attracting new clients, expanding existing client relationships and becoming a subadviser under arrangements in which the funds of the Trust would be advised and distributed by an organization with strong retail sales capabilities. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the agreement, that the advisory fee to be charged to the Fund was reasonable.

The Trustees also considered the quality of the services to be provided by the Manager to the Fund. The Trustees evaluated the Manager's record with respect to regulatory compliance and compliance with the investment policies of other funds of the Trust. The Trustees also evaluated the procedures of the Manager designed to fulfill the Manager's fiduciary duty to the Fund with respect to possible conflicts of interest, including the Manager's code of ethics (regulating the personal trading and business conduct of its officers and employees), the procedures by which the Manager allocates trades among its investment advisory clients, the Manager's and the Fund's proxy voting policies and procedures, the integrity of the systems in place to ensure compliance with the foregoing, and the record of the Manager in these matters. The Trustees also received information concerning the standards of the Manager with respect to the execution of portfolio transactions.

The Trustees considered the scope of the services to be provided by the Manager to the Fund under the investment management agreement and shareholder service agreement. The Trustees noted that the standard of care set forth in the investment management agreement was comparable to that found in most mutual fund investment management agreements. The Trustees noted that the scope of the Manager's services to the Fund would be consistent with the Fund's operational requirements, including, in addition to seeking to achieve the Fund's investment objective, compliance with the Fund's investment restrictions, tax and reporting requirements, and related shareholder services. The Trustees considered the Manager's management of non-advisory services to be provided by persons other than the Manager, considering, among other things, the Fund's estimated total expenses and the reputation of the Fund's other service providers.

33


GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement — (Continued)
February 28, 2006 (Unaudited)

After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the agreement, that the nature, extent, and quality of services to be provided supported the approval of the agreement.

At the end of the meeting of the Trustees on June 28, 2005, the Trustees, each of whom is not an "interested person" of the Trust, based on their evaluation of all factors that they deemed to be material, including those factors described above, approved the Fund's initial investment management agreement for an initial period ending on the second anniversary of the agreement's execution.

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).  
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 U.S. 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 www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund votes proxies relating to portfolio securities during the most recent 12-month period ended June 30 is or will be available at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund will file 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 will be available on the Commission's website at www.sec.gov. The Fund's Form N-Q (when available) 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 U.S. Intrinsic Value 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 U.S. Intrinsic Value Fund returned +7.7% for the fiscal year ended February 28, 2006 as compared to +10.3% for the Russell 1000 Value Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in U.S. equity securities throughout the period.

Sector selection contributed to relative performance for the period. The portfolio's overweight positions in retail stores and healthcare, as well as an underweight in the services sector all contributed to relative performance for the period. An overweight position in the automotive sector proved costly.

The portfolio's underperformance for the fiscal year is primarily attributed to stock selection. The portfolio was hindered by selections among retail stores and technology issues, while some positive performance came from health care securities.

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

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 Fund is the successor to the GMO Intrinsic Value Fund, therefore, performance for the periods prior to September 16, 2005 is that of GMO Intrinsic Value Fund.


GMO U.S. Intrinsic Value Fund

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

Asset Class Summary   % of Total Net Assets  
Common Stocks     98.7 %  
Short-Term Investment(s)     17.7    
Rights and Warrants     0.0    
Other     (16.4 )  
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Financial     32.3 %  
Health Care     14.2    
Utility     11.5    
Retail Stores     9.2    
Technology     7.2    
Oil & Gas     6.7    
Consumer Goods     6.3    
Construction     5.4    
Automotive     3.0    
Services     1.8    
Food & Beverage     1.4    
Transportation     0.5    
Manufacturing     0.3    
Machinery     0.1    
Primary Process Industry     0.1    
      100.0 %  

 

1



GMO U.S. 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 — 98.7%  
    Automotive — 2.9%  
  1,600     American Axle & Manufacturing Holdings, Inc.     25,952    
  2,600     ArvinMeritor, Inc. (a)      43,524    
  98,454     Ford Motor Co. (a)      784,678    
  30,382     General Motors Corp. (a)      617,058    
  2,000     Goodyear Tire & Rubber Co. (The) * (a)      28,660    
  5,100     Harley-Davidson, Inc. (a)      267,801    
  10,400     Johnson Controls, Inc.     741,208    
  14,700     Lear Corp.(a)      306,642    
      2,815,523    
    Construction — 5.3%  
  700     AMB Property Corp. REIT     37,555    
  14,300     Annaly Mortgage Management, Inc. REIT (a)      168,025    
  2,200     Archstone-Smith Trust REIT     104,280    
  1,400     AvalonBay Communities, Inc. REIT     144,200    
  4,200     Beazer Homes USA, Inc.     266,490    
  500     BRE Properties, Inc.     27,185    
  1,200     CBL & Associates Properties, Inc. REIT     51,120    
  8,500     Centex Corp.     574,685    
  20,233     D.R. Horton, Inc.     690,148    
  5,900     Equity Office Properties Trust REIT     185,555    
  6,600     Equity Residential REIT     298,848    
  200     Essex Property Trust, Inc. REIT (a)      19,930    
  400     Federal Realty Investment Trust     27,876    
  800     Hovnanian Enterprises, Inc. *      36,888    
  1,200     iStar Financial, Inc. REIT     45,720    
  1,200     Jacobs Engineering Group, Inc. *      102,888    
  5,700     KB Home     382,071    
  8,000     Lennar Corp.-Class A (a)      478,880    
  1,400     Martin Marietta Materials, Inc.     136,500    
  3,931     MDC Holdings, Inc.     240,931    
  9,200     Pulte Homes, Inc.     353,372    

 

See accompanying notes to the financial statements.

2


GMO U.S. Intrinsic Value Fund

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

Shares   Description   Value ($)  
    Construction — continued  
  600     Rayonier Inc. REIT     25,860    
  5,000     Ryland Group, Inc. (a)      348,750    
  5,900     Standard-Pacific Corp. (a)      193,815    
  1,900     Thornburg Mortgage, Inc. REIT (a)      49,343    
  1,300     USG Corp. *      109,824    
      5,100,739    
    Consumer Goods — 6.2%  
  47,400     Altria Group, Inc.     3,408,060    
  2,100     Columbia Sportswear Co. * (a)      105,756    
  9,200     Eastman Kodak Co. (a)      258,060    
  11,100     Jones Apparel Group, Inc.     321,012    
  8,700     Liz Claiborne, Inc.     313,461    
  5,700     Maytag Corp.     98,040    
  7,500     Mohawk Industries, Inc. *      648,825    
  500     Snap-On, Inc. (a)      19,460    
  700     Timberland Co.-Class A *      24,535    
  7,900     Whirlpool Corp.     709,341    
      5,906,550    
    Financial — 31.9%  
  29,300     Aflac, Inc.     1,355,125    
  9,300     AMBAC Financial Group, Inc.     698,895    
  3,600     American Financial Group, Inc.     149,040    
  22,600     American International Group, Inc.     1,499,736    
  4,700     AmerUs Group Co.     283,175    
  700     AmSouth Bancorp (a)      19,425    
  6,700     AON Corp.     265,387    
  2,000     Astoria Financial Corp.     57,340    
  105,476     Bank of America Corp.     4,836,075    
  5,300     BB&T Corp.     209,509    
  1,680     Bear Stearns Cos. (The), Inc.     225,859    
  4,500     Capital One Financial Corp.     394,200    
  3,400     Chubb Corp.     325,550    

 

See accompanying notes to the financial statements.

3


GMO U.S. Intrinsic Value Fund

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

Shares   Description   Value ($)  
    Financial — continued  
  48,700     Citigroup, Inc.     2,258,219    
  7,400     Comerica, Inc.     424,168    
  700     Commerce Group, Inc.     37,807    
  5,700     Countrywide Financial Corp.     196,536    
  2,800     E*Trade Financial Corp. *      71,624    
  600     Erie Indemnity Co.-Class A     31,842    
  44,800     Fannie Mae     2,449,664    
  14,537     Fidelity National Financial, Inc.     548,917    
  9,300     First American Corp.     392,088    
  7,000     First Horizon National Corp.     273,770    
  15,300     Freddie Mac     1,031,067    
  600     Fremont General Corp. (a)      14,232    
  700     GATX Corp.     27,790    
  1,800     Goldman Sachs Group, Inc.     254,322    
  900     Hanover Insurance Group (The), Inc.     43,605    
  4,100     Hartford Financial Services Group, Inc.     337,758    
  1,000     HCC Insurance Holdings, Inc. (a)      32,190    
  1,400     IndyMac Bancorp, Inc.     54,348    
  4,800     Jefferson Pilot Corp.     289,200    
  34,480     JPMorgan Chase & Co.     1,418,507    
  1,600     KeyCorp     59,632    
  4,400     Lehman Brothers Holdings, Inc.     642,180    
  6,800     Lincoln National Corp.     386,036    
  3,500     Loews Corp.     322,910    
  13,300     Marsh & McLennan Cos., Inc.     411,103    
  2,000     MBIA, Inc. (a)      117,480    
  5,200     Mellon Financial Corp.     187,668    
  4,800     Merrill Lynch & Co., Inc.     370,608    
  3,800     Metlife, Inc. (a)      190,456    
  6,700     MGIC Investment Corp.     427,125    
  4,400     Morgan Stanley     262,504    
  37,072     National City Corp. (a)      1,290,106    
  3,800     Nationwide Financial Services, Inc.-Class A     162,868    
  400     Ohio Casualty Corp.     12,244    

 

See accompanying notes to the financial statements.

4


GMO U.S. Intrinsic Value Fund

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

Shares   Description   Value ($)  
    Financial — continued  
  15,475     Old Republic International Corp.     329,463    
  950     People's Bank     29,393    
  6,500     PMI Group (The), Inc. (a)      281,450    
  3,900     PNC Financial Services Group, Inc.     274,365    
  2,400     Protective Life Corp.     117,000    
  4,300     Prudential Financial, Inc.     331,272    
  6,600     Radian Group, Inc.     374,550    
  600     Raymond James Financial, Inc. (a)      25,788    
  800     St. Paul Travelers Cos. (The), Inc.     34,384    
  1,400     StanCorp Financial Group, Inc.     75,740    
  3,300     State Street Corp.     206,184    
  400     Student Loan Corp.     87,796    
  600     Suntrust Banks, Inc.     43,422    
  2,100     TD Ameritrade Holding Corp.     45,696    
  800     TD Banknorth, Inc.     24,584    
  11,300     Torchmark Corp.     617,771    
  1,200     Trustmark Corp.     36,180    
  35,100     UnumProvident Corp. (a)      726,219    
  33,184     Washington Mutual, Inc.     1,416,957    
  1,100     Webster Financial Corp.     51,865    
      30,479,969    
    Food & Beverage — 1.4%  
  7,900     Archer-Daniels-Midland Co.     250,588    
  400     Brown-Forman Corp.-Class B     28,144    
  2,900     Dean Foods Co. *      108,663    
  400     Flowers Foods, Inc.     11,000    
  24,000     Sara Lee Corp.     424,080    
  1,100     Smithfield Foods, Inc. *      29,073    
  34,724     Tyson Foods, Inc.-Class A     469,816    
      1,321,364    
    Health Care — 14.0%  
  6,200     Aetna, Inc.     316,200    
  14,400     AmerisourceBergen Corp.     662,256    

 

See accompanying notes to the financial statements.

5


GMO U.S. Intrinsic Value 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  
  6,400     Bristol-Myers Squibb Co.     147,840    
  13,700     Cardinal Health, Inc.     994,620    
  100     Cigna Corp.     12,275    
  4,700     Express Scripts, Inc. *      410,169    
  900     Forest Laboratories, Inc. *      41,310    
  2,200     Health Net, Inc. *      105,490    
  200     King Pharmaceuticals, Inc. *      3,250    
  700     Lincare Holdings, Inc. *      28,630    
  19,500     McKesson Corp.     1,055,535    
  1,500     Medco Health Solutions, Inc. *      83,580    
  82,400     Merck & Co., Inc.     2,872,464    
  166,800     Pfizer, Inc.     4,368,492    
  39,100     UnitedHealth Group, Inc.     2,276,793    
      13,378,904    
    Machinery — 0.1%  
  600     Flowserve Corp. *      30,840    
  1,300     Oil States International, Inc. * (a)      44,889    
      75,729    
    Manufacturing — 0.3%  
  300     Harsco Corp. (a)      23,934    
  500     Reliance Steel & Aluminum Co.     41,195    
  3,500     SPX Corp. (a)      172,375    
  600     Trinity Industries, Inc.     31,800    
      269,304    
    Metals & Mining — 0.0%  
  600     CONSOL Energy, Inc.     38,412    
    Oil & Gas — 6.7%  
  700     Amerada Hess Corp. (a)      96,817    
  900     Anadarko Petroleum Corp.     89,244    
  6,700     Apache Corp.     448,364    

 

See accompanying notes to the financial statements.

6


GMO U.S. Intrinsic Value 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  
  1,100     Ashland, Inc.     71,797    
  5,700     Burlington Resources, Inc.     514,026    
  19,618     ConocoPhillips     1,195,913    
  3,400     ENSCO International, Inc.     151,946    
  25,800     Exxon Mobil Corp.     1,531,746    
  3,100     Helmerich & Payne, Inc.     203,887    
  600     Houston Exploration Co *      34,704    
  6,000     Marathon Oil Corp.     423,600    
  2,800     Murphy Oil Corp.     131,236    
  5,700     Occidental Petroleum Corp.     521,778    
  1,100     Pogo Producing Co.     54,846    
  2,300     Sunoco, Inc. (a)      170,430    
  3,100     Tesoro Corp.     187,271    
  700     Unit Corp. *      37,219    
  8,200     Valero Energy Corp.     441,078    
  1,100     Western Gas Resources, Inc.     52,041    
      6,357,943    
    Primary Process Industry — 0.1%  
  400     Air Products & Chemicals, Inc.     25,664    
  800     Airgas, Inc.     29,112    
  900     Worthington Industries, Inc.     17,640    
      72,416    
    Retail Stores — 9.1%  
  12,500     Albertson's, Inc.     318,000    
  1,500     Autonation, Inc. *      31,365    
  6,300     Bed Bath & Beyond, Inc. *      227,052    
  1,800     Dollar Tree Stores, Inc. *      49,356    
  58,600     Home Depot, Inc.     2,469,990    
  23,000     Kroger Co. * (a)      460,920    
  25,400     Lowe's Cos., Inc. (a)      1,731,772    
  6,400     Office Depot, Inc. *      228,352    
  5,900     Rent-A-Center, Inc. *      137,706    
  23,500     Safeway, Inc. (a)      571,285    

 

See accompanying notes to the financial statements.

7


GMO U.S. Intrinsic Value 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  
  10,000     Supervalu, Inc.     316,000    
  7,000     TJX Cos., Inc.     171,430    
  43,800     Wal-Mart Stores, Inc. (a)      1,986,768    
      8,699,996    
    Services — 1.8%  
  9,250     Applebee's International, Inc. (a)      214,045    
  600     Aqua America, Inc.     17,244    
  6,400     Brinker International, Inc.     266,560    
  3,200     Cendant Corp.     53,184    
  10,100     Gannett Co., Inc. (a)      627,816    
  1,200     Manpower, Inc.     64,368    
  700     Omnicom Group     55,874    
  4,600     Outback Steakhouse, Inc.     192,326    
  600     Regis Corp.     22,968    
  1,500     Sabre Holdings Corp.     36,195    
  3,100     Wendy's International, Inc.     179,490    
      1,730,070    
    Technology — 7.1%  
  2,400     Affiliated Computer Services, Inc.-Class A *      151,008    
  2,400     Agilent Technologies, Inc. *      86,400    
  1,600     American Power Conversion Corp.     32,688    
  7,800     Applied Materials, Inc.     143,052    
  400     Arrow Electronics, Inc. *      13,916    
  600     AVX Corp.     9,936    
  77,900     Dell, Inc. *      2,259,100    
  30,500     First Data Corp.     1,376,465    
  600     General Dynamics Corp.     73,962    
  200     Goodrich Corp.     8,368    
  800     Harris Corp.     36,544    
  46,187     Hewlett-Packard Co.     1,515,395    
  19,200     Ingram Micro, Inc.-Class A *      379,776    
  600     KLA-Tencor Corp.     31,338    

 

See accompanying notes to the financial statements.

8


GMO U.S. Intrinsic Value Fund

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

Shares   Description   Value ($)  
    Technology — continued  
  1,900     Lexmark International, Inc. *      89,471    
  7,100     Motorola, Inc.     151,940    
  10,100     Tech Data Corp. *      419,453    
  300     Teleflex Inc     19,395    
      6,798,207    
    Transportation — 0.5%  
  1,700     AMR Corp. *      42,670    
  1,900     Burlington Northern Santa Fe Corp.     149,416    
  3,400     Union Pacific Corp.     301,070    
      493,156    
    Utility — 11.3%  
  600     Alliant Energy Corp.     19,860    
  16,100     American Electric Power Co., Inc.     587,650    
  74,796     AT&T, Inc.     2,063,622    
  38,000     BellSouth Corp.     1,200,040    
  14,200     Centerpoint Energy, Inc.     184,174    
  1,100     Centurytel, Inc.     39,578    
  1,800     CMS Energy Corp. *      25,344    
  1,900     Consolidated Edison, Inc.     87,153    
  200     Constellation Energy Group, Inc.     11,748    
  2,300     DTE Energy Co.     99,590    
  11,300     Duke Energy Corp. (a)      320,920    
  2,200     Duquesne Light Holdings, Inc.     38,170    
  5,100     Edison International     226,236    
  5,500     El Paso Corp.     71,940    
  500     Entergy Corp.     36,255    
  2,200     Exelon Corp.     125,642    
  6,800     FirstEnergy Corp.     347,344    
  5,600     FPL Group, Inc.     234,808    
  2,100     Great Plains Energy, Inc.     59,640    
  1,100     Kinder Morgan, Inc.     102,058    
  2,400     NiSource, Inc.     49,272    
  1,300     Northeast Utilities     25,506    

 

See accompanying notes to the financial statements.

9


GMO U.S. Intrinsic Value Fund

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

Shares /
Par Value ($)		   Description   Value ($)  
    Utility — continued  
  800     Pepco Holdings, Inc.     19,016    
  2,400     PG&E Corp.     91,320    
  3,500     PPL Corp. (a)      111,300    
  9,800     Progress Energy, Inc. (a)      434,924    
  3,600     Public Service Enterprise Group, Inc.     249,804    
  2,500     Puget Energy, Inc.     53,900    
  300     Questar Corp.     21,975    
  7,400     Qwest Communications International Inc. * (a)      46,768    
  3,400     Sempra Energy     162,656    
  2,400     Southern Co. (The)     81,672    
  4,000     TECO Energy, Inc. (a)      68,240    
  102,152     Verizon Communications, Inc.     3,442,522    
  5,900     Xcel Energy, Inc. (a)      109,504    
      10,850,151    
    TOTAL COMMON STOCKS (COST $87,388,543)     94,388,433    
    RIGHTS AND WARRANTS — 0.0%  
    Technology — 0.0%  
  800     Seagate Technology, Inc. Rights (b)      8    
    TOTAL RIGHTS AND WARRANTS (COST $0)     8    
    SHORT-TERM INVESTMENT(S) — 17.7%  
  462,248     American Beacon Money Market Select Fund (c)      462,248    
  1,502,306     BGI Institutional Money Market Fund (c)      1,502,306    
  3,170,532     Citigroup Repurchase Agreement, dated 02/28/06, due 03/01/06,
with a maturity value of $3,170,797 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 $3,233,942.		     3,170,532    
  693,372     Fortis Bank Eurodollar Term Fixed Rate Yankee Certificate of Deposit,
4.53%, due 03/23/06 (c) 		     693,372    

 

See accompanying notes to the financial statements.

10


GMO U.S. Intrinsic Value Fund

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

Shares /
Par Value ($)		   Description   Value ($)  
    SHORT-TERM INVESTMENT(S) — continued  
  2,311,241     Goldman Sachs Group Inc. Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $2,311,536 and an effective yield of 4.60%,
collateralized by various corporate debt obligations with an aggregate market
value of $2,357,466 (c) 		     2,311,241    
  2,080,117     Merrill Lynch & Co. Triparty Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $2,080,380 and an effective yield of 4.55%,
collateralized by various U.S. government obligations with an aggregate
market value of $2,133,914. (c) 		     2,080,117    
  462,248     Merrimac Cash Series-Premium Class (c)      462,248    
  1,685,455     Morgan Stanley & Co. Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $1,685,668 and an effective yield of 4.55%,
collateralized by various U.S. government obligations with an
aggregate market value of $1,719,174. (c) 		     1,685,455    
  1,386,745     National Australia Bank Eurodollar Overnight Time Deposit, 4.56%,
due 03/01/06 (c) 		     1,386,745    
  924,496     Rabobank Nederland Eurodollar Overnight Time Deposit, 4.52%,
due 03/01/06 (c) 		     924,496    
  693,372     Royal Bank of Scotland Eurodollar Term Fixed Rate Yankee Certificate of
Deposit, 4.55%, due 03/31/06 (c) 		     693,372    
  1,420,924     Svenska Handlesbanken Eurodollar Overnight Time Deposit, 4.57%,
due 03/01/06 (c) 		     1,420,924    
  150,000     U.S. Treasury Bill, 3.81%, due 03/23/06 (d)      149,644    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $16,942,700)     16,942,700    
    TOTAL INVESTMENTS — 116.4%
(Cost $104,331,243)		     111,331,141    
        Other Assets and Liabilities (net) — (16.4%)     (15,726,576 )  
    TOTAL NET ASSETS — 100.0%   $ 95,604,565    

 

See accompanying notes to the financial statements.

11


GMO U.S. Intrinsic Value Fund

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

Notes to Schedule of Investments:

REIT - Real Estate Investment Trust

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

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

See accompanying notes to the financial statements.

12



GMO U.S. 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 $12,952,457
(cost $104,331,243) (Note 2)		   $ 111,331,141    
Dividends and interest receivable     134,588    
Receivable for expenses reimbursed by Manager (Note 3)     12,348    
Total assets     111,478,077    
Liabilities:  
Collateral on securities loaned (Note 2)     13,622,524    
Payable for Fund shares repurchased     2,150,000    
Payable to affiliate for (Note 3):  
Management fee     23,154    
Shareholder service fee     11,204    
Trustees and Chief Compliance Officer fees     208    
Payable for variation margin on open futures contracts (Note 2)     18,612    
Accrued expenses     47,810    
Total liabilities     15,873,512    
Net assets   $ 95,604,565    
Net assets consist of:  
Paid-in capital   $ 87,629,104    
Accumulated undistributed net investment income     231,979    
Accumulated net realized gain     743,584    
Net unrealized appreciation     6,999,898    
    $ 95,604,565    
Net assets attributable to:  
Class III shares   $ 95,604,565    
Shares outstanding:  
Class III     8,864,850    
Net asset value per share:  
Class III   $ 10.78    

 

See accompanying notes to the financial statements.

13


GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends   $ 2,629,902    
Interest (including securities lending income of $20,149)     253,280    
Total investment income     2,883,182    
Expenses:  
Management fee (Note 3)     333,507    
Shareholder service fee – Class III (Note 3)     155,481    
Custodian, fund accounting agent and transfer agent fees     41,721    
Audit and tax fees     63,871    
Legal fees     1,820    
Trustees fees and related expenses (Note 3)     5,011    
Registration fees     9,065    
Miscellaneous     4,232    
Total expenses     614,708    
Fees and expenses reimbursed by Manager (Note 3)     (121,998 )  
Net expenses     492,710    
Net investment income (loss)     2,390,472    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     9,956,810    
Closed futures contracts     (168,310 )  
Net realized gain (loss)     9,788,500    
Change in net unrealized appreciation (depreciation) on investments     (4,911,249 )  
Net realized and unrealized gain (loss)     4,877,251    
Net increase (decrease) in net assets resulting from operations   $ 7,267,723    

 

See accompanying notes to the financial statements.

14


GMO U.S. 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)   $ 2,390,472     $ 1,620,898    
Net realized gain (loss)     9,788,500       8,556,173    
Change in net unrealized appreciation (depreciation)     (4,911,249 )     439,044    
Net increase (decrease) in net assets from operations     7,267,723       10,616,115    
Distributions to shareholders from:  
Net investment income  
Class III     (2,443,866 )     (1,499,897 )  
Net realized gains  
Class III     (12,699,878 )     (4,765,958 )  
      (15,143,744 )     (6,265,855 )  
Net share transactions (Note 7):  
Class III     (8,930,574 )     36,129,973    
Total increase (decrease) in net assets     (16,806,595 )     40,480,233    
Net assets:  
Beginning of period     112,411,160       71,930,927    
End of period (including accumulated undistributed net
investment income of $231,979 and $296,698,
respectively)		   $ 95,604,565     $ 112,411,160    

 

See accompanying notes to the financial statements.

15



GMO U.S. 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   $ 11.71     $ 11.36     $ 8.05     $ 10.73     $ 10.84    
Income (loss) from investment operations:  
Net investment income (loss)†      0.26       0.20       0.17       0.15       0.18    
Net realized and unrealized gain (loss)     0.58       0.86       3.31       (2.36 )     0.05    
Total from investment operations     0.84       1.06       3.48       (2.21 )     0.23    
Less distributions to shareholders:  
From net investment income     (0.28 )     (0.19 )     (0.17 )     (0.15 )     (0.20 )  
From net realized gains     (1.49 )     (0.52 )     —       (0.32 )     (0.14 )  
Total distributions     (1.77 )     (0.71 )     (0.17 )     (0.47 )     (0.34 )  
Net asset value, end of period   $ 10.78     $ 11.71     $ 11.36     $ 8.05     $ 10.73    
Total Return(a)      7.73 %     9.59 %     43.68 %     (21.05 )%     2.16 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 95,605     $ 112,411     $ 71,931     $ 61,923     $ 97,622    
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		     2.31 %     1.79 %     1.77 %     1.56 %     1.67 %  
Portfolio turnover rate     62 %     60 %     65 %     114 %     61 %  
Fees and expenses reimbursed by
the Manager to average daily net assets:		     0.12 %     0.10 %     0.14 %     0.15 %     0.09 %  

 

(a)  The total return 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.

16



GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO U.S. 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, 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 commenced operations following an in-kind purchase of shares by GMO Intrinsic Value Fund ("Predecessor Fund") effected as of the close of business on September 16, 2005 ("Purchase Date"). For tax purposes, this transaction met all requirements for a tax-free reorganization under the Internal Revenue Code, and consequently the Fund retained the Predecessor Fund's basis and holding period in each asset contributed in-kind. For accounting purposes, the Fund also recorded a cost for each in-kind asset contributed by the Predecessor Fund equal to such asset's historical cost. For tax and accounting purposes, the Fund is treated as a continuation of the Predecessor Fund's operations. Therefore, the Statement of Operations is shown for the entire fiscal year ending February 28, 2006, the Statements of Changes in Net Assets are shown for the entire fiscal years ending February 28, 2006 and 2005, and the Financial Highlights are shown for each of the fiscal years ending February 28/29, 2006, 2005, 2004, 2003 and 2002.

The Fund seeks long-term capital growth through investment in equity securities. The Fund's benchmark is the Russell 1000 Value 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.

17


GMO U.S. Intrinsic Value 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 reco gnized 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 fa lls 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 U.S. Intrinsic Value 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 o pen 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, t he Fund had loaned securities having a market value of $12,952,457 collateralized by cash in the amount of $13,622,524 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 U.S. Intrinsic Value 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 character of distributions paid was as follows: ordinary income – $5,818,442 and 2,410,480, respectively and long-term capital gains – $9,325,302 and 3,855,375, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $605,668 and $1,552,550 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)		  
$ 105,513,898     $ 9,038,288     $ (3,221,045 )   $ 5,817,243    

 

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 Gain		   Paid-in Capital  
$ (11,325 )   $ 400,711     $ (389,386 )  

 

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

20


GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)

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

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.

3.  Fees and other transactions with affiliates

Effective September 16, 2005, GMO earns a management fee paid monthly at the annual rate of 0.31% of the Fund's average daily net assets. Prior to September 16, 2005, GMO earned a management fee paid monthly at the annual rate of 0.33% of the Predecessor Fund's average daily net assets (See Note 1). 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.

Effective September 16, 2005, 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 0.31% of average daily net assets. Prior to September 16, 2005, the rate was 0.33% of the Predecessor Fund's 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 $2,462 and $555, 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 $61,640,036 and $77,325,746, respectively.

21


GMO U.S. Intrinsic Value 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 party

As of February 28, 2006, 89.3% 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, less than 0.1% of the Fund's shares were held by one related party comprised of a certain GMO employee account, and 32.8% 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 and Predecessor Fund shares were as follows (See Note 1):

    Year Ended
February 28, 2006		   Year Ended
February 28, 2005		  
Class III:   Shares   Amount   Shares   Amount  
Shares sold     294,033     $ 3,426,551       3,682,928     $ 40,787,942    
Shares issued to shareholders in
reinvestment of distributions		     1,357,505       14,715,477       508,422       5,788,469    
Shares repurchased     (1,904,079 )     (21,502,363 )     (929,209 )     (10,446,438 )  
Redemption in-kind     (479,432 )     (5,570,239 )     —       —    
Net increase (decrease)     (731,973 )   $ (8,930,574 )     3,262,141     $ 36,129,973    

 

22



Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO U.S. 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 U.S. 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 Accounti ng 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.

As described in Note 1 to the financial statements, the Fund is the successor to GMO Intrinsic Value Fund and includes the operations of GMO Intrinsic Value Fund for periods prior to September 16, 2005.

PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2006

23


GMO U.S. 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 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     0.47 %   $ 1,000.00     $ 1,053.30     $ 2.39    
2) Hypothetical     0.47 %   $ 1,000.00     $ 1,022.46     $ 2.36    

 

*  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.

24


GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)


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

The Fund's distributions to shareholders include $9,325,302 from long-term capital gains.

For taxable, non-corporate shareholders, 44.90% 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, 48.57% 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, $307,639 and $2,600,510, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

25


GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement
February 28, 2006 (Unaudited)

In determining to approve the initial investment management agreement for the Fund, the Trustees, each of whom is not an "interested person" of the Trust, considered information that they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The Trustees met on June 28, 2005 to discuss the materials provided by the Manager for purposes of considering the Manager's proposal to establish the Fund, as well as seven other funds of the Trust, as new series of the Trust and the proposed new investment management agreements between the Trust, on behalf of each such fund, and the Manager. The investment management agreement for each fund was considered separately; however, the Trustees noted the common interests of the funds. As discussed below, at meetings throughout the year, the Trustees also considered other information relevant to their approval of the Fund's investment management agreement. Matters considered by the Trustees included the following:

The Trustees considered that they had met with the Fund's investment advisory personnel over the course of the year. The Trustees also considered information provided by the Manager relating to the education, experience, and number of investment professionals and other personnel who will provide services under the Fund's investment management agreement. The Trustees also received information concerning the investment philosophy and investment process to be applied by the Manager in managing the Fund, and evaluated the level of skill required to manage the Fund. In connection with that information, the Trustees considered the Manager's in-house research capabilities as well as other resources available to the Manager's personnel. The Trustees also took into account the time and attention to be devoted by senior management to the Fund. The Trustees considered the business reputation of the Manager, its financial resources and its professional liability insurance coverage.

Since the Fund had not yet commenced operations, the Trustees were unable to consider its performance. However, the Trustees considered the performance of an existing fund of the Trust with a comparable investment program (the "Predecessor Fund").1 The Trustees noted the generally positive performance of the Predecessor Fund over various time periods. The Trustees also considered the competence of the personnel responsible for managing the Predecessor Fund, the support those personnel received from the Manager, the investment techniques used to manage the Predecessor Fund, and the overall competence of the Manager.

The Trustees gave substantial consideration to the fees payable under the Fund's investment management agreement. The Trustees considered that the Fund's advisory fee and projected expense ratio were lower than the advisory fee and expense ratio of the Predecessor Fund. The Trustees reviewed information prepared by Lipper Inc. concerning fees paid to investment managers of funds with similar objectives, and noted that the advisory fee and projected expense ratio of the Fund compared very favorably to those of most other comparable funds included in the Lipper data. The Fund's advisory fee ranked in the first quintile in its Lipper-determined expense group. In addition, the Fund's total expense ratio for its Class III Shares ranked in the first quintile in its Lipper-determined expense group. In evaluating the Fund's advisory fee, the

1  For tax, accounting and performance reporting purposes, the Fund is treated as a continuation of the Predecessor Fund's operations.

26


GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement — (Continued)
February 28, 2006 (Unaudited)

Trustees also took into account the sophistication of the investment techniques to be used to manage the Fund, and reviewed information provided by the Manager regarding fees paid by its separate account clients and non-proprietary mutual fund clients. Since the Fund had not yet commenced operations, the Trustees were unable to review the Manager's profitability with respect to the Fund. The Trustees had, however, considered the Manager's profitability with respect to the Predecessor Fund in approving the continuance of the management contract for the Predecessor Fund, and they noted the management fee payable by the Fund would be lower than that paid by the Predecessor Fund. The Trustees did, moreover, consider both the actual dollar amount of fees to be paid by the Fund directly to the Manager and the so-called "fallout benefits" to the Manager such as the receipt of shareholder servicing fees pursuant to the Trust's servicing agreements, and reputational value to be derived from serving as investment manager to the Fund. The Trustees regarded the ability of the funds of the Trust to establish a public record of their performance also to be a fallout benefit to the Manager because of the opportunity that record creates for the Manager to increase assets under management by, for example, attracting new clients, expanding existing client relationships and becoming a subadviser under arrangements in which the funds of the Trust would be advised and distributed by an organization with strong retail sales capabilities. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the agreement, that the advisory fee to be charged to the Fund was reasonable.

The Trustees also considered the quality of the services to be provided by the Manager to the Fund. The Trustees evaluated the Manager's record with respect to regulatory compliance and compliance with the investment policies of other funds of the Trust. The Trustees also evaluated the procedures of the Manager designed to fulfill the Manager's fiduciary duty to the Fund with respect to possible conflicts of interest, including the Manager's code of ethics (regulating the personal trading and business conduct of its officers and employees), the procedures by which the Manager allocates trades among its investment advisory clients, the Manager's and the Fund's proxy voting policies and procedures, the integrity of the systems in place to ensure compliance with the foregoing, and the record of the Manager in these matters. The Trustees also received information concerning the standards of the Manager with respect to the execution of portfolio transactions.

The Trustees considered the scope of the services to be provided by the Manager to the Fund under the investment management agreement and shareholder service agreement. The Trustees noted that the standard of care set forth in the investment management agreement was comparable to that found in most mutual fund investment management agreements. The Trustees noted that the scope of the Manager's services to the Fund would be consistent with the Fund's operational requirements, including, in addition to seeking to achieve the Fund's investment objective, compliance with the Fund's investment restrictions, tax and reporting requirements, and related shareholder services. The Trustees considered the Manager's management of non-advisory services to be provided by persons other than the Manager, considering, among other things, the Fund's estimated total expenses and the reputation of the Fund's other service providers.

27


GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement — (Continued)
February 28, 2006 (Unaudited)

After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the agreement, that the nature, extent, and quality of services to be provided supported the approval of the agreement.

At the end of the meeting of the Trustees on June 28, 2005, the Trustees, each of whom is not an "interested person" of the Trust, based on their evaluation of all factors that they deemed to be material, including those factors described above, approved the Fund's initial investment management agreement for an initial period ending on the second anniversary of the agreement's execution.

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).  
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.

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		  
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 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 www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund votes proxies relating to portfolio securities during the most recent 12-month period ended June 30 is or will be available at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund will file 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 will be available on the Commission's website at www.sec.gov. The Fund's Form N-Q (when available) 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 Value 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

Since September 16, 2005, the Class III shares of the GMO Value Fund returned +2.2% for the fiscal period ended February 28, 2006, as compared to +5.1% for the Russell 1000 Value Index for the same period. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in equity securities throughout the period.

Overall, stock selection detracted from performance, hurt by poor selection within technology and construction issues.

Sector selection aided returns. Underweighting the oil & gas stocks helped returns, but this was partially offset by our underweighting of transportation shares.

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.

†   See Note 1 to the financial statements.


GMO Value Fund

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

Asset Class Summary   % of Total Net Assets  
Common Stocks     97.3 %  
Short-Term Investment(s)     4.6    
Other     (1.9 )  
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Financial Services     35.6 %  
Consumer Discretionary     15.4    
Health Care     12.1    
Technology     11.0    
Producer Durables     7.4    
Utilities     5.9    
Consumer Staples     5.4    
Integrated Oils     3.7    
Other     1.1    
Other Energy     1.0    
Materials & Processing     0.8    
Auto & Transportation     0.6    
      100.0 %  

 

1



GMO Value Fund

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

Shares   Description   Value ($)  
        COMMON STOCKS — 97.3%        
        Auto & Transportation — 0.6%        
  200     Harley-Davidson, Inc.     10,502    
        Consumer Discretionary — 15.0%        
  200     Apollo Group, Inc.-Class A *      9,876    
  300     Applebee's International, Inc.     6,942    
  400     Bed Bath & Beyond, Inc. *      14,416    
  1,000     Cendant Corp.     16,620    
  200     Dollar General Corp.     3,484    
  1,400     Home Depot, Inc.     59,010    
  500     Jones Apparel Group, Inc.     14,460    
  200     Kimberly Clark Corp.     11,836    
  500     Liz Claiborne, Inc.     18,015    
  500     Lowe's Cos., Inc.     34,090    
  100     Omnicom Group     7,982    
  1,100     Wal-Mart Stores, Inc.     49,896    
  100     Weight Watchers International, Inc. *      5,247    
      251,874    
        Consumer Staples — 5.3%        
  400     Altria Group, Inc.     28,760    
  500     Dean Foods Co. *      18,735    
  800     Kroger Co. *      16,032    
  700     Sara Lee Corp.     12,369    
  400     Supervalu, Inc.     12,640    
      88,536    
        Financial Services — 34.7%        
  200     Aflac, Inc.     9,250    
  700     Allstate Corp. (The)     38,346    
  200     AMBAC Financial Group, Inc.     15,030    
  1,200     American International Group, Inc.     79,632    
  750     Bank of America Corp.     34,388    
  100     Bear Stearns Cos. (The), Inc.     13,444    

 

See accompanying notes to the financial statements.

2


GMO Value Fund

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

Shares   Description   Value ($)  
        Financial Services — continued        
  400     Capital One Financial Corp.     35,040    
  200     Chubb Corp.     19,150    
  100     Cigna Corp.     12,275    
  700     Citigroup, Inc.     32,459    
  500     CNA Financial Corp. *      15,460    
  200     Comerica, Inc.     11,464    
  200     Fannie Mae     10,936    
  500     First Data Corp.     22,565    
  200     Freddie Mac     13,478    
  300     Hartford Financial Services Group, Inc.     24,714    
  300     Lehman Brothers Holdings, Inc.     43,785    
  300     Marsh & McLennan Cos., Inc.     9,273    
  300     Metlife, Inc.     15,036    
  300     Morgan Stanley     17,898    
  700     National City Corp.     24,360    
  1,125     Old Republic International Corp.     23,951    
  200     Protective Life Corp.     9,750    
  300     Radian Group, Inc.     17,025    
  100     TD Banknorth, Inc.     3,073    
  200     Wachovia Corp.     11,214    
  460     Washington Mutual, Inc.     19,642    
      582,638    
        Health Care — 11.7%        
  100     AmerisourceBergen Corp.     4,599    
  200     Cardinal Health, Inc.     14,520    
  200     Forest Laboratories, Inc. *      9,180    
  200     Health Net, Inc. *      9,590    
  100     Johnson & Johnson     5,765    
  100     Medtronic, Inc.     5,395    
  1,100     Merck & Co., Inc.     38,346    
  3,300     Pfizer, Inc.     86,427    
  100     Pharmaceutical Product Development, Inc.     6,959    
  200     UnitedHealth Group, Inc.     11,646    
  100     Wyeth     4,980    
      197,407    

 

See accompanying notes to the financial statements.

3


GMO Value Fund

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

Shares   Description   Value ($)  
        Integrated Oils — 3.6%        
  700     ConocoPhillips     42,672    
  300     Exxon Mobil Corp.     17,811    
      60,483    
        Materials & Processing — 0.8%        
  200     Ashland, Inc.     13,054    
        Other — 1.0%        
  100     General Electric Co.     3,287    
  200     Johnson Controls, Inc.     14,254    
      17,541    
        Other Energy — 1.0%        
  300     Valero Energy Corp.     16,137    
        Producer Durables — 7.2%        
  300     Centex Corp.     20,282    
  200     D.R. Horton, Inc.     6,822    
  100     Danaher Corp.     6,058    
  300     KB Home     20,109    
  300     Lexmark International, Inc. *      14,127    
  600     Pulte Homes, Inc.     23,046    
  100     Ryland Group, Inc.     6,975    
  200     Standard-Pacific Corp.     6,570    
  300     United Technologies Corp.     17,550    
      121,539    
        Technology — 10.7%        
  1,800     Dell, Inc. *      52,200    
  2,100     Hewlett-Packard Co.     68,901    
  600     Ingram Micro, Inc.-Class A *      11,868    
  1,600     Microsoft Corp.     43,040    
  100     QLogic Corp. *      4,114    
      180,123    

 

See accompanying notes to the financial statements.

4


GMO Value Fund

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

Shares /
Par Value ($)		   Description   Value ($)  
        Utilities — 5.7%        
  400     American Electric Power Co., Inc.     14,600    
  900     AT&T, Inc.     24,831    
  700     BellSouth Corp.     22,106    
  500     Sempra Energy     23,920    
  300     Verizon Communications, Inc.     10,110    
      95,567    
    TOTAL COMMON STOCKS (COST $1,601,975)     1,635,401    
        SHORT-TERM INVESTMENT(S) — 4.6%        
  76,980     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $76,986 and an effective yield of
3.01%, collateralized by a U.S. Treasury Bond with a rate of 4.50%,
maturity date of 2/15/36 and a market value, including accrued interest,
of $78,519.		     76,980    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $76,980)     76,980    
    TOTAL INVESTMENTS — 101.9%
(Cost $1,678,955)		     1,712,381    
        Other Assets and Liabilities (net) — (1.9%)     (31,492 )  
    TOTAL NET ASSETS — 100.0%   $ 1,680,889    

 

Notes to Schedule of Investments:

*  Non-income producing security.

See accompanying notes to the financial statements.

5



GMO Value Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value (cost $1,678,955) (Note 2)   $ 1,712,381    
Dividends and interest receivable     2,364    
Receivable for expenses reimbursed by Manager (Note 3)     13,439    
Total assets     1,728,184    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     590    
Shareholder service fee     193    
Accrued expenses     46,512    
Total liabilities     47,295    
Net assets   $ 1,680,889    
Net assets consist of:  
Net capital(1)   $ 1,647,463    
Net unrealized appreciation     33,426    
    $ 1,680,889    
Net assets attributable to:  
Class III shares   $ 1,680,889    
Shares outstanding:  
Class III     162,809    
Net asset value per share:  
Class III   $ 10.32    

 

(1)  Net capital includes net investment income (loss) and net realized gain (loss) on investments.

See accompanying notes to the financial statements.

6


GMO Value Fund

(A Series of GMO Trust)


Statement of Operations — Period from September 16, 2005 through February 28, 2006

Investment Income:  
Dividends   $ 13,007    
Interest     1,231    
Total investment income     14,238    
Expenses:  
Management fee (Note 3)     3,414    
Shareholder service fee – Class III (Note 3)     1,113    
Custodian, fund accounting agent and transfer agent fees     7,856    
Audit and tax fees     22,822    
Legal fees     265    
Trustees fees and related expenses (Note 3)     320    
Registration fees     684    
Miscellaneous     32    
Total expenses     36,506    
Fees and expenses reimbursed by Manager (Note 3)     (31,955 )  
Net expenses     4,551    
Net investment income (loss)     9,687    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     (6,884 )  
Net realized gain (loss)     (6,884 )  
Change in net unrealized appreciation (depreciation) on investments     33,426    
Net realized and unrealized gain (loss)     26,542    
Net increase (decrease) in net assets resulting from operations   $ 36,229    

 

See accompanying notes to the financial statements.

7


GMO Value Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Period from
September 16, 2005
through
February 28, 2006		  
Increase (decrease) in net assets:  
Operations:          
Net investment income (loss)   $ 9,687    
Net realized gain (loss)     (6,884 )  
Change in net unrealized appreciation (depreciation)     33,426    
Net increase (decrease) in net assets from operations     36,229    
Net share transactions (Note 7):  
Class III     1,644,660    
Total increase (decrease) in net assets     1,680,889    
Net assets:  
Beginning of period     —    
End of period   $ 1,680,889    

 

See accompanying notes to the financial statements.

8



GMO Value Fund

(A Series of GMO Trust)

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

    Period from
September 16, 2005
through
February 28, 2006		  
Net asset value, beginning of period   $ 10.10    
Income (loss) from investment operations:  
Net investment income (loss)†      0.06    
Net realized and unrealized gain (loss)     0.16    
Total from investment operations     0.22    
Net asset value, end of period   $ 10.32    
Total Return(a)      2.18 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,681    
Net expenses to average daily net assets     0.61 %*   
Net investment income to average daily net assets     1.31 %*   
Portfolio turnover rate     25 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     4.31 %*   

 

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

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

9



GMO Value Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO 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, 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 long-term capital growth primarily through investment in equity securities. The Fund's benchmark is the Russell 1000 Value Index.

On September 16, 2005, shareholders of the Fund holding 95.3% of the Fund's then outstanding shares requested redemption of their shares. On the same day, the Fund transferred assets and liabilities (representing on a net basis 95.3% of the Fund's net assets) to GMO U.S. Value Fund, a newly organized fund, with investment objectives similar to the Fund's, in consideration for newly issued shares of GMO U.S. Value Fund. The Fund then honored the redemption requests by distributing to redeeming shareholders shares of equal value in the GMO U.S. Value Fund. The preceding events are hereafter referred to as (the "Redemption Transaction"). Because for tax and accounting purposes the GMO U.S. Value Fund is treated as a continuation of the Fund's prior operations, for accounting and tax purposes the Fund itself is deemed to have commenced operations on the date of the Redemption Transaction. On the date of the Redemption Transaction, t he shareholders who opted not to redeem from the Fund were deemed to have contributed securities in-kind to the Fund with an accounting and tax basis equal to fair market value. Therefore, the Statement of Operations, Statement of Changes in Net Assets and Financial Highlights are shown for the period from September 16, 2005 through February 28, 2006.

Throughout the period from September 16, 2005 through February 28, 2006, the Fund had a single class of shares outstanding, Class III shares.

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.

10


GMO Value Fund

(A Series of GMO Trust)

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

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 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 reco gnized 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 fa lls short of the offsetting interest rate obligation, the

11


GMO Value 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. 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 Sta tement 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 o pen 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 period ended Febru ary 28, 2006, the Fund did not participate in securities lending.

12


GMO Value Fund

(A Series of GMO Trust)

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

Taxes

Prior to the close of business on September 16, 2005, the Fund qualified as a regulated investment company. Subsequent to the Redemption Transaction, all Fund tax attributes relating to the time periods prior to September 16, 2005 transferred to GMO U.S. Value Fund. After the close of business on September 16, 2005, the Fund elected to be treated 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 or 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)		  
$ 1,678,955     $ 79,256     $ (45,830 )   $ 33,426    

 

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.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.46% 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 May 31, 2006 to reimburse the Fund to the extent that the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses

13


GMO Value Fund

(A Series of GMO Trust)

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

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 0.46% 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 $27 and $0 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 $1,999,298 and $390,438, 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 party

As of February 28, 2006, 88.9% 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, 1.2% of the Fund's shares were held by GMO.

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
September 16, 2005
through
February 28, 2006		  
Class III:   Shares   Amount  
Shares issued for in-kind transaction     162,809     $ 1,644,660    
Net increase (decrease)     162,809     $ 1,644,660    

 

14



Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO 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 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 period from September 16, 2005 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.

As described in Note 1 to the financial statements, GMO U.S. Value Fund was the successor to the Fund for accounting purposes for all periods prior to September 16, 2005.

PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2006

15


GMO 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 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 16, 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     0.61 %   $ 1,000.00     $ 1,021.80     $ 2.79    
2) Hypothetical     0.61 %   $ 1,000.00     $ 1,019.85     $ 2.78    

 

*  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 165 days in the period, divided by 365 days in the 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 Small/Mid Cap Value Fund

(formerly GMO Small Cap 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 www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund votes proxies relating to portfolio securities during the most recent 12-month period ended June 30 is or will be available at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund will file 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 will be available on the Commission's website at www.sec.gov. The Fund's Form N-Q (when available) 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 Small/Mid Cap Value Fund

(Formerly the GMO Small Cap Value 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

Since September 16, 2005, the GMO Small/Mid Cap Value Fund returned +4.3% for the fiscal period ended February 28, 2006, as compared to +7.1% for the Russell 2500 Value Index 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.

Sector selection detracted from relative performance for the period. Detractors included an underweight position in technology and an overweight position in automotive. An underweight position in utility benefited the portfolio.

Stock selection also detracted from the portfolio's overall performance. Selections among transportation, services, and retail stores issues were robust for the period. Meanwhile, selections within construction and financial securities underperformed for the period.

For the fiscal year, the portfolio's valuation stock selection strategies detracted from relative performance, while the momentum selection strategy added value.

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. 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.

†   See Note 1 to the financial statements.


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)

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

Asset Class Summary   % of Total Net Assets  
Common Stocks     97.2 %  
Short-Term Investment(s)     3.5    
Other     (0.7 )  
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Financial     25.4 %  
Construction     17.2    
Retail Stores     8.9    
Technology     8.0    
Health Care     7.9    
Services     6.6    
Utility     5.8    
Consumer Goods     4.8    
Automotive     3.0    
Primary Process Industry     2.9    
Transportation     2.2    
Manufacturing     2.0    
Oil & Gas     1.9    
Food & Beverage     1.7    
Machinery     1.2    
Metals & Mining     0.5    
      100.0 %  

 

1



GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)

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

Shares   Description   Value ($)  

 

    COMMON STOCKS — 97.2%  
    Automotive — 2.9%  
  100     Aftermarket Technology Corp. *      2,170    
  400     American Axle & Manufacturing Holdings, Inc.     6,488    
  500     ArvinMeritor, Inc.     8,370    
  100     Bandag, Inc.     4,277    
  100     BorgWarner, Inc.     5,577    
  100     Cooper Tire & Rubber Co.     1,490    
  1,200     Goodyear Tire & Rubber Co. (The) *      17,196    
  500     Lear Corp.     10,430    
  300     Navistar International Corp. *      8,805    
  200     Superior Industries International, Inc.     4,310    
  200     Tenneco Automotive, Inc. *      4,530    
  500     TRW Automotive Holdings Corp. *      12,800    
  800     Visteon Corp. *      3,728    
      90,171    
    Construction — 16.7%  
  1,200     Aames Investment Corp. REIT     6,912    
  200     AMB Property Corp. REIT     10,730    
  500     American Home Mortgage Acceptance Corp. REIT     14,250    
  100     American Woodmark Corp.     3,400    
  100     Ameron Inc     5,940    
  2,100     Annaly Mortgage Management, Inc. REIT     24,675    
  1,000     Anthracite Capital, Inc. REIT     10,720    
  1,300     Anworth Mortgage Asset Corp. REIT     9,763    
  200     Apartment Investment & Management Co.     8,862    
  300     Beazer Homes USA, Inc.     19,035    
  200     Bedford Property Investors REIT     5,364    
  200     Boykin Lodging Co, REIT *      2,556    
  100     BRE Properties, Inc.     5,437    
  500     Capstead Mortgage Corp. REIT     3,495    
  200     CBL & Associates Properties, Inc. REIT     8,520    

 

See accompanying notes to the financial statements.

2


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)

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

Shares   Description   Value ($)  
    Construction — continued  
  400     Cousins Properties, Inc. REIT     12,268    
  200     EMCOR Group, Inc. *      8,718    
  100     Equity Lifestyle Properties, Inc. REIT     4,769    
  100     Essex Property Trust, Inc. REIT     9,965    
  100     Federal Realty Investment Trust     6,969    
  300     FelCor Lodging Trust, Inc. REIT     5,955    
  200     Heritage Property Investment Trust REIT     7,672    
  200     Highwoods Properties, Inc. REIT     6,470    
  300     Hovnanian Enterprises, Inc. *      13,833    
  100     Jacobs Engineering Group, Inc. *      8,574    
  300     KB Home     20,109    
  100     Kilroy Realty Corp. REIT     7,482    
  100     Lafarge North America, Inc.     8,287    
  100     Lennox International, Inc.     3,215    
  100     Louisiana-Pacific Corp.     2,843    
  100     M/I Schottenstein Homes, Inc.     4,212    
  300     MDC Holdings, Inc.     18,387    
  200     Meritage Homes Corp. *      11,706    
  2,100     MFA Mortgage Investments, Inc. REIT     12,432    
  100     Mid-America Apartment Communities, Inc. REIT     5,430    
  300     Mission West Properties REIT     3,210    
  500     National Health Investors, Inc. REIT     13,310    
  700     New Century Financial Corp.     27,125    
  100     Pan Pacific Retail Properties, Inc. REIT     6,921    
  300     Quanta Services, Inc. *      4,107    
  200     RAIT Investment Trust REIT     5,460    
  200     Rayonier Inc. REIT     8,620    
  100     Regency Centers Corp. REIT     6,450    
  300     Ryland Group, Inc.     20,925    
  500     Standard-Pacific Corp.     16,425    
  100     Technical Olympic USA, Inc.     2,118    
  1,300     Thornburg Mortgage, Inc. REIT     33,761    
  200     Toll Brothers, Inc. *      6,472    

 

See accompanying notes to the financial statements.

3


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)

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

Shares   Description   Value ($)  
    Construction — continued  
  100     Universal Forest Products, Inc.     6,183    
  300     USG Corp. *      25,344    
  100     Washington Group International, Inc.     5,837    
  100     WCI Communities, Inc. *      2,524    
  100     Winnebago Industries, Inc.     3,212    
      516,959    
    Consumer Goods — 4.6%  
  300     Blyth, Inc.     6,684    
  300     Columbia Sportswear Co. *      15,108    
  200     Ethan Allen Interiors, Inc.     8,142    
  200     Fossil, Inc. *      3,404    
  500     Furniture Brands International, Inc.     12,360    
  200     Jones Apparel Group, Inc.     5,784    
  200     Kellwood Co.     5,148    
  200     K-Swiss, Inc.-Class A     5,836    
  300     La-Z-Boy, Inc.     4,785    
  700     Liz Claiborne, Inc.     25,221    
  200     Matthews International Corp.-Class A     7,428    
  500     Maytag Corp.     8,600    
  100     Multimedia Games, Inc. *      1,059    
  100     Russell Corp.     1,428    
  100     Snap-On, Inc.     3,892    
  100     Stanley Furniture Co., Inc.     2,550    
  300     Timberland Co.-Class A *      10,515    
  200     Tupperware Corp.     4,238    
  200     Universal Corp.     8,134    
  200     Vector Group, Ltd.     3,722    
      144,038    
    Financial — 24.7%  
  400     21st Century Insurance Group     6,480    
  500     Alfa Corp.     8,040    

 

See accompanying notes to the financial statements.

4


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)

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

Shares   Description   Value ($)  
    Financial — continued  
  400     American Capital Strategies, Ltd.     14,280    
  600     American Financial Group, Inc.     24,840    
  400     AmeriCredit Corp. *      11,800    
  300     AmerUs Group Co.     18,075    
  100     Anchor Bancorp Wisconsin, Inc.     3,045    
  300     Arthur J. Gallagher & Co.     8,847    
  400     Associated Banc Corp.     13,788    
  500     Astoria Financial Corp.     14,335    
  400     Bancorpsouth, Inc.     9,608    
  100     Camden National Corp.     3,338    
  200     Chemical Financial Corp.     6,438    
  100     Chittenden Corp.     2,879    
  300     Commerce Group, Inc.     16,203    
  200     Community Bank System, Inc.     4,334    
  100     Community Trust Bancorp     3,172    
  100     Cullen/Frost Bankers, Inc.     5,512    
  200     Delphi Financial Group, Inc.-Class A     10,416    
  300     Dime Community Bancshares     4,104    
  300     Erie Indemnity Co.-Class A     15,921    
  200     FBL Financial Group, Inc.-Class A     6,844    
  100     Federal Agricultural Mortgage Corp.-Class C     2,986    
  900     First American Corp.     37,944    
  100     First Midwest Bancorp, Inc.     3,363    
  100     First State Bancorp     2,582    
  500     Flagstar Bancorp, Inc.     7,725    
  100     FNB Corp., PA     1,649    
  400     Fremont General Corp.     9,488    
  1,700     Friedman Billings Ramsey Group, Inc.-Class A     16,932    
  100     GATX Corp.     3,970    
  300     Genworth Financial, Inc.-Class A     9,546    
  400     Great American Financial Resources, Inc.     7,912    
  300     Hanover Insurance Group (The), Inc.     14,535    
  500     HCC Insurance Holdings, Inc.     16,095    

 

See accompanying notes to the financial statements.

5


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)

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

Shares   Description   Value ($)  
    Financial — continued  
  100     Horace Mann Educators Corp.     1,865    
  1,600     IMPAC Mortgage Holdings, Inc. REIT     13,296    
  100     Independence Holding Co.     2,225    
  400     IndyMac Bancorp, Inc.     15,528    
  100     Investors Financial Services Corp.     4,511    
  200     Irwin Financial Corp.     4,008    
  100     ITLA Capital Corp. *      4,628    
  100     Kansas City Life Insurance Co.     5,040    
  200     Landamerica Financial Group, Inc.     13,340    
  100     Leucadia National Corp.     5,425    
  100     MAF Bancorp, Inc.     4,286    
  100     Mercury General Corp.     5,590    
  100     Nasdaq Stock Market, Inc. *      4,051    
  400     Nationwide Financial Services, Inc.-Class A     17,144    
  400     Novastar Financial, Inc. REIT     12,260    
  100     Odyssey Re Holdings Corp.     2,348    
  200     Ohio Casualty Corp.     6,122    
  950     Old Republic International Corp.     20,225    
  200     Phoenix Cos. (The), Inc.     2,870    
  200     PMA Capital Corp.-Class A *      1,924    
  600     PMI Group (The), Inc.     25,980    
  100     Presidential Life Corp.     2,191    
  500     Protective Life Corp.     24,375    
  300     Radian Group, Inc.     17,025    
  100     Raymond James Financial, Inc.     4,298    
  400     Redwood Trust, Inc. REIT     16,584    
  500     Reinsurance Group of America, Inc.     23,115    
  300     Republic Bancorp Inc     3,639    
  500     Saxon Capital, Inc. REIT     4,975    
  400     StanCorp Financial Group, Inc.     21,640    
  100     State Auto Financial Corp.     3,258    
  200     Stewart Information Services Corp.     9,390    
  300     TCF Financial Corp.     7,608    

 

See accompanying notes to the financial statements.

6


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)

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

Shares   Description   Value ($)  
    Financial — continued  
  400     Transatlantic Holdings, Inc.     24,456    
  100     Triad Guaranty, Inc. *      4,539    
  200     Trustco Bank Corp., NY     2,514    
  400     Trustmark Corp.     12,060    
  100     United Fire & Casualty Co.     3,579    
  200     United Rentals, Inc. *      6,520    
  100     Unitrin, Inc.     4,835    
  100     Universal American Financial Corp. *      1,515    
  300     Washington Federal, Inc.     7,098    
  200     Webster Financial Corp.     9,430    
  100     Westcorp     7,185    
  100     Wilmington Trust Corp.     4,281    
  300     WR Berkley Corp.     17,367    
      763,169    
    Food & Beverage — 1.7%  
  200     Chiquita Brands International, Inc.     3,444    
  200     Flowers Foods, Inc.     5,500    
  100     J&J Snack Foods Corp.     3,395    
  100     Molson Coors Brewing Co.-Class B     6,275    
  300     NBTY, Inc. *      6,570    
  100     Sanderson Farms, Inc.     2,332    
  500     Smithfield Foods, Inc. *      13,215    
  800     Tyson Foods, Inc.-Class A     10,824    
      51,555    
    Health Care — 7.6%  
  200     Apria Healthcare Group *      4,598    
  200     BioScrip, Inc. *      1,434    
  100     Community Health Systems, Inc. *      3,792    
  100     DENTSPLY International, Inc.     5,699    
  700     Health Net, Inc. *      33,565    
  200     Henry Schein, Inc. *      9,330    

 

See accompanying notes to the financial statements.

7


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value 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  
  200     Humana, Inc. *      10,334    
  200     Idexx Laboratories, Inc. *      15,716    
  100     Invitrogen Corp. *      7,093    
  100     Kindred Healthcare, Inc. *      2,162    
  1,400     King Pharmaceuticals, Inc. *      22,750    
  700     Lincare Holdings, Inc. *      28,630    
  300     Omnicare, Inc.     18,255    
  300     Owens & Minor, Inc.     9,567    
  300     Pharmaceutical Product Development, Inc.     20,877    
  200     Regeneron Pharmaceuticals, Inc. *      3,274    
  200     ResMed, Inc. *      8,118    
  100     Sunrise Senior Living, Inc. *      3,546    
  200     Techne Corp. *      11,894    
  200     Universal Health Services, Inc.-Class B     10,046    
  200     Watson Pharmaceuticals, Inc. *      5,996    
      236,676    
    Machinery — 1.2%  
  100     AGCO Corp. *      1,955    
  100     Cummins, Inc.     10,828    
  200     Flowserve Corp. *      10,280    
  100     Lincoln Electric Holdings, Inc.     4,616    
  100     Oil States International, Inc. *      3,453    
  700     Transmontaigne, Inc. *      5,278    
      36,410    
    Manufacturing — 1.9%  
  100     Barnes Group, Inc.     3,838    
  100     Kaman Corp.-Class A     2,271    
  300     Longview Fibre Co.     5,646    
  200     Mueller Industries, Inc.     6,602    
  200     Myers Industries, Inc.     3,200    
  100     Owens-IIlinois, Inc. *      1,874    

 

See accompanying notes to the financial statements.

8


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)

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

Shares   Description   Value ($)  
    Manufacturing — continued  
  100     Reliance Steel & Aluminum Co.     8,239    
  300     SPX Corp.     14,775    
  200     Temple-Inland, Inc.     8,534    
  100     Trinity Industries, Inc.     5,300    
      60,279    
    Metals & Mining — 0.4%  
  100     Arch Coal, Inc.     7,311    
  100     CONSOL Energy, Inc.     6,402    
      13,713    
    Oil & Gas — 1.9%  
  200     Ashland, Inc.     13,054    
  100     Giant Industries, Inc. *      5,820    
  100     Helmerich & Payne, Inc.     6,577    
  200     Stone Energy Corp. *      8,280    
  400     Tesoro Corp.     24,164    
      57,895    
    Primary Process Industry — 2.9%  
  100     Airgas, Inc.     3,639    
  300     AK Steel Holding Corp. *      3,330    
  100     Castle (A.M.) & Co.     2,832    
  400     Commercial Metals Co.     18,116    
  100     FMC Corp. *      6,081    
  100     HB Fuller Co.     4,060    
  300     Hercules Inc *      3,555    
  100     Metal Management, Inc.     2,821    
  100     NewMarket Corp. *      3,447    
  100     Olympic Steel, Inc.     2,636    
  200     Ryerson Tull, Inc.     5,048    
  100     Schweitzer-Mauduit International     2,570    
  400     Sensient Technologies Corp.     7,168    

 

See accompanying notes to the financial statements.

9


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value 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  
  100     Steel Technologies, Inc.     2,759    
  200     United States Steel Corp.     10,900    
  500     Worthington Industries, Inc.     9,800    
      88,762    
    Retail Stores — 8.7%  
  100     99 Cents Only Stores *      1,138    
  400     Asbury Automotive Group, Inc. *      7,660    
  100     Barnes & Noble, Inc.     4,307    
  400     BJ's Wholesale Club, Inc. *      12,664    
  100     Brown Shoe Co., Inc.     4,770    
  100     Building Materials Holding Corp.     6,730    
  200     Casey's General Stores, Inc.     5,246    
  100     Cato Corp.-Class A     2,087    
  200     Chico's FAS, Inc. *      9,410    
  100     Claire's Stores, Inc.     3,204    
  100     Conn's, Inc. *      3,725    
  700     Dollar Tree Stores, Inc. *      19,194    
  300     Great Atlantic & Pacific Tea Co. *      9,678    
  300     Group 1 Automotive, Inc.     11,484    
  100     Ingles Markets, Inc.-Class A     1,651    
  300     Insight Enterprises, Inc. *      6,459    
  200     Lithia Motors, Inc.-Class A     6,408    
  100     Longs Drug Stores Corp.     3,837    
  100     OfficeMax, Inc.     2,933    
  700     O'Reilly Automotive, Inc. *      22,904    
  100     Pantry (The), Inc. *      5,917    
  200     Pathmark Stores, Inc. *      2,012    
  100     Payless Shoesource, Inc. *      2,370    
  300     Pier 1 Imports, Inc.     3,159    
  300     RadioShack Corp.     5,865    
  600     Rent-A-Center, Inc. *      14,004    
  100     Retail Ventures, Inc. *      1,326    
  500     Ross Stores, Inc.     14,160    

 

See accompanying notes to the financial statements.

10


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value 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  
  300     Smart & Final Inc. *      4,530    
  400     Sonic Automotive, Inc.     10,596    
  500     Supervalu, Inc.     15,800    
  400     Systemax Inc *      2,780    
  300     Talbots, Inc.     7,998    
  100     Too, Inc. *      3,043    
  400     United Auto Group, Inc.     17,296    
  300     Williams-Sonoma, Inc. *      12,147    
      268,492    
    Services — 6.4%  
  500     Applebee's International, Inc.     11,570    
  266     Aqua America, Inc.     7,645    
  100     Banta Corp.     4,871    
  600     BearingPoint, Inc. *      5,346    
  100     Bob Evans Farms, Inc.     2,917    
  500     Brinker International, Inc.     20,825    
  100     CBRL Group, Inc.     4,443    
  100     CDI Corp.     2,449    
  200     Darden Restaurants, Inc.     8,388    
  300     Factset Research Systems, Inc.     11,745    
  200     Handleman Co.     1,966    
  200     ITT Educational Services, Inc. *      12,400    
  100     Jack in the Box, Inc. *      4,000    
  100     Kelly Services, Inc.-Class A     2,699    
  300     Manpower, Inc.     16,092    
  100     Nash Finch Co.     3,100    
  100     O'Charley's, Inc. *      1,776    
  400     Outback Steakhouse, Inc.     16,724    
  100     Papa John's International, Inc. *      3,290    
  300     Performance Food Group Co. *      8,811    
  100     Rare Hospitality International, Inc. *      3,200    
  200     Regis Corp.     7,656    
  200     Ruby Tuesday, Inc.     5,710    

 

See accompanying notes to the financial statements.

11


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)

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

Shares   Description   Value ($)  
    Services — continued  
  300     Ryan's Restaurant Group, Inc. *      3,963    
  300     Sabre Holdings Corp.     7,239    
  500     Service Corp. International     3,975    
  100     Sonic Corp. *      3,161    
  200     Valassis Communications, Inc. *      5,510    
  200     World Fuel Services Corp.     6,060    
      197,531    
    Technology — 7.8%  
  300     Advanced Digital Information Corp. *      2,598    
  100     Alliant Techsystems, Inc. *      7,642    
  100     AO Smith Corp.     4,630    
  100     Applera Corp.-Applied Biosystems Group     2,827    
  700     Arrow Electronics, Inc. *      24,353    
  1,000     Avnet, Inc. *      25,130    
  500     AVX Corp.     8,280    
  800     BEA Systems, Inc. *      9,176    
  200     Bell Microproducts, Inc. *      1,202    
  150     Brightpoint, Inc. *      4,244    
  100     Cohu, Inc.     2,112    
  700     Convergys Corp. *      12,159    
  100     Diebold, Inc.     4,000    
  200     Electronics for Imaging *      5,364    
  100     General Cable Corp. *      2,700    
  100     Greatbatch, Inc. *      2,211    
  100     Harris Corp.     4,568    
  1,200     Ingram Micro, Inc.-Class A *      23,736    
  100     International Rectifier Corp. *      3,710    
  200     Intersil Corp.-Class A     5,668    
  300     JDA Software Group, Inc. *      4,119    
  300     Lightbridge, Inc. *      2,943    
  200     LSI Logic Corp. *      1,950    
  100     Mantech International Corp.-Class A *      2,810    
  100     Maximus, Inc.     3,651    

 

See accompanying notes to the financial statements.

12


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)

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

Shares   Description   Value ($)  
    Technology — continued  
  100     MKS Instruments Inc. *      2,236    
  200     Plexus Corp. *      6,712    
  300     QLogic Corp. *      12,342    
  200     StarTek, Inc.     3,940    
  100     SYKES Enterprises, Inc. *      1,332    
  200     SYNNEX Corp. *      3,694    
  400     Tech Data Corp. *      16,612    
  100     Teleflex, Inc.     6,465    
  200     Teradyne, Inc. *      3,358    
  400     Unisys Corp. *      2,672    
  100     United Stationers, Inc. *      4,950    
  100     Varian Semiconductor Equipment Associates, Inc. *      4,716    
      240,812    
    Transportation — 2.2%  
  1,200     AMR Corp. *      30,120    
  100     Arkansas Best Corp.     4,156    
  500     Continental Airlines, Inc.-Class B *      11,650    
  800     ExpressJet Holdings, Inc. *      6,016    
  200     Mesa Air Group, Inc. *      2,284    
  100     SCS Transportation, Inc. *      2,703    
  100     Skywest, Inc.     2,897    
  223     US Airways Group, Inc. *      7,379    
      67,205    
    Utility — 5.6%  
  100     Allegheny Energy, Inc. *      3,576    
  300     Alliant Energy Corp.     9,930    
  2,400     Centerpoint Energy, Inc.     31,128    
  200     Centurytel, Inc.     7,196    
  700     CMS Energy Corp. *      9,856    
  400     Duquesne Light Holdings, Inc.     6,940    
  300     Energy East Corp.     7,518    
  300     Great Plains Energy, Inc.     8,520    

 

See accompanying notes to the financial statements.

13


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)

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

Shares /
Par Value ($)		   Description   Value ($)  
    Utility — continued  
  200     IDACORP, Inc.     6,588    
  100     MDU Resources Group, Inc.     3,525    
  300     Northeast Utilities     5,886    
  200     NSTAR     5,872    
  900     Pepco Holdings, Inc.     21,393    
  200     Pinnacle West Capital Corp.     8,210    
  300     Puget Energy, Inc.     6,468    
  100     SCANA Corp.     4,078    
  100     Sierra Pacific Resources *      1,424    
  100     Talk America Holdings, Inc. *      853    
  1,100     TECO Energy, Inc.     18,766    
  200     Time Warner Telecom, Inc.-Class A *      2,526    
  100     Unisource Energy Corp.     3,041    
      173,294    
    TOTAL COMMON STOCKS (COST $2,922,037)     3,006,961    
    SHORT-TERM INVESTMENT(S) — 3.5%  
  107,232     Citigroup Global Markets Repurchase Agreement,
dated 02/28/06, due 03/01/06, with a maturity value of
$107,241 and an effective yield of 3.01%, collateralized
by a U.S. Treasury Bond with a rate of 4.50%, maturity
02/15/36 and a market value, including accured interest
of $109,377.		     107,232    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $107,232)     107,232    
    TOTAL INVESTMENTS — 100.7%
(Cost $3,029,269)		     3,114,193    
        Other Assets and Liabilities (net) — (0.7%)     (21,691 )  
    TOTAL NET ASSETS — 100.0%   $ 3,092,502    

 

See accompanying notes to the financial statements.

14


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 28, 2006

Notes to Schedule of Investments:

REIT - Real Estate Investment Trust

*  Non-income producing security.

See accompanying notes to the financial statements.

15



GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)
(A Series of GMO Trust)

Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value (cost $3,029,269) (Note 2)   $ 3,114,193    
Dividends and interest receivable     3,108    
Receivable for expenses reimbursed by Manager (Note 3)     26,106    
Total assets     3,143,407    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     783    
Shareholder service fee     356    
Trustees and Chief Compliance Officer fees     30    
Accrued expenses     49,736    
Total liabilities     50,905    
Net assets   $ 3,092,502    
Net assets consist of:  
Net capital(1)   $ 3,007,578    
Net unrealized appreciation     84,924    
    $ 3,092,502    
Net assets attributable to:  
Class III shares   $ 3,092,502    
Shares outstanding:  
Class III     245,909    
Net asset value per share:  
Class III   $ 12.58    

 

(1)  Net capital includes net investment income (loss) and net realized gain (loss) on investments.

See accompanying notes to the financial statements.

16


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)
(A Series of GMO Trust)

Statement of Operations — Period from September 16, 2005 through February 28, 2006

Investment Income:  
Dividends   $ 27,929    
Interest     1,639    
Total investment income     29,568    
Expenses:  
Management fee (Note 3)     4,439    
Shareholder service fee – Class III (Note 3)     2,018    
Custodian, fund accounting agent and transfer agent fees     13,546    
Audit and tax fees     22,164    
Legal fees     11,883    
Registration fees     638    
Trustees fees and related expenses (Note 3)     2,649    
Miscellaneous     62    
Total expenses     57,399    
Fees and expenses reimbursed by Manager (Note 3)     (50,873 )  
Net expenses     6,526    
Net investment income (loss)     23,042    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     19,192    
Change in net unrealized appreciation (depreciation) on:  
Investments     84,924    
Net realized and unrealized gain (loss)     104,116    
Net increase (decrease) in net assets resulting from operations   $ 127,158    

 

See accompanying notes to the financial statements.

17


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)
(A Series of GMO Trust)

Statement of Changes in Net Assets

    Period from
September 16, 2005
through
February 28, 2006		  
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 23,042    
Net realized gain (loss)     19,192    
Change in net unrealized appreciation (depreciation)     84,924    
Net increase (decrease) in net assets from operations     127,158    
Net share transactions (Note 7):
Class III		     2,965,344    
Total increase (decrease) in net assets     3,092,502    
Net assets:  
Beginning of period     —    
End of period   $ 3,092,502    

 

See accompanying notes to the financial statements.

18



GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)
(A Series of GMO Trust)
Financial Highlights
(For a Class III share outstanding throughout the period)

    Period from
September 16, 2005
through
February 28, 2006		  
Net asset value, beginning of period   $ 12.06    
Income (loss) from investment operations:  
Net investment income (loss)†      0.09    
Net realized and unrealized gain (loss)     0.43    
Total from investment operations     0.52    
Net asset value, end of period   $ 12.58    
Total Return(a)      4.31 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 3,093    
Net expenses to average daily net assets     0.49 %*   
Net investment income to average daily net assets     1.71 %*   
Portfolio turnover rate     31 %**   
Fees and expenses reimbursed by the Manager
to average daily net assets:		     3.78 %*   

 

(a)  The total returns 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 shareholders.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

19



GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)
(A Series of GMO Trust)
Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Small/Mid Cap Value Fund (the "Fund") (formerly GMO Small Cap Value 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 long-term capital growth. The Fund's benchmark is the Russell 2500 Value Index.

On September 16, 2005, shareholders of the Fund holding 95.4% of the Fund's then outstanding shares requested redemption of their shares. On the same day, the Fund transferred assets and liabilities (representing on a net basis 95.4% of the Fund's net assets) to GMO U.S. Small/Mid Cap Value Fund, a newly organized fund, with investment objectives similar to the Fund's, in consideration for newly issued shares of GMO U.S. Small/Mid Cap Value Fund. The Fund then honored the redemption requests by distributing to redeeming shareholders shares of equal value in the GMO U.S. Small/Mid Cap Value Fund. The preceding events are hereafter referred to as (the "Redemption Transaction"). Because for tax and accounting purposes the GMO U.S. Small/Mid Cap Value Fund is treated as a continuation of the Fund's prior operations, for accounting and tax purposes the Fund itself is deemed to have commenced operations on the date of the Redemption T ransaction. On the date of the Redemption Transaction, the shareholders who opted not to redeem from the Fund were deemed to have contributed securities in-kind to the Fund with an accounting and tax basis equal to fair market value. Therefore, the Statement of Operations, Statement of Changes in Net Assets and Financial Highlights are shown for the period from September 16, 2005 through 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.

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

20


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value 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 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 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 reco gnized 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 fa lls 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.

21


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)
(A Series of GMO Trust)
Notes to Financial Statements — (Continued)
February 28, 2006

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 Sta tement 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 o pen 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 period ended Febru ary 28, 2006, the Fund did not participate in securities lending.

22


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)
(A Series of GMO Trust)
Notes to Financial Statements — (Continued)
February 28, 2006

Taxes

Prior to the close of business on September 16, 2005, the Fund qualified as a regulated investment company. Subsequent to the Redemption Transaction, all Fund tax attributes relating to the time periods prior to September 16, 2005 transferred to GMO U.S. Small/Mid Cap Value Fund. After the close of business on September 16, 2005, the Fund elected to be treated 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 or 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)		  
$ 3,029,269     $ 220,157     $ (135,233 )   $ 84,924    

 

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 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

23


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)
(A Series of GMO Trust)
Notes to Financial Statements — (Continued)
February 28, 2006

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 $0 and $0 in purchase premiums and 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.

GMO has entered into a binding agreement effective until at least May 31, 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 period ended February 28, 2006 was $2,316 and $28, 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 $3,800,621 and $897,265, 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.

24


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap Value Fund)
(A Series of GMO Trust)
Notes to Financial Statements — (Continued)
February 28, 2006

6.  Principal shareholder and related party

As of February 28, 2006, 89.4% 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, 0.7% of the Fund's shares were held by GMO.

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 September 16, 2005
through February 28, 2006		  
Class III:   Shares   Amount  
Shares issued for in-kind transaction     245,909     $ 2,965,344    
Net increase (decrease)     245,909     $ 2,965,344    

 

25



Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Small/Mid Cap Value Fund (formerly GMO Small Cap 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 Small/Mid Cap Value Fund (formerly GMO Small Cap 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 period from September 16, 2005 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 stateme nts 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.

As described in Note 1 to the financial statements, GMO U.S. Small/Mid Cap Value Fund was the successor to the Fund for accounting purposes for all periods prior to September 16, 2005.

PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2006

26


GMO Small/Mid Cap Value Fund

(formerly GMO Small Cap 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 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 16, 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     $ 1,043.10     $ 2.26    
2) Hypothetical     0.49 %   $ 1,000.00     $ 1,020.39     $ 2.24    

 

*  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 165 days in the period, divided by 365 days in the year.

27


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.

28


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.

29


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.

30


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.

31



GMO 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 www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund votes proxies relating to portfolio securities during the most recent 12-month period ended June 30 is or will be available at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund will file 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 will be available on the Commission's website at www.sec.gov. The Fund's Form N-Q (when available) 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 Growth 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

Since September 16, 2005, the Class III shares of the GMO Growth Fund returned +3.3% for the fiscal period ended February 28, 2006, as compared to +4.3% for the Russell 1000 Growth Index 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.

Sector selection detracted from portfolio performance for the period. Overall relative returns were hindered by an overweight position in the health care sector as well as an underweight position in transportation. The largest sources of positive performance came from an overweight position in oil & gas, and underweight positions in food & beverage and manufacturing.

Stock selection was also negative for the year, although the portfolio benefited from robust selections among health care issues. Stocks that detracted from relative performance included technology and oil & gas securities.

During the period, both the momentum and valuation stock selection strategies detracted from overall relative 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. Performance for different classes 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.

†   See Note 1 to the financial statements.


GMO Growth Fund

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

Asset Class Summary   % of Total Net Assets  
Common Stocks     97.2 %  
Short-Term Investment(s)     2.9    
Rights and Warrants     0.0    
Other     (0.1 )  
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Health Care     28.2 %  
Technology     25.1    
Retail Stores     14.2    
Consumer Goods     7.5    
Financial     7.5    
Machinery     3.5    
Services     3.2    
Oil & Gas     2.9    
Food & Beverage     2.4    
Utility     2.2    
Construction     0.9    
Manufacturing     0.9    
Automotive     0.7    
Transportation     0.7    
Metals & Mining     0.1    
      100.0 %  

 

1



GMO Growth Fund

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

Shares   Description   Value ($)  
    COMMON STOCKS — 97.2%  
    Automotive — 0.7%  
  1,100     Harley-Davidson, Inc.     57,761    
  200     Johnson Controls, Inc.     14,254    
  600     Oshkosh Truck Corp.     34,038    
      106,053    
    Construction — 0.8%  
  400     D.R. Horton, Inc.     13,644    
  400     Jacobs Engineering Group, Inc. *      34,296    
  400     KB Home     26,812    
  200     Lennar Corp.-Class A     11,972    
  300     Martin Marietta Materials, Inc.     29,250    
  200     Ryland Group, Inc.     13,950    
      129,924    
    Consumer Goods — 7.2%  
  11,200     Altria Group, Inc.     805,280    
  1,500     Bebe Stores, Inc.     25,755    
  300     Black & Decker Corp.     25,674    
  600     Coach, Inc. *      21,432    
  600     Colgate-Palmolive Co.     32,688    
  100     Columbia Sportswear Co. *      5,036    
  200     HNI Corp.     11,658    
  700     Maytag Corp.     12,040    
  500     Mohawk Industries, Inc. *      43,255    
  200     Nike, Inc.     17,356    
  1,700     Procter & Gamble Co.     101,881    
  300     Whirlpool Corp.     26,937    
      1,128,992    
    Financial — 7.3%  
  3,600     Aflac, Inc.     166,500    
  400     AMBAC Financial Group, Inc.     30,060    

 

See accompanying notes to the financial statements.

2


GMO Growth Fund

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

Shares   Description   Value ($)  
    Financial — continued  
  2,600     American International Group, Inc.     172,536    
  200     CB Richard Ellis Group, Inc.-Class A *      13,736    
  13,200     Charles Schwab Corp. (The)     213,972    
  200     Chubb Corp.     19,150    
  900     Eaton Vance Corp.     25,362    
  400     Equifax, Inc.     14,656    
  300     Fair Isaac Corp.     12,786    
  2,100     Fannie Mae     114,828    
  500     Franklin Resources, Inc.     51,340    
  100     Goldman Sachs Group, Inc.     14,129    
  700     Legg Mason, Inc.     91,413    
  400     Lehman Brothers Holdings, Inc.     58,380    
  1,000     Marsh & McLennan Cos., Inc.     30,910    
  300     Mellon Financial Corp.     10,827    
  100     Progressive Corp. (The)     10,745    
  200     Radian Group, Inc.     11,350    
  200     State Street Corp.     12,496    
  2,600     TD Ameritrade Holding Corp.     56,576    
      1,131,752    
    Food & Beverage — 2.4%  
  4,000     Coca-Cola Co. (The)     167,880    
  300     Dean Foods Co. *      11,241    
  3,200     PepsiCo, Inc.     189,152    
      368,273    
    Health Care — 27.4%  
  2,600     Abbott Laboratories     114,868    
  3,800     Aetna, Inc.     193,800    
  900     Allergan, Inc.     97,434    
  800     American Pharmaceutical Partners, Inc. *      24,192    
  1,000     AmerisourceBergen Corp.     45,990    
  1,200     Amgen, Inc. *      90,588    
  1,000     Barr Pharmaceuticals, Inc. *      67,180    

 

See accompanying notes to the financial statements.

3


GMO Growth 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     Cardinal Health, Inc.     188,760    
  300     Caremark Rx, Inc. *      14,925    
  1,200     Cerner Corp. *      49,956    
  300     Cigna Corp.     36,825    
  500     Coventry Health Care, Inc. *      29,810    
  2,700     Express Scripts, Inc. *      235,629    
  2,600     Forest Laboratories, Inc. *      119,340    
  3,500     Genentech, Inc. *      299,915    
  900     Gilead Sciences, Inc. *      56,043    
  2,300     HCA, Inc.     110,170    
  1,200     Health Net, Inc. *      57,540    
  400     Hospira, Inc. *      15,880    
  400     Humana, Inc. *      20,668    
  300     Invitrogen Corp. *      21,279    
  1,000     Johnson & Johnson     57,650    
  1,700     Lincare Holdings, Inc. *      69,530    
  3,400     McKesson Corp.     184,042    
  1,200     Medco Health Solutions, Inc. *      66,864    
  400     Medtronic, Inc.     21,580    
  14,100     Merck & Co., Inc.     491,526    
  600     Omnicare, Inc.     36,510    
  14,300     Pfizer, Inc.     374,517    
  600     Pharmaceutical Product Development, Inc.     41,754    
  300     Respironics, Inc. *      10,908    
  1,300     St. Jude Medical, Inc. *      59,280    
  600     Stryker Corp.     27,732    
  14,200     UnitedHealth Group, Inc.     826,866    
  300     Universal Health Services, Inc.-Class B     15,069    
  1,800     Wyeth     89,640    
      4,264,260    
    Machinery — 3.4%  
  1,100     Baker Hughes, Inc.     74,767    
  900     BJ Services Co.     28,179    

 

See accompanying notes to the financial statements.

4


GMO Growth Fund

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

Shares   Description   Value ($)  
    Machinery — continued  
  3,700     Caterpillar, Inc.     270,396    
  400     Cooper Cameron Corp. *      16,200    
  600     Grant Prideco, Inc. *      24,282    
  1,100     Halliburton Co.     74,800    
  300     Joy Global, Inc.     15,468    
  700     Smith International, Inc.     27,111    
      531,203    
    Manufacturing — 0.9%  
  1,600     General Electric Co.     52,592    
  400     ITT Industries, Inc.     21,000    
  100     Mine Safety Appliances Co.     3,985    
  200     Precision Castparts Corp.     10,608    
  400     Timken Co.     11,472    
  600     United Technologies Corp.     35,100    
      134,757    
    Metals & Mining — 0.1%  
  200     CONSOL Energy, Inc.     12,804    
    Oil & Gas — 2.8%  
  1,500     Burlington Resources, Inc.     135,270    
  2,100     EOG Resources, Inc.     141,540    
  200     Exxon Mobil Corp.     11,874    
  700     Frontier Oil Corp.     32,375    
  400     Helmerich & Payne, Inc.     26,308    
  1,400     Patterson-UTI Energy, Inc.     38,570    
  300     Sunoco, Inc.     22,230    
  200     Tesoro Corp.     12,082    
  200     Unit Corp. *      10,634    
  200     Valero Energy Corp.     10,758    
      441,641    

 

See accompanying notes to the financial statements.

5


GMO Growth Fund

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

Shares   Description   Value ($)  
    Retail Stores — 13.8%  
  1,300     Advance Auto Parts *      53,755    
  400     Autozone, Inc. *      38,672    
  3,000     Bed Bath & Beyond, Inc. *      108,120    
  1,300     Chico's FAS, Inc. *      61,165    
  2,600     Dollar General Corp.     45,292    
  1,200     Dollar Tree Stores, Inc. *      32,904    
  400     eBay, Inc. *      16,024    
  300     Fastenal Co.     13,173    
  18,100     Home Depot, Inc.     762,915    
  200     JC Penney Co., Inc.     11,728    
  3,300     Kroger Co. *      66,132    
  6,300     Lowe's Cos., Inc.     429,534    
  300     Men's Wearhouse, Inc. *      9,396    
  2,300     Nordstrom, Inc.     87,400    
  900     O'Reilly Automotive, Inc. *      29,448    
  1,400     Rent-A-Center, Inc. *      32,676    
  800     Target Corp.     43,520    
  300     Tiffany & Co.     11,139    
  1,500     TJX Cos., Inc.     36,735    
  1,700     Walgreen Co.     76,262    
  4,000     Wal-Mart Stores, Inc.     181,440    
      2,147,430    
    Services — 3.1%  
  900     Applebee's International, Inc.     20,826    
  600     Brinker International, Inc.     24,990    
  1,000     Cablevision Systems Corp.-Class A *      26,250    
  400     Copart, Inc. *      10,336    
  1,500     Darden Restaurants, Inc.     62,910    
  300     Getty Images, Inc. *      24,309    
  600     Marriott International, Inc.-Class A     41,040    
  1,000     McDonald's Corp.     34,910    
  700     McGraw-Hill, Inc.     37,163    
  300     Moody's Corp.     20,100    

 

See accompanying notes to the financial statements.

6


GMO Growth Fund

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

Shares   Description   Value ($)  
    Services — continued  
  400     Outback Steakhouse, Inc.     16,724    
  200     Panera Bread Co.-Class A *      14,172    
  500     Robert Half International, Inc.     17,960    
  700     Sonic Corp. *      22,127    
  200     Starwood Hotels & Resorts Worldwide, Inc.     12,700    
  500     Sysco Corp.     15,045    
  1,300     Wendy's International, Inc.     75,270    
  300     Yum! Brands, Inc.     14,310    
      491,142    
    Technology — 24.4%  
  800     Adobe Systems, Inc.     30,896    
  400     ADTRAN, Inc.     11,008    
  500     Affiliated Computer Services, Inc.-Class A *      31,460    
  3,000     Agilent Technologies, Inc. *      108,000    
  600     Alliance Data Systems Corp. *      25,956    
  1,400     American Power Conversion Corp.     28,602    
  1,300     Apple Computer, Inc. *      89,102    
  1,700     Applied Materials, Inc.     31,178    
  1,100     Autodesk, Inc.     41,415    
  1,800     BEA Systems, Inc. *      20,646    
  800     Boeing Co.     58,152    
  1,950     Broadcom Corp.-Class A *      87,925    
  1,600     CNET Networks, Inc. *      22,144    
  200     Cognizant Technologies Solutions Corp. *      11,522    
  400     Comverse Technology, Inc. *      11,504    
  4,100     Corning, Inc. *      100,081    
  18,100     Dell, Inc. *      524,900    
  600     Emulex Corp. *      10,680    
  2,000     First Data Corp.     90,260    
  900     Fiserv, Inc. *      37,350    
  100     General Dynamics Corp.     12,327    
  400     Global Payments, Inc.     20,824    
  1,300     Goodrich Corp.     54,392    

 

See accompanying notes to the financial statements.

7


GMO Growth Fund

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

Shares   Description   Value ($)  
    Technology — continued  
  400     Google, Inc.-Class A *      145,048    
  1,100     Harris Corp.     50,248    
  300     Ingram Micro, Inc.-Class A *      5,934    
  31,500     Intel Corp.     648,900    
  2,100     International Business Machines Corp.     168,504    
  500     International Rectifier Corp. *      18,550    
  500     Intersil Corp.-Class A     14,170    
  600     Lexmark International, Inc. *      28,254    
  1,500     Lockheed Martin Corp.     109,305    
  300     Microsoft Corp.     8,070    
  17,100     Motorola, Inc.     365,940    
  600     National Semiconductor Corp.     16,830    
  1,700     Nvidia Corp. *      80,121    
  1,200     Paychex, Inc.     48,060    
  1,400     Qualcomm, Inc.     66,094    
  300     Rockwell Collins, Inc.     15,945    
  15,300     Texas Instruments, Inc.     456,705    
  600     Total System Services, Inc.     11,760    
  300     W.W. Grainger, Inc.     22,212    
  1,000     Western Digital Corp. *      22,250    
  1,300     Yahoo!, Inc. *      41,678    
      3,804,902    
    Transportation — 0.7%  
  1,100     AMR Corp. *      27,610    
  700     C.H. Robinson Worldwide, Inc.     31,374    
  200     CNF, Inc.     10,036    
  200     FedEx Corp.     21,448    
  400     Landstar System, Inc.     18,636    
      109,104    
    Utility — 2.2%  
  300     Alltel Corp.     18,945    
  1,300     Kinder Morgan, Inc.     120,614    

 

See accompanying notes to the financial statements.

8


GMO Growth Fund

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

Shares /
Par Value ($)		   Description   Value ($)  
    Utility — continued  
  2,800     Nextel Partners, Inc.-Class A *      78,568    
  1,200     NII Holdings, Inc.-Class B *      61,464    
  200     Questar Corp.     14,650    
  800     TXU Corp.     41,912    
      336,153    
    TOTAL COMMON STOCKS (COST $14,698,457)     15,138,390    
    RIGHTS AND WARRANTS — 0.0%  
    Utility — 0.0%  
  100     Lucent Technologies, Inc. Warrants, Expires 12/10/2007 *      58    
    TOTAL RIGHTS AND WARRANTS (COST $0)     58    
    SHORT-TERM INVESTMENT(S) — 2.9%  
  449,550     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $449,588, and an effective yield of
3.01%, collateralized by a U.S. Treasury Bond with a rate of 4.50%,
maturity date of 2/15/36, and a market value, including accrued
interest, of $458,541.		     449,550    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $449,550)     449,550    
    TOTAL INVESTMENTS — 100.1%
(Cost $15,148,007)		     15,587,998    
        Other Assets and Liabilities (net) — (0.1%)     (22,701 )  
    TOTAL NET ASSETS — 100.0%   $ 15,565,297    

 

Notes to Schedule of Investments:

*  Non-income producing security.

See accompanying notes to the financial statements.

9



GMO Growth Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value (cost $15,148,007) (Note 2)   $ 15,587,998    
Dividends and interest receivable     12,292    
Receivable for expenses reimbursed by Manager (Note 3)     25,176    
Total assets     15,625,466    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     3,943    
Shareholder service fee     1,776    
Administration fee – Class M     23    
Trustees and Chief Compliance Officer fees     47    
Payable for 12b-1 fee – Class M     62    
Accrued expenses     54,318    
Total liabilities     60,169    
Net assets   $ 15,565,297    
Net assets consist of:  
Net capital(1)   $ 15,125,306    
Net unrealized appreciation     439,991    
    $ 15,565,297    
Net assets attributable to:  
Class III shares   $ 15,419,341    
Class M shares   $ 145,956    
Shares outstanding:  
Class III     824,369    
Class M     7,848    
Net asset value per share:  
Class III   $ 18.70    
Class M   $ 18.60    

 

(1)  Net capital includes net investment income (loss) and net realized gain (loss) on investments.

See accompanying notes to the financial statements.

10


GMO Growth Fund

(A Series of GMO Trust)


Statement of Operations — Period from September 16, 2005 through February 28, 2006

Investment Income:  
Dividends   $ 78,334    
Interest     6,723    
Total investment income     85,057    
Expenses:  
Management fee (Note 3)     22,809    
Shareholder service fee – Class III (Note 3)     10,263    
12b-1 fee – Class M (Note 3)     178    
Administration fee – Class M (Note 3)     140    
Custodian, fund accounting agent and transfer agent fees     27,088    
Audit and tax fees     23,058    
Legal fees     1,501    
Trustees fees and related expenses (Note 3)     3,613    
Registration fees     1,084    
Miscellaneous     290    
Total expenses     90,024    
Fees and expenses reimbursed by Manager (Note 3)     (56,242 )  
Net expenses     33,782    
Net investment income (loss)     51,275    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     10,997    
Net realized gain (loss)     10,997    
Change in net unrealized appreciation (depreciation) on:  
Investments     439,991    
Net unrealized gain (loss)     439,991    
Net realized and unrealized gain (loss)     450,988    
Net increase (decrease) in net assets resulting from operations   $ 502,263    

 

See accompanying notes to the financial statements.

11


GMO Growth Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Period from
September 16, 2005
through
February 28, 2006		  
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 51,275    
Net realized gain (loss)     10,997    
Change in net unrealized appreciation (depreciation)     439,991    
Net increase (decrease) in net assets from operations     502,263    
Net share transactions (Note 7):  
Class III     14,920,741    
Class M     142,293    
Increase (decrease) in net assets resulting from net share transactions     15,063,034    
Total increase (decrease) in net assets     15,565,297    
Net assets:  
Beginning of period     —    
End of period   $ 15,565,297    

 

See accompanying notes to the financial statements.

12



GMO Growth Fund

(A Series of GMO Trust)

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

    Period from
September 16, 2005
through
February 28, 2006		  
Net asset value, beginning of period   $ 18.10    
Income (loss) from investment operations:  
Net investment income (loss)†      0.06    
Net realized and unrealized gain (loss)     0.54    
Total from investment operations     0.60    
Net asset value, end of period   $ 18.70    
Total Return(a)      3.31 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 15,419    
Net expenses to average daily net assets     0.49 %*   
Net investment income to average daily net assets     0.75 %*   
Portfolio turnover rate     37 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.81 %*   

 

(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.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

13


GMO Growth Fund

(A Series of GMO Trust)

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

    Period from
September 16, 2005
through
February 28, 2006		  
Net asset value, beginning of period   $ 18.02    
Income (loss) from investment operations:  
Net investment income (loss)†      0.03    
Net realized and unrealized gain (loss)     0.55    
Total from investment operations     0.58    
Net asset value, end of period   $ 18.60    
Total Return(a)      3.22 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 146    
Net expenses to average daily net assets     0.79 %*   
Net investment income to average daily net assets     0.41 %*   
Portfolio turnover rate     37 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.81 %*   

 

(a)  The total return 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.

14



GMO Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO Growth 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 long-term capital growth. The Fund's benchmark is the Russell 1000 Growth Index.

On September 16, 2005, shareholders of the Fund holding 97.7% of the Fund's then outstanding shares requested redemption of their shares. On the same day, the Fund transferred assets and liabilities (representing on a net basis 97.7% of the Fund's net assets) to GMO U.S. Growth Fund, a newly organized fund, with investment objectives similar to the Fund's, in consideration for newly issued shares of GMO U.S. Growth Fund. The Fund then honored the redemption requests by distributing to redeeming shareholders shares of equal value in the GMO U.S. Growth Fund. The preceding events are hereafter referred to as (the "Redemption Transaction"). Because for tax and accounting purposes the GMO U.S. Growth Fund is treated as a continuation of the Fund's prior operations, for accounting and tax purposes the Fund itself is deemed to have commenced operations on the date of the Redemption Transaction. On the date of the Redemption Transactio n, the shareholders who opted not to redeem from the Fund were deemed to have contributed securities in-kind to the Fund with an accounting and tax basis equal to fair market value. Therefore, the Statement of Operations, Statement of Changes in Net Assets and Financial Highlights are shown for the period from September 16, 2005 through February 28, 2006.

For the period from September 16, 2005 through February 28, 2006, the Fund had two classes of shares outstanding: Class III and Class M. Class M shares bear an administrative fee and a 12b-1 fee, while Class III shares bear a shareholder service fee (See Note 3). The principal economic difference between the classes of shares is the type and level of fees borne by the classes.

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.

15


GMO Growth Fund

(A Series of GMO Trust)

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

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 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 reco gnized 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 fa lls short of the

16


GMO Growth Fund

(A Series of GMO Trust)

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

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 Sta tement 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 o pen 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,

17


GMO Growth 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. For the period ended February 28, 2006, the Fund did not participate in securities lending.

Taxes

Prior to the close of business on September 16, 2005, the Fund qualified as a regulated investment company. Subsequent to the Redemption Transaction, all Fund tax attributes relating to the time periods prior to September 16, 2005 transferred to GMO U.S. Growth Fund. After the close of business on September 16, 2005, the Fund elected to be treated 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 or 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)		  
$ 15,151,997     $ 908,605     $ (472,604 )   $ 436,001    

 

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, 12b-1, and administration fees, which are directly attributable to a class of shares, are charged to that class's operations.

18


GMO Growth 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 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 the annual rate of 0.20% of the 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 up to 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 Funds 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 May 31, 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, 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 period ended February 28, 2006 was $577 and $90, 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 $20,202,555 and $5,515,095, 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

19


GMO Growth 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 party

As of February 28, 2006, 89.0% 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 GMO.

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 September 16, 2005
through February 28, 2006		  
Class III:   Shares   Amount  
Shares issued for in-kind transaction     824,369     $ 14,920,741    
Net increase (decrease)     824,369     $ 14,920,741    
    Period from September 16, 2005
through February 28, 2006		  
Class M:   Shares   Amount  
Shares issued for in-kind transaction     10,066     $ 181,381    
Shares repurchased     (2,218 )     (39,088 )  
Net increase (decrease)     7,848     $ 142,293    

 

20



Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO 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 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 period from September 16, 2005 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 Publi c 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.

As described in Note 1 to the financial statements, GMO U.S. Growth Fund was the successor to the Fund for accounting purposes for all periods prior to September 16, 2005.

PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2006

21


GMO 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 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 16, 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     0.49 %   $ 1,000.00     $ 1,033.10     $ 2.25    
2) Hypothetical     0.49 %   $ 1,000.00     $ 1,020.39     $ 2.24    
Class M  
1) Actual     0.79 %   $ 1,000.00     $ 1,032.20     $ 3.63    
2) Hypothetical     0.79 %   $ 1,000.00     $ 1,019.03     $ 3.61    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the period ended February 28, 2006, multiplied by the average account value over the period, multiplied by 165 days in the period, divided by 365 days in the 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 U.S. Small/Mid Cap 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 www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund votes proxies relating to portfolio securities during the most recent 12-month period ended June 30 is or will be available at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund will file 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 will be available on the Commission's website at www.sec.gov. The Fund's Form N-Q (when available) 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 U.S. Small/Mid Cap Value 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 U.S. Small/Mid Cap Value Fund returned +11.7% for the fiscal year ended February 28, 2006, as compared to +15.9% for the Russell 2500 Value Index. 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 relative performance for the period. The portfolio benefited from overweight positions in health care, retail stores, and construction, as well as an underweight position in primary process industry. Detractors included an underweight position in technology and an overweight position in automotive.

Stock selection also detracted from the portfolio's overall performance. Selections among transportation, retail stores, oil & gas, and services issues were robust for the period. Meanwhile, selections within construction and financial securities underperformed for the period.

For the fiscal year, the portfolio's valuation stock selection strategies detracted from relative performance, while the momentum selection strategy added value.

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. 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 Russell 2500 Value + Index is comprised of the Russell 2500 Index from 12/31/91 to 12/31/96 and the Russell 2500 Value Index from 12/31/96 to the present.

†  The Fund is the successor to the GMO Small/Mid Cap Value Fund, therefore, performance for the periods prior to September 16, 2005 is that of GMO Small/Mid Cap Value Fund.


GMO U.S. Small/Mid Cap Value Fund

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

Asset Class Summary   % of Total Net Assets  
Common Stocks     96.6 %  
Short-Term Investment(s)     28.4    
Futures     0.0    
Other     (25.0 )  
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Financial     23.9 %  
Construction     17.9    
Retail Stores     8.5    
Technology     8.1    
Health Care     8.0    
Services     6.9    
Utility     6.3    
Consumer Goods     4.9    
Automotive     2.9    
Manufacturing     2.3    
Primary Process Industry     2.2    
Oil & Gas     2.1    
Transportation     2.1    
Food & Beverage     2.0    
Machinery     1.4    
Metals & Mining     0.5    
      100.0 %  

 

1



GMO U.S. Small/Mid Cap Value Fund

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

Shares   Description   Value ($)  
        COMMON STOCKS — 96.6%        
        Automotive — 2.8%        
  2,200     Aftermarket Technology Corp. *      47,740    
  6,600     American Axle & Manufacturing Holdings, Inc.     107,052    
  12,250     ArvinMeritor, Inc. (a)      205,065    
  300     Bandag, Inc.     12,831    
  2,700     BorgWarner, Inc.     150,579    
  3,000     Cooper Tire & Rubber Co.     44,700    
  20,900     Goodyear Tire & Rubber Co. (The) * (a)      299,497    
  8,300     Lear Corp. (a)      173,138    
  1,800     Navistar International Corp. *      52,830    
  3,500     Superior Industries International, Inc. (a)      75,425    
  3,600     Tenneco Automotive, Inc. *      81,540    
  6,600     TRW Automotive Holdings Corp. * (a)      168,960    
  14,100     Visteon Corp. * (a)      65,706    
      1,485,063    
        Construction — 17.3%        
  3,900     Aames Investment Corp. REIT (a)      22,464    
  3,900     AMB Property Corp. REIT     209,235    
  10,700     American Home Mortgage Acceptance Corp. REIT (a)      304,950    
  1,090     American Woodmark Corp.     37,060    
  42,100     Annaly Mortgage Management, Inc. REIT (a)      494,675    
  17,100     Anthracite Capital, Inc. REIT     183,312    
  23,000     Anworth Mortgage Asset Corp. REIT     172,730    
  3,400     Apartment Investment & Management Co. (a)      150,654    
  5,200     Beazer Homes USA, Inc.     329,940    
  2,900     BRE Properties, Inc.     157,673    
  9,751     Capstead Mortgage Corp. REIT     68,159    
  3,200     CBL & Associates Properties, Inc. REIT     136,320    
  3,300     Cousins Properties, Inc. REIT     101,211    
  4,600     EMCOR Group, Inc. *      200,514    
  1,700     Equity Lifestyle Properties, Inc. REIT     81,073    
  1,400     Essex Property Trust, Inc. REIT (a)      139,510    

 

See accompanying notes to the financial statements.

2


GMO U.S. Small/Mid Cap Value Fund

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

Shares   Description   Value ($)  
        Construction — continued        
  1,700     Federal Realty Investment Trust     118,473    
  6,800     FelCor Lodging Trust, Inc. REIT     134,980    
  3,600     Heritage Property Investment Trust REIT     138,096    
  4,900     Highwoods Properties, Inc. REIT     158,515    
  4,600     Hovnanian Enterprises, Inc. * (a)      212,106    
  900     Jacobs Engineering Group, Inc. *      77,166    
  5,600     KB Home (a)      375,368    
  3,040     Kilroy Realty Corp. REIT     227,453    
  2,458     Lafarge North America, Inc. (a)      203,694    
  1,700     Lennox International, Inc.     54,655    
  1,400     Louisiana-Pacific Corp.     39,802    
  1,200     LSI Industries, Inc.     18,648    
  2,500     M/I Schottenstein Homes, Inc.     105,300    
  1,100     Martin Marietta Materials, Inc.     107,250    
  6,124     MDC Holdings, Inc.     375,340    
  3,200     Meritage Homes Corp. * (a)      187,296    
  36,966     MFA Mortgage Investments, Inc. REIT     218,839    
  1,400     Mid-America Apartment Communities, Inc. REIT     76,020    
  1,700     Monaco Coach Corp.     24,327    
  2,900     National Health Investors, Inc. REIT     77,198    
  12,300     New Century Financial Corp. (a)      476,625    
  400     NVR, Inc. *      301,200    
  1,900     Pan Pacific Retail Properties, Inc. REIT (a)      131,499    
  800     Perini Corp. *      24,312    
  3,800     Quanta Services, Inc. * (a)      52,022    
  4,200     RAIT Investment Trust REIT     114,660    
  2,600     Rayonier Inc. REIT     112,060    
  1,400     Regency Centers Corp. REIT     90,300    
  5,400     Ryland Group, Inc. (a)      376,650    
  8,100     Standard-Pacific Corp. (a)      266,085    
  2,700     Technical Olympic USA, Inc.     57,186    
  27,900     Thornburg Mortgage, Inc. REIT (a)      724,563    
  2,500     Universal Forest Products, Inc.     154,575    
  6,300     USG Corp. * (a)      532,224    
  1,100     Washington Group International, Inc.     64,207    
  2,000     WCI Communities, Inc. *      50,480    
      9,248,654    

 

See accompanying notes to the financial statements.

3


GMO U.S. Small/Mid Cap Value Fund

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

Shares   Description   Value ($)  
        Consumer Goods — 4.7%        
  5,200     Blyth, Inc.     115,856    
  4,600     Columbia Sportswear Co. * (a)      231,656    
  4,700     Ethan Allen Interiors, Inc.     191,337    
  2,500     Fossil, Inc. *      42,550    
  8,190     Furniture Brands International, Inc. (a)      202,457    
  4,600     Jones Apparel Group, Inc.     133,032    
  3,300     Kellwood Co. (a)      84,942    
  1,500     K-Swiss, Inc.-Class A     43,770    
  6,300     La-Z-Boy, Inc. (a)      100,485    
  11,000     Liz Claiborne, Inc.     396,330    
  700     Matthews International Corp.-Class A     25,998    
  8,100     Maytag Corp.     139,320    
  3,100     Multimedia Games, Inc. * (a)      32,829    
  2,800     Russell Corp.     39,984    
  2,700     Snap-On, Inc. (a)      105,084    
  1,700     Stanley Furniture Co., Inc.     43,350    
  1,946     Steven Madden, Ltd.     62,369    
  5,300     Timberland Co.-Class A *      185,765    
  5,300     Tupperware Corp.     112,307    
  4,600     Universal Corp.     187,082    
  1,000     Vector Group, Ltd. (a)      18,610    
  1,450     Wolverine World Wide, Inc.     31,987    
      2,527,100    
        Financial — 23.1%        
  300     Amerco *      26,652    
  5,900     American Capital Strategies, Ltd.     210,630    
  11,400     American Financial Group, Inc.     471,960    
  600     American Physicians Capital, Inc. *      29,574    
  5,100     AmeriCredit Corp. * (a)      150,450    
  6,300     AmerUs Group Co.     379,575    
  1,000     Argonaut Group, Inc. *      36,520    
  4,500     Arthur J. Gallagher & Co. (a)      132,705    
  8,900     Associated Banc Corp.     306,783    

 

See accompanying notes to the financial statements.

4


GMO U.S. Small/Mid Cap Value Fund

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

Shares   Description   Value ($)  
        Financial — continued        
  8,950     Astoria Financial Corp.     256,596    
  3,400     Bancorpsouth, Inc.     81,668    
  1,100     Central Pacific Financial Corp.     40,700    
  300     Ceres Group, Inc. *      1,623    
  5,400     Commerce Group, Inc.     291,654    
  600     Cullen/Frost Bankers, Inc.     33,072    
  4,098     Delphi Financial Group, Inc.-Class A     213,424    
  700     Dollar Thrifty Automotive Group, Inc. *      28,266    
  1,000     Downey Financial Corp. (a)      63,550    
  5,300     Erie Indemnity Co.-Class A     281,271    
  15,416     First American Corp.     649,939    
  600     First Citizens BancShares, Inc.-Class A     112,296    
  875     First Indiana Corp.     24,141    
  900     FirstFed Financial Corp. * (a)      54,009    
  8,800     Flagstar Bancorp, Inc.     135,960    
  1,300     FNB Corp., PA     21,437    
  800     FPIC Insurance Group, Inc. *      28,112    
  8,000     Fremont General Corp. (a)      189,760    
  27,500     Friedman Billings Ramsey Group, Inc.-Class A (a)      273,900    
  2,000     GATX Corp.     79,400    
  6,000     Genworth Financial, Inc.-Class A     190,920    
  3,900     Hanover Insurance Group (The), Inc.     188,955    
  7,350     HCC Insurance Holdings, Inc. (a)      236,597    
  1,000     Horace Mann Educators Corp.     18,650    
  28,111     IMPAC Mortgage Holdings, Inc. REIT (a)      233,602    
  4,900     IndyMac Bancorp, Inc.     190,218    
  1,800     Investors Financial Services Corp.     81,198    
  3,400     Irwin Financial Corp.     68,136    
  700     ITLA Capital Corp. *      32,396    
  4,073     Kansas City Life Insurance Co.     205,279    
  3,400     Landamerica Financial Group, Inc.     226,780    
  1,600     Leucadia National Corp. (a)      86,800    
  2,000     MAF Bancorp, Inc.     85,720    
  500     Mercury General Corp.     27,950    

 

See accompanying notes to the financial statements.

5


GMO U.S. Small/Mid Cap Value Fund

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

Shares   Description   Value ($)  
        Financial — continued        
  1,100     Nasdaq Stock Market, Inc. * (a)      44,561    
  5,500     Nationwide Financial Services, Inc.-Class A     235,730    
  8,457     Novastar Financial, Inc. REIT (a)      259,207    
  900     Odyssey Re Holdings Corp. (a)      21,132    
  2,000     Ohio Casualty Corp.     61,220    
  14,875     Old Republic International Corp.     316,689    
  1,500     Phoenix Cos. (The), Inc.     21,525    
  3,800     PMA Capital Corp.-Class A *      36,556    
  12,110     PMI Group (The), Inc. (a)      524,363    
  1,600     Pre-Paid Legal Services, Inc. (a)      57,776    
  900     ProAssurance Corp. *      46,161    
  9,800     Protective Life Corp.     477,750    
  5,700     Radian Group, Inc.     323,475    
  1,400     Raymond James Financial, Inc. (a)      60,172    
  7,800     Redwood Trust, Inc. REIT (a)      323,388    
  8,900     Reinsurance Group of America, Inc.     411,447    
  600     RLI Corp.     31,632    
  500     Safety Insurance Group, Inc.     21,615    
  3,900     Saxon Capital, Inc. REIT     38,805    
  1,100     Selective Insurance Group, Inc.     59,642    
  7,900     StanCorp Financial Group, Inc.     427,390    
  3,400     Stewart Information Services Corp. (a)      159,630    
  1,500     Student Loan Corp.     329,235    
  4,700     TCF Financial Corp.     119,192    
  200     Transatlantic Holdings, Inc.     12,228    
  3,200     Triad Guaranty, Inc. *      145,248    
  2,900     Trustmark Corp.     87,435    
  2,300     UICI     84,387    
  3,000     United Fire & Casualty Co.     107,370    
  2,300     United Rentals, Inc. * (a)      74,980    
  800     Unitrin, Inc.     38,680    
  2,400     Universal American Financial Corp. *      36,360    
  7,427     Washington Federal, Inc.     175,723    
  3,200     Webster Financial Corp.     150,880    

 

See accompanying notes to the financial statements.

6


GMO U.S. Small/Mid Cap Value Fund

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

Shares   Description   Value ($)  
        Financial — continued        
  1,200     Westcorp     86,220    
  1,700     Wilmington Trust Corp.     72,777    
  5,700     WR Berkley Corp.     329,973    
  900     Zenith National Insurance Corp.     46,348    
      12,335,730    
        Food & Beverage — 1.9%        
  4,300     Chiquita Brands International, Inc. (a)      74,046    
  2,100     Flowers Foods, Inc.     57,750    
  2,700     Molson Coors Brewing Co.-Class B     169,425    
  3,300     NBTY, Inc. *      72,270    
  1,250     Sanderson Farms, Inc.     29,150    
  188     Seaboard Corp.     280,872    
  6,800     Smithfield Foods, Inc. *      179,724    
  12,100     Tyson Foods, Inc.-Class A     163,713    
      1,026,950    
        Health Care — 7.8%        
  2,200     Albany Molecular Research Inc. *      22,198    
  4,200     Apria Healthcare Group *      96,558    
  4,400     BioScrip, Inc. *      31,548    
  2,200     Community Health Systems, Inc. *      83,424    
  1,000     DENTSPLY International, Inc.     56,990    
  12,700     Health Net, Inc. *      608,965    
  2,900     Henry Schein, Inc. *      135,285    
  900     Hologic, Inc. *      43,047    
  3,900     Humana, Inc. *      201,513    
  1,200     ICU Medical, Inc. *      42,120    
  2,100     Idexx Laboratories, Inc. *      165,018    
  1,200     Invacare Corp.     37,572    
  1,200     Invitrogen Corp. *      85,116    
  1,300     Kindred Healthcare, Inc. * (a)      28,106    
  25,000     King Pharmaceuticals, Inc. *      406,250    
  9,400     Lincare Holdings, Inc. *      384,460    

 

See accompanying notes to the financial statements.

7


GMO U.S. Small/Mid Cap Value 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        
  6,000     Omnicare, Inc.     365,100    
  6,300     Owens & Minor, Inc.     200,907    
  5,700     Pharmaceutical Product Development, Inc.     396,663    
  1,400     RehabCare Group, Inc. *      28,252    
  3,500     ResMed, Inc. *      142,065    
  2,200     Sunrise Senior Living, Inc. * (a)      78,012    
  3,300     Techne Corp. *      196,251    
  800     Triad Hospitals, Inc. *      34,448    
  4,180     Universal Health Services, Inc.-Class B     209,961    
  1,700     Watson Pharmaceuticals, Inc. *      50,966    
      4,130,795    
        Machinery — 1.3%        
  3,100     AGCO Corp. *      60,605    
  800     Cummins, Inc. (a)      86,624    
  3,000     Flowserve Corp. *      154,200    
  1,200     Gulfmark Offshore, Inc. *      32,904    
  700     Lufkin Industries, Inc.     36,232    
  1,200     NACCO Industries, Inc.-Class A     166,560    
  1,800     Oil States International, Inc. * (a)      62,154    
  1,875     RPC, Inc.     39,731    
  800     Terex Corp. *      63,320    
      702,330    
        Manufacturing — 2.2%        
  600     Barnes Group, Inc.     23,028    
  500     Carlisle Cos Inc.     39,300    
  1,000     Greif, Inc.-Class A     57,910    
  1,000     Harsco Corp. (a)      79,780    
  2,621     Kaman Corp.-Class A     59,523    
  2,900     Longview Fibre Co.     54,578    
  1,000     Mobile Mini, Inc. *      54,480    
  3,000     Mueller Industries, Inc.     99,030    
  5,500     Owens-IIlinois, Inc. *      103,070    

 

See accompanying notes to the financial statements.

8


GMO U.S. Small/Mid Cap Value Fund

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

Shares   Description   Value ($)  
        Manufacturing — continued        
  1,800     Pall Corp.     52,956    
  600     Reliance Steel & Aluminum Co.     49,434    
  4,400     Rock-Tenn Co.-Class A     57,728    
  4,800     SPX Corp. (a)      236,400    
  2,800     Temple-Inland, Inc.     119,476    
  1,700     Trinity Industries, Inc.     90,100    
      1,176,793    
        Metals & Mining — 0.4%        
  1,300     Arch Coal, Inc.     95,043    
  1,400     CONSOL Energy, Inc.     89,628    
  1,100     RTI International Metals, Inc. *      46,255    
      230,926    
        Oil & Gas — 2.1%        
  3,500     Ashland, Inc.     228,445    
  1,700     Giant Industries, Inc. * (a)      98,940    
  1,600     Helmerich & Payne, Inc.     105,232    
  600     Holly Corp.     35,820    
  1,000     Pogo Producing Co.     49,860    
  3,200     Stone Energy Corp. *      132,480    
  7,400     Tesoro Corp.     447,034    
      1,097,811    
        Primary Process Industry — 2.1%        
  1,500     Airgas, Inc.     54,585    
  7,500     Commercial Metals Co.     339,675    
  1,500     FMC Corp. *      91,215    
  1,400     HB Fuller Co.     56,840    
  2,800     Metal Management, Inc.     78,988    
  1,100     Olympic Steel, Inc.     28,996    
  800     Quanex Corp.     49,656    
  4,200     Ryerson Tull, Inc. (a)      106,008    
  2,500     Sensient Technologies Corp.     44,800    

 

See accompanying notes to the financial statements.

9


GMO U.S. Small/Mid Cap Value 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        
  1,800     Steel Technologies, Inc.     49,662    
  2,658     Stepan Co.     70,995    
  1,400     United States Steel Corp. (a)      76,300    
  4,400     Worthington Industries, Inc.     86,240    
      1,133,960    
        Retail Stores — 8.2%        
  700     99 Cents Only Stores *      7,966    
  1,500     Barnes & Noble, Inc.     64,605    
  8,800     BJ's Wholesale Club, Inc. *      278,608    
  1,700     Brown Shoe Co., Inc.     81,090    
  1,400     Building Materials Holding Corp. (a)      94,220    
  2,000     Casey's General Stores, Inc.     52,460    
  2,150     Cato Corp.-Class A     44,871    
  900     Charlotte Russe Holding, Inc. *      16,380    
  3,200     Chico's FAS, Inc. * (a)      150,560    
  1,300     Claire's Stores, Inc.     41,652    
  13,300     Dollar Tree Stores, Inc. *      364,686    
  3,000     Family Dollar Stores, Inc.     77,160    
  4,900     Great Atlantic & Pacific Tea Co. * (a)      158,074    
  5,000     Group 1 Automotive, Inc.     191,400    
  5,100     Ingles Markets, Inc.-Class A     84,201    
  6,200     Insight Enterprises, Inc. *      133,486    
  4,500     Lithia Motors, Inc.-Class A     144,180    
  1,900     Longs Drug Stores Corp.     72,903    
  3,000     Movie Gallery, Inc.     9,570    
  2,700     OfficeMax, Inc.     79,191    
  9,200     O'Reilly Automotive, Inc. *      301,024    
  2,200     Pantry (The), Inc. *      130,174    
  3,100     Pathmark Stores, Inc. *      31,186    
  2,000     Payless Shoesource, Inc. * (a)      47,400    
  6,500     Pier 1 Imports, Inc. (a)      68,445    
  5,600     RadioShack Corp. (a)      109,480    
  10,900     Rent-A-Center, Inc. *      254,406    

 

See accompanying notes to the financial statements.

10


GMO U.S. Small/Mid Cap Value 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        
  2,800     Retail Ventures, Inc. *      37,128    
  7,300     Ross Stores, Inc.     206,736    
  7,100     Sonic Automotive, Inc.     188,079    
  8,500     Supervalu, Inc.     268,600    
  2,500     Talbots, Inc.     66,650    
  1,600     Too, Inc. *      48,688    
  6,300     United Auto Group, Inc.     272,412    
  5,100     Williams-Sonoma, Inc. * (a)      206,499    
      4,384,170    
        Services — 6.7%        
  6,975     Applebee's International, Inc. (a)      161,402    
  950     Applied Industrial Technologies, Inc.     40,641    
  4,199     Aqua America, Inc.     120,679    
  900     Banta Corp.     43,839    
  8,800     BearingPoint, Inc. * (a)      78,408    
  1,900     Bob Evans Farms, Inc.     55,423    
  8,100     Brinker International, Inc.     337,365    
  1,200     CBRL Group, Inc. (a)      53,316    
  350     CEC Entertainment, Inc. *      11,396    
  5,500     Darden Restaurants, Inc.     230,670    
  3,150     Factset Research Systems, Inc.     123,323    
  4,500     Handleman Co.     44,235    
  400     Ihop Corp.     20,360    
  4,100     ITT Educational Services, Inc. *      254,200    
  3,120     Jack in the Box, Inc. *      124,800    
  1,200     Lamar Advertising Co. *      61,224    
  6,500     Manpower, Inc.     348,660    
  2,300     Nash Finch Co. (a)      71,300    
  1,800     O'Charley's, Inc. *      31,968    
  7,200     Outback Steakhouse, Inc.     301,032    
  3,700     Papa John's International, Inc. *      121,730    
  6,600     Performance Food Group Co. * (a)      193,842    
  4,400     Regis Corp.     168,432    

 

See accompanying notes to the financial statements.

11


GMO U.S. Small/Mid Cap Value Fund

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

Shares   Description   Value ($)  
        Services — continued        
  2,800     Ruby Tuesday, Inc. (a)      79,940    
  9,100     Ryan's Restaurant Group, Inc. *      120,211    
  5,700     Sabre Holdings Corp.     137,541    
  7,300     Service Corp. International     58,035    
  2,600     Valassis Communications, Inc. * (a)      71,630    
  3,100     World Fuel Services Corp.     93,930    
      3,559,532    
        Technology — 7.9%        
  1,300     AAR Corp. *      32,903    
  2,300     Advanced Digital Information Corp. *      19,918    
  1,600     Alliant Techsystems, Inc. * (a)      122,272    
  1,000     AO Smith Corp.     46,300    
  2,000     Applera Corp.-Applied Biosystems Group     56,540    
  10,404     Arrow Electronics, Inc. *      361,955    
  13,200     Avnet, Inc. *      331,716    
  4,700     AVX Corp.     77,832    
  9,500     BEA Systems, Inc. *      108,965    
  3,600     Bell Microproducts, Inc. *      21,636    
  1,300     Black Box Corp.     62,114    
  4,775     Brightpoint, Inc. *      135,085    
  1,200     Coherent, Inc. *      38,952    
  1,200     Cohu Inc.     25,344    
  16,700     Convergys Corp. *      290,079    
  1,700     Diebold, Inc.     68,000    
  1,900     Electronics for Imaging *      50,958    
  2,000     General Cable Corp. *      54,000    
  1,800     Greatbatch, Inc. *      39,798    
  1,800     Harris Corp.     82,224    
  1,400     Hutchinson Technology, Inc. * (a)      38,514    
  22,450     Ingram Micro, Inc.-Class A *      444,061    
  2,800     Integrated Device Technology, Inc. *      41,580    
  2,000     International Rectifier Corp. *      74,200    
  3,200     Intersil Corp.-Class A (a)      90,688    

 

See accompanying notes to the financial statements.

12


GMO U.S. Small/Mid Cap Value Fund

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

Shares   Description   Value ($)  
        Technology — continued        
  3,400     JDA Software Group, Inc. *      46,682    
  3,300     Kopin Corp. *      14,355    
  4,600     LSI Logic Corp. * (a)      44,850    
  3,000     Mantech International Corp.-Class A *      84,300    
  2,500     Maximus, Inc.     91,275    
  2,300     MKS Instruments Inc. *      51,428    
  2,700     Plexus Corp. *      90,612    
  4,600     Pomeroy IT Solutions, Inc. *      42,780    
  5,500     QLogic Corp. *      226,270    
  700     Sybron Dental Specialties, Inc. *      26,782    
  4,600     SYKES Enterprises, Inc. *      61,272    
  7,797     Tech Data Corp. *      323,809    
  700     Teleflex Inc     45,255    
  2,800     Teradyne, Inc. *      47,012    
  8,100     Unisys Corp. *      54,108    
  3,600     United Stationers, Inc. *      178,200    
  900     Varian Semiconductor Equipment Associates, Inc. *      42,444    
      4,187,068    
        Transportation — 2.0%        
  1,700     Alaska Air Group, Inc. *      54,485    
  16,800     AMR Corp. * (a)      421,680    
  1,100     Arkansas Best Corp.     45,716    
  8,100     Continental Airlines, Inc.-Class B * (a)      188,730    
  8,000     ExpressJet Holdings, Inc. *      60,160    
  3,100     Mesa Air Group, Inc. *      35,402    
  1,000     Overseas Shipholding Group, Inc.     50,570    
  1,800     SCS Transportation, Inc. *      48,654    
  2,600     Skywest, Inc.     75,322    
  2,103     US Airways Group, Inc. *      69,588    
  1,000     US Xpress Enterprises, Inc.-Class A *      17,060    
      1,067,367    

 

See accompanying notes to the financial statements.

13


GMO U.S. Small/Mid Cap Value Fund

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

Shares /
Par Value ($)		   Description   Value ($)  
        Utility — 6.1%        
  4,500     Alliant Energy Corp.     148,950    
  1,100     Black Hills Corp.     38,027    
  42,200     Centerpoint Energy, Inc.     547,334    
  4,400     Centurytel, Inc.     158,315    
  1     ClearOne Communications, Inc. *      2    
  12,700     CMS Energy Corp. *      178,816    
  7,500     Duquesne Light Holdings, Inc.     130,125    
  5,700     Energy East Corp.     142,842    
  5,100     Great Plains Energy, Inc.     144,840    
  2,200     MDU Resources Group, Inc.     77,550    
  2,326     National Fuel Gas Co.     75,316    
  5,800     Northeast Utilities     113,796    
  5,600     NSTAR     164,416    
  20,500     Pepco Holdings, Inc.     487,285    
  4,300     Pinnacle West Capital Corp.     176,515    
  4,900     Puget Energy, Inc.     105,644    
  1,800     SCANA Corp.     73,404    
  3,000     Sierra Pacific Resources *      42,720    
  2,700     Talk America Holdings, Inc. *      23,031    
  19,300     TECO Energy, Inc. (a)      329,258    
  5,900     Time Warner Telecom, Inc.-Class A *      74,517    
  900     Unisource Energy Corp.     27,369    
      3,260,072    
    TOTAL COMMON STOCKS (COST $45,445,434)     51,554,321    
        SHORT-TERM INVESTMENT(S) — 28.4%        
  453,243     American Beacon Money Market Fund (b)      453,243    
  1,473,039     BGI Institutional Money Market Fund (b)      1,473,039    
  1,813,519     Citrgroup Global Markets Repurchase Agreement, 02/28/06, due
03/01/06, with a maturity value of $1,813,671 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 accured interest,
of $1,849,790.		     1,813,519    

 

See accompanying notes to the financial statements.

14


GMO U.S. Small/Mid Cap Value Fund

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

Shares /
Par Value ($)		   Description   Value ($)  
        SHORT-TERM INVESTMENT(S) — continued        
  679,864     Fortis Bank Eurodollar Term Fixed Rate Yankee Certificate of Deposit,
4.53%, due 03/23/06 (b) 		     679,864    
  2,266,214     Goldman Sachs Group Inc. Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $2,266,504 and an effective yield of
4.60%, collateralized by various corporate debt obligations with an
aggregate market value of $2,311,538. (b) 		     2,266,214    
  2,039,593     Merrill Lynch & Co. Tri Party Repurchase Agreement, dated 02/28/06, due
03/02/06, with a maturity value of $2,039,851 and an effective yield of
4.55%, collateralized by various U.S. government obligations with an
aggregate market value of $2,092,342. (b) 		     2,039,593    
  453,243     Merrimac Cash Series-Premium Class (b)      453,243    
  1,652,619     Morgan Stanley & Co. Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $1,652,828 and an effective yield of
4.55%, collateralized by various U.S. government obligations with an
aggregate market value of $1,685,681. (b) 		     1,652,619    
  1,359,728     National Australia Bank Eurodollar Overnight Time Deposit,
4.56%, due 03/01/06 (b) 		     1,359,728    
  906,486     Rabobank Nederland Eurodollar Overnight Time Deposit, 4.52%,
due 03/01/06 (b) 		     906,486    
  679,864     Royal Bank of Scotland Eurodollar Term Fixed Rate Yankee
Certificate of Deposit, 4.55%, due 03/31/06 (b) 		     679,864    
  1,393,242     Svenska Handlesbanken Eurodollar Overnight Time Deposit,
4.57%, due 03/01/06 (b) 		     1,393,242    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $15,170,654)     15,170,654    
    TOTAL INVESTMENTS — 125.0%
(Cost $60,616,088)		     66,724,975    
        Other Assets and Liabilities (net) — (25.0%)     (13,335,675 )  
    TOTAL NET ASSETS — 100.0%   $ 53,389,300    

 

See accompanying notes to the financial statements.

15


GMO U.S. Small/Mid Cap 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:

Futures Contracts

Number of
Contracts		   Type   Expiration Date   Contract
Value		   Net Unrealized
Appreciation
(Depreciation)		  
  Buys                            
  2     Russell 2000   March 2006   $ 732,000     $ 15,464    

 

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:

REIT - Real Estate Investment Trust

*  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.

16



GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value, including securities on loan of $12,672,587
(cost $60,616,088) (Note 2)		   $ 66,724,975    
Dividends and interest receivable     64,176    
Receivable for collateral on open futures contracts (Note 2)     27,000    
Receivable for expenses reimbursed by Manager (Note 3)     19,880    
Miscellaneous receivable     45    
Total assets     66,836,076    
Liabilities:  
Collateral on securities loaned (Note 2)     13,357,135    
Payable to affiliate for (Note 3):  
Management fee     12,733    
Shareholder service fee     6,161    
Trustees and Chief Compliance Officer fees     249    
Payable for variation margin on open futures contracts (Note 2)     8,800    
Accrued expenses     61,698    
Total liabilities     13,446,776    
Net assets   $ 53,389,300    
Net assets consist of:  
Paid-in capital   $ 43,683,421    
Accumulated undistributed net investment income     327,818    
Accumulated net realized gain     3,253,710    
Net unrealized appreciation     6,124,351    
    $ 53,389,300    
Net assets attributable to:  
Class III shares   $ 53,389,300    
Shares outstanding:  
Class III     5,073,222    
Net asset value per share:  
Class III   $ 10.52    

 

See accompanying notes to the financial statements.

17


GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)


Statement of Operations — Year ended February 28, 2006

Investment Income:  
Dividends   $ 1,301,307    
Interest (including securities lending income of $72,423)     122,695    
Total investment income     1,424,002    
Expenses:  
Management fee (Note 3)     208,851    
Shareholder service fee – Class III (Note 3)     97,295    
Custodian, fund accounting agent and transfer agent fees     36,714    
Audit and tax fees     68,400    
Legal fees     13,354    
Trustees fees and related expenses (Note 3)     3,394    
Registration fees     1,456    
Miscellaneous     5,821    
Total expenses     435,285    
Fees and expenses reimbursed by Manager (Note 3)     (123,579 )  
Net expenses     311,706    
Net investment income (loss)     1,112,296    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     13,012,558    
Closed futures contracts     130,187    
Net realized gain (loss)     13,142,745    
Change in net unrealized appreciation (depreciation) on:  
Investments     (7,264,415 )  
Open futures contracts     22,566    
Net unrealized gain (loss)     (7,241,849 )  
Net realized and unrealized gain (loss)     5,900,896    
Net increase (decrease) in net assets resulting from operations   $ 7,013,192    

 

See accompanying notes to the financial statements.

18


GMO U.S. Small/Mid Cap 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)   $ 1,112,296     $ 1,383,615    
Net realized gain (loss)     13,142,745       30,048,028    
Change in net unrealized appreciation (depreciation)     (7,241,849 )     (25,127,123 )  
Net increase (decrease) in net assets from operations     7,013,192       6,304,520    
Distributions to shareholders from:  
Net investment income  
Class III     (1,236,378 )     (1,320,881 )  
Net realized gains  
Class III     (14,949,675 )     (39,426,031 )  
      (16,186,053 )     (40,746,912 )  
Net share transactions (Note 7):  
Class III     (17,720,121 )     (65,419,740 )  
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     197,785       678,238    
Total increase (decrease) in net assets resulting from
net share transactions and net purchase premiums  
and redemption fees		     (17,522,336 )     (64,741,502 )  
Total increase (decrease) in net assets     (26,695,197 )     (99,183,894 )  
Net assets:  
Beginning of period     80,084,497       179,268,391    
End of period (including accumulated undistributed net
investment income of $327,818 and $505,375,
respectively)		   $ 53,389,300     $ 80,084,497    

 

See accompanying notes to the financial statements.

19



GMO U.S. Small/Mid Cap 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   $ 12.38     $ 15.51     $ 9.81     $ 14.91     $ 13.86    
Income (loss) from investment operations:  
Net investment income (loss)     0.20 †      0.19 †      0.17       0.18       0.23    
Net realized and unrealized gain (loss)     1.11       1.32       5.78       (2.74 )     1.58    
Total from investment operations     1.31       1.51       5.95       (2.56 )     1.81    
Less distributions to shareholders:  
From net investment income     (0.21 )     (0.16 )     (0.15 )     (0.17 )     (0.21 )  
From net realized gains     (2.96 )     (4.48 )     (0.10 )     (2.37 )     (0.55 )  
Total distributions     (3.17 )     (4.64 )     (0.25 )     (2.54 )     (0.76 )  
Net asset value, end of period   $ 10.52     $ 12.38     $ 15.51     $ 9.81     $ 14.91    
Total Return(a)      11.67 %     14.98 %     61.14 %     (18.58 )%     13.39 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 53,389     $ 80,084     $ 179,268     $ 146,915     $ 313,596    
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		     1.71 %     1.48 %     1.21 %     1.21 %     1.60 %  
Portfolio turnover rate     48 %     66 %     86 %     69 %     59 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:		     0.19 %     0.12 %     0.08 %     0.08 %     0.04 %  
Purchase premiums and redemption fees
consisted of the following per share amounts:		   $ 0.04     $ 0.09     $ 0.04     $ 0.08     $ 0.01    

 

(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 shareholders.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

20



GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO U.S. Small/Mid Cap 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 commenced operations following an in-kind purchase of shares by GMO Small/Mid Cap Value Fund (formerly GMO Small Cap Value Fund) ("Predecessor Fund") effected as of the close of business on September 16, 2005 ("Purchase Date"). For tax purposes, this reorganization met all requirements for a tax-free reorganization under the Internal Revenue Code, and consequently the Fund retained the Predecessor Fund's basis and holding period in each asset contributed in-kind. For accounting purposes, the Fund also recorded a cost for each in-kind asset contributed by the Predecessor Fund equal to such asset's historical cost. For tax and accounting purposes, the Fund is treated as a continuation of the Predecessor Fund's operations. Therefore, the Statement of Operations is shown for the entire fiscal year ending February 28, 2006, the Statements of Changes in Net Assets are shown for the entire fiscal years ending February 28, 2006 and 2005, and the Financial Highlights are shown for each of the fiscal years ending February 28/29, 2006, 2005, 2004, 2003 and 2002.

The Fund seeks long-term capital growth. The Fund's benchmark is the Russell 2500 Value 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

21


GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)

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

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 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 reco gnized 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 fa lls 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.

22


GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)

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

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 p erform 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 o pen 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, t he Fund had loaned securities having a market value of $12,672,587 collateralized by cash in the amount of $13,357,135, which was invested in short-term instruments.

23


GMO U.S. Small/Mid Cap Value 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 character of distributions paid was as follows: ordinary income - $3,683,108 and $15,237,069, respectively and long-term capital gains - $12,502,945 and $25,509,843, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $1,302,633 and $2,453,306 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)		  
$ 60,775,035     $ 9,106,689     $ (3,156,749 )   $ 5,949,940    

 

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 adjustments related to the real estate investment trust holdings and redemption in-kind transactions. Net gains resulting from in-kind transactions were $26,002. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income		   Accumulated Net
Realized Gain		   Paid-in Capital  
$ (53,475 )   $ 27,474     $ 26,001    

 

24


GMO U.S. Small/Mid Cap Value 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. 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 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. For the year ended February 28, 2006, the Fund received $22,512 in purchase premiums and $175,273 in redemption fees, respectively. There is no premium for reinvested distributions or in-kind transactions.

3.  Fees and other transactions with affiliates

Effective September 16, 2005, GMO earns a management fee paid monthly at the annual rate of 0.31% of the Fund's average daily net assets. Prior to September 16, 2005, GMO earned a management fee paid monthly at the annual rate of 0.33% of the Predecessor Fund's average daily net assets (See Note 1). 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.

Effective September 16, 2005, 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

25


GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)

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

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 0.31% of average daily net assets. Prior to September 16, 2005, the rate was 0.33% of the Predecessor Fund's average daily net assets.

The Fund's portion of the fee paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $1,444 and $398, 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 $30,255,660 and $59,075,014, 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, 50.2% 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, 0.1% of the Fund's shares were held by eight related parties comprised of certain GMO employee accounts, and 62.7% of the Fund's shares were held by accounts for which the Manager has investment discretion.

26


GMO U.S. Small/Mid Cap 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 and Predecessor Fund shares were as follows (See Note 1):

    Year Ended
February 28, 2006		   Year Ended
February 28, 2005		  
Class III:   Shares   Amount   Shares   Amount  
Shares sold     422,099     $ 4,921,114       1,651,363     $ 21,168,002    
Shares issued to shareholders
in reinvestment of distributions		     1,457,928       15,854,092       3,397,583       40,265,442    
Shares repurchased     (3,031,732 )     (35,529,983 )     (10,134,287 )     (126,853,184 )  
Redemption in kind     (245,909 )     (2,965,344 )     —       —    
Purchase premiums and
redemption fees		     —       197,785       —       678,238    
Net increase (decrease)     (1,397,614 )   $ (17,522,336 )     (5,085,341 )   $ (64,741,502 )  

 

27



Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO U.S. Small/Mid Cap 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 U.S. Small/Mid Cap 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 Acco unting 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.

As described in Note 1 to the financial statements, the Fund is the successor to GMO Small/Mid Cap Value Fund (formerly GMO Small Cap Value Fund) and includes the operations of GMO Small/Mid Cap Value Fund (formerly GMO Small Cap Value Fund) for periods prior to September 16, 2005.

PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2006

28


GMO U.S. Small/Mid Cap 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 months 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     0.48 %   $ 1,000.00     $ 1,044.90     $ 2.43    
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.

29


GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)


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

The Fund's distributions to shareholders include $12,502,945 from long-term capital gains.

For taxable, non-corporate shareholders, 19.92% 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, 19.14% 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, $81,953 and $1,324,679, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

30


GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement
February 28, 2006 (Unaudited)

In determining to approve the initial investment management agreement for the Fund, the Trustees, each of whom is not an "interested person" of the Trust, considered information that they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The Trustees met on June 28, 2005 to discuss the materials provided by the Manager for purposes of considering the Manager's proposal to establish the Fund, as well as seven other funds of the Trust, as new series of the Trust and the proposed new investment management agreements between the Trust, on behalf of each such fund, and the Manager. The investment management agreement for each fund was considered separately; however, the Trustees noted the common interests of the funds. As discussed below, at meetings throughout the year, the Trustees also considered other information relevant to their approval of the Fund's investment management agreement. Matters considered by the Trustees included the following:

The Trustees considered that they had met with the Fund's investment advisory personnel over the course of the year. The Trustees also considered information provided by the Manager relating to the education, experience, and number of investment professionals and other personnel who will provide services under the Fund's investment management agreement. The Trustees also received information concerning the investment philosophy and investment process to be applied by the Manager in managing the Fund, and evaluated the level of skill required to manage the Fund. In connection with that information, the Trustees considered the Manager's in-house research capabilities as well as other resources available to the Manager's personnel. The Trustees also took into account the time and attention to be devoted by senior management to the Fund. The Trustees considered the business reputation of the Manager, its financial resources and its professional liability insurance coverage.

Since the Fund had not yet commenced operations, the Trustees were unable to consider its performance. However, the Trustees considered the performance of an existing fund of the Trust with a comparable investment program (the "Predecessor Fund").1 The Trustees noted the generally positive performance of the Predecessor Fund over various time periods. The Trustees also considered the competence of the personnel responsible for managing the Predecessor Fund, the support those personnel received from the Manager, the investment techniques used to manage the Predecessor Fund, and the overall competence of the Manager.

The Trustees gave substantial consideration to the fees payable under the Fund's investment management agreement. The Trustees considered that the Fund's advisory fee and projected expense ratio were lower than the advisory fee and expense ratio of the Predecessor Fund. The Trustees reviewed information prepared by Lipper Inc. concerning fees paid to investment managers of funds with similar objectives, and noted that the advisory fee and projected expense ratio of the Fund compared very favorably to those of most other comparable funds included in the Lipper data. The Fund's advisory fee ranked in the first quintile in its Lipper-determined expense group. In addition, the Fund's total expense ratio for its Class III Shares ranked in the first quintile in its Lipper-determined expense group. In evaluating the Fund's advisory fee, the

1  For tax, accounting and performance reporting purposes, the Fund is treated as a continuation of the Predecessor Fund's operations.

31


GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement — (Continued)
February 28, 2006 (Unaudited)

Trustees also took into account the sophistication of the investment techniques to be used to manage the Fund, and reviewed information provided by the Manager regarding fees paid by its separate account clients and non-proprietary mutual fund clients. Since the Fund had not yet commenced operations, the Trustees were unable to review the Manager's profitability with respect to the Fund. The Trustees had, however, considered the Manager's profitability with respect to the Predecessor Fund in approving the continuance of the management contract for the Predecessor Fund, and they noted the management fee payable by the Fund would be lower than that paid by the Predecessor Fund. The Trustees did, moreover, consider both the actual dollar amount of fees to be paid by the Fund directly to the Manager and the so-called "fallout benefits" to the Manager such as the receipt of shareholder servicing fees pursuant to the Trust's servicing agreements, and reputational value to be derived from serving as investment manager to the Fund. The Trustees regarded the ability of the funds of the Trust to establish a public record of their performance also to be a fallout benefit to the Manager because of the opportunity that record creates for the Manager to increase assets under management by, for example, attracting new clients, expanding existing client relationships and becoming a subadviser under arrangements in which the funds of the Trust would be advised and distributed by an organization with strong retail sales capabilities. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the agreement, that the advisory fee to be charged to the Fund was reasonable.

The Trustees also considered the quality of the services to be provided by the Manager to the Fund. The Trustees evaluated the Manager's record with respect to regulatory compliance and compliance with the investment policies of other funds of the Trust. The Trustees also evaluated the procedures of the Manager designed to fulfill the Manager's fiduciary duty to the Fund with respect to possible conflicts of interest, including the Manager's code of ethics (regulating the personal trading and business conduct of its officers and employees), the procedures by which the Manager allocates trades among its investment advisory clients, the Manager's and the Fund's proxy voting policies and procedures, the integrity of the systems in place to ensure compliance with the foregoing, and the record of the Manager in these matters. The Trustees also received information concerning the standards of the Manager with respect to the execution of portfolio transactions.

The Trustees considered the scope of the services to be provided by the Manager to the Fund under the investment management agreement and shareholder service agreement. The Trustees noted that the standard of care set forth in the investment management agreement was comparable to that found in most mutual fund investment management agreements. The Trustees noted that the scope of the Manager's services to the Fund would be consistent with the Fund's operational requirements, including, in addition to seeking to achieve the Fund's investment objective, compliance with the Fund's investment restrictions, tax and reporting requirements, and related shareholder services. The Trustees considered the Manager's management of non-advisory services to be provided by persons other than the Manager, considering, among other things, the Fund's estimated total expenses and the reputation of the Fund's other service providers.

32


GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement — (Continued)
February 28, 2006 (Unaudited)

After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the agreement, that the nature, extent, and quality of services to be provided supported the approval of the agreement.

At the end of the meeting of the Trustees on June 28, 2005, the Trustees, each of whom is not an "interested person" of the Trust, based on their evaluation of all factors that they deemed to be material, including those factors described above, approved the Fund's initial investment management agreement for an initial period ending on the second anniversary of the agreement's execution.

33


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.

34


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.

35


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.

36


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.

37



GMO U.S. 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 www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund votes proxies relating to portfolio securities during the most recent 12-month period ended June 30 is or will be available at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund will file 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 will be available on the Commission's website at www.sec.gov. The Fund's Form N-Q (when available) 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 U.S. Growth 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. Growth Fund returned +5.6% for the fiscal year ended February 28, 2006, as compared to +9.5% for the Russell 1000 Growth Index. 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 portfolio performance for the period. An overweight position in oil & gas, and underweight positions in food & beverage and manufacturing proved to be the largest sources of positive performance. Overall relative returns were hindered by overweight positions in the health care and retail stores sectors as well as an underweight position in transportation.

Stock selection was also negative for the year, although the portfolio benefited from robust selections among health care issues. Stocks that detracted from relative performance included technology and oil & gas securities.

During the period, both the momentum and valuation stock selection strategies detracted from overall relative 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. Performance for different classes 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.

†   The Fund is the successor to the GMO Growth Fund, therefore, performance for the periods prior to September 16, 2005 is that of GMO Growth Fund.


GMO U.S. Growth Fund

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

Asset Class Summary   % of Total Net Assets  
Common Stocks     96.5 %  
Short-Term Investment(s)     11.8    
Rights and Warrants     0.0    
Futures     0.0    
Other     (8.3 )  
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Health Care     27.9 %  
Technology     25.0    
Retail Stores     14.3    
Financial     7.7    
Consumer Goods     7.4    
Machinery     3.5    
Services     3.4    
Oil & Gas     2.9    
Food & Beverage     2.4    
Utility     2.1    
Manufacturing     1.0    
Construction     0.9    
Automotive     0.7    
Transportation     0.7    
Metals & Mining     0.1    
      100.0 %  

 

1



GMO U.S. Growth Fund

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

Shares   Description   Value ($)  
    COMMON STOCKS — 96.5%  
    Automotive — 0.7%  
  41,400     Harley-Davidson, Inc.     2,173,914    
  5,600     Johnson Controls, Inc.     399,112    
  26,100     Oshkosh Truck Corp.     1,480,653    
      4,053,679    
    Construction — 0.9%  
  14,000     D.R. Horton, Inc.     477,540    
  15,600     Jacobs Engineering Group, Inc. *      1,337,544    
  13,100     KB Home     878,093    
  4,300     Lennar Corp.-Class A     257,398    
  14,600     Martin Marietta Materials, Inc.     1,423,500    
  10,000     Ryland Group, Inc. (a)      697,500    
  3,600     Simon Property Group, Inc. REIT (a)      298,692    
      5,370,267    
    Consumer Goods — 7.1%  
  395,884     Altria Group, Inc.     28,464,060    
  89,149     Bebe Stores, Inc.     1,530,688    
  12,300     Black & Decker Corp.     1,052,634    
  25,800     Coach, Inc. *      921,576    
  26,800     Colgate-Palmolive Co.     1,460,064    
  6,100     Columbia Sportswear Co. * (a)      307,196    
  11,500     Herman Miller, Inc.     347,185    
  10,800     HNI Corp.     629,532    
  17,000     Maytag Corp.     292,400    
  24,600     Mohawk Industries, Inc. *      2,128,146    
  9,900     Newell Rubbermaid, Inc.     246,213    
  6,600     Nike, Inc.     572,748    
  56,900     Procter & Gamble Co.     3,410,017    
  9,700     Whirlpool Corp.     870,963    
      42,233,422    

 

See accompanying notes to the financial statements.

2


GMO U.S. Growth Fund

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

Shares   Description   Value ($)  
    Financial — 7.4%  
  137,200     Aflac, Inc.     6,345,500    
  14,100     AMBAC Financial Group, Inc.     1,059,615    
  97,400     American International Group, Inc.     6,463,464    
  10,900     CB Richard Ellis Group, Inc.-Class A *      748,612    
  496,800     Charles Schwab Corp. (The)     8,053,128    
  6,100     Chubb Corp.     584,075    
  9,800     E*Trade Financial Corp. *      250,684    
  30,400     Eaton Vance Corp.     856,672    
  15,400     Equifax, Inc.     564,256    
  10,400     Fair Isaac Corp.     443,248    
  85,695     Fannie Mae     4,685,803    
  20,200     Franklin Resources, Inc.     2,074,136    
  3,400     Goldman Sachs Group, Inc.     480,386    
  25,500     Legg Mason, Inc.     3,330,045    
  17,300     Lehman Brothers Holdings, Inc.     2,524,935    
  24,500     Marsh & McLennan Cos., Inc.     757,295    
  14,400     Mellon Financial Corp.     519,696    
  3,500     MGIC Investment Corp.     223,125    
  4,600     Progressive Corp. (The)     494,270    
  9,600     Radian Group, Inc.     544,800    
  8,000     State Street Corp.     499,840    
  98,700     TD Ameritrade Holding Corp.     2,147,712    
  6,700     WR Berkley Corp.     387,863    
      44,039,160    
    Food & Beverage — 2.3%  
  151,700     Coca-Cola Co. (The)     6,366,849    
  6,200     Dean Foods Co. *      232,314    
  122,300     PepsiCo, Inc.     7,229,153    
      13,828,316    

 

See accompanying notes to the financial statements.

3


GMO U.S. Growth Fund

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

Shares   Description   Value ($)  
    Health Care — 26.9%  
  107,400     Abbott Laboratories     4,744,932    
  137,600     Aetna, Inc.     7,017,600    
  33,600     Allergan, Inc.     3,637,536    
  30,500     American Pharmaceutical Partners, Inc. * (a)      922,320    
  31,400     AmerisourceBergen Corp.     1,444,086    
  43,100     Amgen, Inc. *      3,253,619    
  31,800     Barr Pharmaceuticals, Inc. *      2,136,324    
  98,200     Cardinal Health, Inc. (a)      7,129,320    
  12,100     Caremark Rx, Inc. *      601,975    
  49,000     Cerner Corp. * (a)      2,039,870    
  9,700     Cigna Corp.     1,190,675    
  18,100     Coventry Health Care, Inc. *      1,079,122    
  102,300     Express Scripts, Inc. *      8,927,721    
  97,300     Forest Laboratories, Inc. * (a)      4,466,070    
  134,500     Genentech, Inc. *      11,525,305    
  32,700     Gilead Sciences, Inc. *      2,036,229    
  89,500     HCA, Inc.     4,287,050    
  45,700     Health Net, Inc. *      2,191,315    
  15,500     Hospira, Inc. *      615,350    
  12,700     Humana, Inc. *      656,209    
  6,900     Invitrogen Corp. *      489,417    
  38,064     Johnson & Johnson     2,194,390    
  5,700     Kyphon, Inc. * (a)      203,547    
  65,800     Lincare Holdings, Inc. *      2,691,220    
  119,900     McKesson Corp.     6,490,187    
  39,500     Medco Health Solutions, Inc. *      2,200,940    
  14,800     Medtronic, Inc.     798,460    
  5,800     Mentor Corp.     249,632    
  531,000     Merck & Co., Inc.     18,510,660    
  25,400     Omnicare, Inc.     1,545,590    
  532,176     Pfizer, Inc.     13,937,689    
  30,700     Pharmaceutical Product Development, Inc. (a)      2,136,413    
  8,500     Respironics, Inc. *      309,060    
  49,500     St. Jude Medical, Inc. *      2,257,200    

 

See accompanying notes to the financial statements.

4


GMO U.S. Growth 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  
  19,700     Stryker Corp.     910,534    
  531,700     UnitedHealth Group, Inc.     30,960,891    
  14,000     Universal Health Services, Inc.-Class B     703,220    
  76,000     Wyeth     3,784,800    
      160,276,478    
    Machinery — 3.4%  
  36,700     Baker Hughes, Inc.     2,494,499    
  34,800     BJ Services Co.     1,089,588    
  138,900     Caterpillar, Inc.     10,150,812    
  21,500     Cooper Cameron Corp. *      870,750    
  25,500     Grant Prideco, Inc. *      1,031,985    
  42,200     Halliburton Co.     2,869,600    
  14,700     Joy Global, Inc.     757,932    
  21,400     Smith International, Inc. (a)      828,822    
      20,093,988    
    Manufacturing — 0.9%  
  63,400     General Electric Co.     2,083,958    
  15,800     ITT Industries, Inc.     829,500    
  3,900     Mine Safety Appliances Co.     155,415    
  8,500     Precision Castparts Corp.     450,840    
  14,500     Timken Co.     415,860    
  27,700     United Technologies Corp.     1,620,450    
      5,556,023    
    Metals & Mining — 0.1%  
  8,600     CONSOL Energy, Inc.     550,572    
    Oil & Gas — 2.8%  
  58,400     Burlington Resources, Inc.     5,266,512    
  82,700     EOG Resources, Inc. (a)      5,573,980    
  6,800     Exxon Mobil Corp.     403,716    
  20,100     Frontier Oil Corp.     929,625    

 

See accompanying notes to the financial statements.

5


GMO U.S. Growth 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  
  15,000     Helmerich & Payne, Inc.     986,550    
  57,900     Patterson-UTI Energy, Inc.     1,595,145    
  11,700     Sunoco, Inc. (a)      866,970    
  5,500     Tesoro Corp.     332,255    
  9,500     Unit Corp. *      505,115    
  8,200     Valero Energy Corp.     441,078    
      16,900,946    
    Primary Process Industry — 0.0%  
  3,700     Millipore Corp. * (a)      256,521    
    Retail Stores — 13.8%  
  57,800     Advance Auto Parts *      2,390,030    
  15,700     Autozone, Inc. *      1,517,876    
  107,800     Bed Bath & Beyond, Inc. *      3,885,112    
  50,900     Chico's FAS, Inc. *      2,394,845    
  104,200     Dollar General Corp.     1,815,164    
  40,800     Dollar Tree Stores, Inc. *      1,118,736    
  17,300     eBay, Inc. *      693,038    
  6,900     Fastenal Co.     302,979    
  691,100     Home Depot, Inc.     29,129,865    
  5,700     JC Penney Co., Inc.     334,248    
  125,900     Kroger Co. *      2,523,036    
  245,034     Lowe's Cos., Inc. (a)      16,706,418    
  12,000     Men's Wearhouse, Inc. *      375,840    
  84,300     Nordstrom, Inc.     3,203,400    
  36,000     O'Reilly Automotive, Inc. *      1,177,920    
  47,700     Rent-A-Center, Inc. *      1,113,318    
  7,200     Supervalu, Inc.     227,520    
  38,300     Target Corp.     2,083,520    
  12,100     Tiffany & Co.     449,273    
  52,760     TJX Cos., Inc.     1,292,092    
  62,100     Walgreen Co.     2,785,806    

 

See accompanying notes to the financial statements.

6


GMO U.S. Growth 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  
  149,400     Wal-Mart Stores, Inc.     6,776,784    
  1,300     Weis Markets, Inc.     58,058    
      82,354,878    
    Services — 3.3%  
  35,500     Applebee's International, Inc. (a)      821,470    
  27,300     Brinker International, Inc. (a)      1,137,045    
  45,700     Cablevision Systems Corp.-Class A *      1,199,625    
  15,900     Copart, Inc. *      410,856    
  55,700     Darden Restaurants, Inc.     2,336,058    
  8,700     Getty Images, Inc. * (a)      704,961    
  6,100     Iron Mountain, Inc. *      266,570    
  22,800     Marriott International, Inc.-Class A     1,559,520    
  47,600     McDonald's Corp.     1,661,716    
  25,100     McGraw-Hill, Inc.     1,332,559    
  11,900     Moody's Corp.     797,300    
  16,200     Outback Steakhouse, Inc.     677,322    
  7,600     Panera Bread Co.-Class A *      538,536    
  17,300     Robert Half International, Inc.     621,416    
  29,400     Sonic Corp. *      929,334    
  8,300     Starwood Hotels & Resorts Worldwide, Inc.     527,050    
  17,600     Sysco Corp.     529,584    
  49,700     Wendy's International, Inc.     2,877,630    
  9,900     Yum! Brands, Inc.     472,230    
      19,400,782    
    Technology — 24.1%  
  29,200     Adobe Systems, Inc.     1,127,704    
  16,600     ADTRAN, Inc. (a)      456,832    
  21,300     Affiliated Computer Services, Inc.-Class A * (a)      1,340,196    
  114,400     Agilent Technologies, Inc. *      4,118,400    
  9,600     Alliance Data Systems Corp. *      415,296    
  57,400     American Power Conversion Corp.     1,172,682    
  3,400     Anteon International Corp. *      187,986    

 

See accompanying notes to the financial statements.

7


GMO U.S. Growth Fund

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

Shares   Description   Value ($)  
    Technology — continued  
  50,000     Apple Computer, Inc. *      3,427,000    
  66,900     Applied Materials, Inc.     1,226,946    
  32,104     Autodesk, Inc.     1,208,716    
  68,700     BEA Systems, Inc. *      787,989    
  36,900     Boeing Co.     2,682,261    
  72,300     Broadcom Corp.-Class A *      3,260,007    
  66,000     CNET Networks, Inc. *      913,440    
  11,100     Cognizant Technologies Solutions Corp. *      639,471    
  13,300     Comverse Technology, Inc. *      382,508    
  160,500     Corning, Inc. *      3,917,805    
  700,400     Dell, Inc. *      20,311,600    
  18,000     Emulex Corp. *      320,400    
  80,700     First Data Corp.     3,641,991    
  24,100     Fiserv, Inc. *      1,000,150    
  3,900     General Dynamics Corp.     480,753    
  10,400     Global Payments, Inc.     541,424    
  48,600     Goodrich Corp.     2,033,424    
  14,900     Google, Inc.-Class A *      5,403,038    
  33,200     Harris Corp.     1,516,576    
  20,800     Ingram Micro, Inc.-Class A *      411,424    
  1,181,808     Intel Corp.     24,345,245    
  84,600     International Business Machines Corp.     6,788,304    
  22,700     International Rectifier Corp. *      842,170    
  17,700     Intersil Corp.-Class A     501,618    
  21,400     Lexmark International, Inc. *      1,007,726    
  54,800     Lockheed Martin Corp.     3,993,276    
  13,100     Microsoft Corp.     352,390    
  644,800     Motorola, Inc.     13,798,720    
  23,400     National Semiconductor Corp.     656,370    
  57,800     Nvidia Corp. *      2,724,114    
  44,600     Paychex, Inc.     1,786,230    
  53,500     Qualcomm, Inc.     2,525,735    
  18,600     Rockwell Collins, Inc.     988,590    
  575,700     Texas Instruments, Inc.     17,184,645    

 

See accompanying notes to the financial statements.

8


GMO U.S. Growth Fund

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

Shares   Description   Value ($)  
    Technology — continued  
  24,500     Total System Services, Inc.     480,200    
  5,000     W.W. Grainger, Inc.     370,200    
  34,100     Western Digital Corp. *      758,725    
  48,000     Yahoo!, Inc. * (a)      1,538,880    
      143,569,157    
    Transportation — 0.7%  
  38,200     AMR Corp. * (a)      958,820    
  28,500     C.H. Robinson Worldwide, Inc.     1,277,370    
  3,200     CNF, Inc.     160,576    
  3,600     Expeditors International of Washington, Inc.     280,044    
  8,100     FedEx Corp.     868,644    
  10,000     Landstar System, Inc.     465,900    
      4,011,354    
    Utility — 2.1%  
  11,500     Alltel Corp.     726,225    
  49,200     Kinder Morgan, Inc.     4,564,776    
  100,100     Nextel Partners, Inc.-Class A * (a)      2,808,806    
  42,000     NII Holdings, Inc.-Class B *      2,151,240    
  7,400     Questar Corp.     542,050    
  28,800     TXU Corp.     1,508,832    
      12,301,929    
    TOTAL COMMON STOCKS (COST $534,012,012)     574,797,472    
    RIGHTS AND WARRANTS — 0.0%  
    Utility — 0.0%  
  3,093     Lucent Technologies, Inc. Warrants, Expires 12/10/2007 *      1,778    
    TOTAL RIGHTS AND WARRANTS (COST $0)     1,778    

 

See accompanying notes to the financial statements.

9


GMO U.S. Growth Fund

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

Shares/
Par Value ($)		   Description   Value ($)  
    SHORT-TERM INVESTMENT(S) — 11.8%  
  1,596,515     American Beacon Money Market Fund (b)      1,596,515    
  5,188,675     BGI Institutional Money Market Fund (b)      5,188,675    
  22,119,515     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $22,121,364 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 $22,561,905.		     22,119,515    
  2,394,773     Fortis Bank Eurodollar Term Fixed Rate Yankee Certificate of Deposit,
4.53%, due 03/23/06 (b) 		     2,394,773    
  7,982,576     Goldman Sachs Group Inc. Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $7,983,597 and an effective yield of
4.60%, collateralized by various corporate debt obligations with an
aggregate market value of $8,142,228. (b) 		     7,982,576    
  7,184,319     Merrill Lynch & Co. Tri Party Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $7,185,227 and an effective yield of
4.55%, collateralized by various U.S. government obligations with an
aggregate market value of $7,370,124. (b) 		     7,184,319    
  1,596,515     Merrimac Cash Series - Premium Class (b)      1,596,515    
  5,821,232     Morgan Stanley & Co. Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $5,821,968 and an effective yield of
4.55%, collateralized by various U.S. government obligations with an
aggregate market value of $5,937,692. (b) 		     5,821,232    
  4,789,546     National Australia Bank Eurodollar Overnight Time Deposit, 4.56%, due
03/01/06 (b) 		     4,789,546    
  3,193,031     Rabobank Nederland Eurodollar Overnight Time Deposit, 4.52%, due
03/01/06 (b) 		     3,193,031    
  2,394,773     Royal Bank of Scotland Eurodollar Term Fixed Rate Yankee Certificate of
Deposit, 4.55%, due 03/31/06 (b) 		     2,394,773    

 

See accompanying notes to the financial statements.

10


GMO U.S. Growth 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) — continued  
  4,907,594     Svenska Handlesbanken Eurodollar Overnight Time Deposit, 4.57%,
due 03/01/06 (b) 		     4,907,594    
  1,000,000     U.S. Treasury Bill, 3.81%, due 03/23/06 (c) (d)      997,748    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $70,166,812)     70,166,812    
    TOTAL INVESTMENTS — 108.3%
(Cost $604,178,824)		     644,966,062    
    Other Assets and Liabilities (net) — (8.3%)     (49,430,607 )  
    TOTAL NET ASSETS — 100.0%   $ 595,535,455    

 

See accompanying notes to the financial statements.

11


GMO U.S. 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:

Futures Contracts

Number of
Contracts		   Type   Expiration
Date		   Contract
Value		   Net Unrealized
Appreciation
(Depreciation)		  
    Buys  
  34     S&P 500   March 2006   $ 10,900,400     $ 74,307    

 

As of February 28, 2006, the Fund had sufficient cash and/or securities to cover any commitments on 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.

12



GMO U.S. Growth Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value, including securities on loan of $45,161,747
(cost $604,178,824) (Note 2)		   $ 644,966,062    
Receivable for Fund shares sold     267,787    
Dividends and interest receivable     471,799    
Receivable for expenses reimbursed by Manager (Note 3)     24,612    
Miscellaneous receivable     3,512    
Total assets     645,733,772    
Liabilities:  
Collateral on securities loaned (Note 2)     47,049,549    
Payable for Fund shares repurchased     2,659,190    
Payable to affiliate for (Note 3):  
Management fee     141,695    
Shareholder service fee     39,484    
Administration fee – Class M     38,770    
Trustees and Chief Compliance Officer fees     1,285    
Payable for 12b-1 fee – Class M     102,509    
Payable for variation margin on open futures contracts (Note 2)     98,600    
Accrued expenses     67,235    
Total liabilities     50,198,317    
Net assets   $ 595,535,455    
Net assets consist of:  
Paid-in capital   $ 575,748,310    
Accumulated undistributed net investment income     343,157    
Distributions in excess of net realized gain     (21,417,557 )  
Net unrealized appreciation     40,861,545    
    $ 595,535,455    
Net assets attributable to:  
Class III shares   $ 342,202,972    
Class M shares   $ 253,332,483    
Shares outstanding:  
Class III     18,835,138    
Class M     13,999,287    
Net asset value per share:  
Class III   $ 18.17    
Class M   $ 18.10    

 

See accompanying notes to the financial statements.

13


GMO U.S. Growth Fund

(A Series of GMO Trust)


Statement of Operations — Year ended February 28, 2006

Investment Income:  
Dividends   $ 7,674,084    
Interest (including securities lending income of $12,715)     418,063    
Total investment income     8,092,147    
Expenses:  
Management fee (Note 3)     1,977,147    
Shareholder service fee – Class III (Note 3)     532,492    
12b-1 fee – Class M (Note 3)     650,641    
Administration fee – Class M (Note 3)     520,513    
Custodian, fund accounting agent and transfer agent fees     125,568    
Audit and tax fees     69,274    
Legal fees     11,139    
Trustees fees and related expenses (Note 3)     30,502    
Registration fees     41,634    
Miscellaneous     21,067    
Total expenses     3,979,977    
Fees and expenses reimbursed by Manager (Note 3)     (276,224 )  
Net expenses     3,703,753    
Net investment income (loss)     4,388,394    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     29,035,055    
Closed futures contracts     893,121    
Net realized gain (loss)     29,928,176    
Change in net unrealized appreciation (depreciation) on:  
Investments     (2,609,185 )  
Open futures contracts     54,861    
Net unrealized gain (loss)     (2,554,324 )  
Net realized and unrealized gain (loss)     27,373,852    
Net increase (decrease) in net assets resulting from operations   $ 31,762,246    

 

See accompanying notes to the financial statements.

14


GMO U.S. Growth 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)   $ 4,388,394     $ 5,039,869    
Net realized gain (loss)     29,928,176       30,516,511    
Change in net unrealized appreciation (depreciation)     (2,554,324 )     (28,233,791 )  
Net increase (decrease) in net assets from operations     31,762,246       7,322,589    
Distributions to shareholders from:  
Net investment income  
Class III     (3,064,829 )     (2,825,613 )  
Class M     (1,454,543 )     (1,683,303 )  
Total distributions from net investment income     (4,519,372 )     (4,508,916 )  
Net realized gains  
Class III     (17,977,682 )     (14,537,957 )  
Class M     (13,471,603 )     (11,915,590 )  
Total distributions from net realized gains     (31,449,285 )     (26,453,547 )  
      (35,968,657 )     (30,962,463 )  
Net share transactions (Note 7):  
Class III     (12,985,527 )     (65,413,408 )  
Class M     (13,998,923 )     78,714,651    
Increase (decrease) in net assets resulting from
net share transactions		     (26,984,450 )     13,301,243    
Total increase (decrease) in net assets     (31,190,861 )     (10,338,631 )  
Net assets:  
Beginning of period     626,726,316       637,064,947    
End of period (including accumulated undistributed net
investment income of $343,157 and $499,503,
respectively)		   $ 595,535,455     $ 626,726,316    

 

See accompanying notes to the financial statements.

15



GMO U.S. Growth 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   $ 18.26     $ 19.03     $ 14.29     $ 18.23     $ 21.19    
Income (loss) from investment operations:  
Net investment income (loss)     0.15 †      0.16 †      0.10       0.10       0.10    
Net realized and unrealized gain (loss)     0.86       (0.02 )(a)      5.14       (3.94 )     (2.97 )  
Total from investment operations     1.01       0.14       5.24       (3.84 )     (2.87 )  
Less distributions to shareholders:  
From net investment income     (0.16 )     (0.14 )     (0.14 )     (0.10 )     (0.09 )  
From net realized gains     (0.94 )     (0.77 )     (0.36 )     —       —    
Total distributions     (1.10 )     (0.91 )     (0.50 )     (0.10 )     (0.09 )  
Net asset value, end of period   $ 18.17     $ 18.26     $ 19.03     $ 14.29     $ 18.23    
Total Return(b)      5.64 %     0.94 %     36.93 %     (21.13 )%     (13.57 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 342,203     $ 357,499     $ 437,200     $ 302,051     $ 116,306    
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		     0.84 %     0.89 %     0.62 %     0.72 %     0.54 %  
Portfolio turnover rate     94 %     136 %     97 %     72 %     101 %  
Fees and expenses reimbursed by
the Manager to average daily net assets:		     0.04 %     0.04 %     0.05 %     0.09 %     0.07 %  

 

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

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.

16


GMO U.S. Growth 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   2003(a)   
Net asset value, beginning of period   $ 18.19     $ 18.97     $ 14.25     $ 15.27    
Income (loss) from investment operations:  
Net investment income (loss)     0.10 †      0.11 †      0.09       0.04    
Net realized and unrealized gain (loss)     0.85       (0.02 )(b)      5.09       (1.01 )  
Total from investment operations     0.95       0.09       5.18       (0.97 )  
Less distributions to shareholders:  
From net investment income     (0.10 )     (0.10 )     (0.10 )     (0.05 )  
From net realized gains     (0.94 )     (0.77 )     (0.36 )     —    
Total distributions     (1.04 )     (0.87 )     (0.46 )     (0.05 )  
Net asset value, end of period   $ 18.10     $ 18.19     $ 18.97     $ 14.25    
Total Return(c)      5.33 %     0.65 %     36.58 %     (6.31 )%**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 253,332     $ 269,227     $ 199,865     $ 20,306    
Net expenses to average daily net assets     0.77 %     0.78 %     0.78 %     0.78 %*   
Net investment income to average daily net assets     0.54 %     0.61 %     0.29 %     0.51 %*   
Portfolio turnover rate     94 %     136 %     97 %     72 %***   
Fees and expenses reimbursed by the Manager to
average daily net assets:		     0.04 %     0.04 %     0.05 %     0.09 %*   

 

(a)  Period from September 11, 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) 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.

†  Calculated using average shares outstanding throughout 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.

17



GMO U.S. Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO U.S. Growth 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 commenced operations following an in-kind purchase of shares by GMO Growth Fund ("Predecessor Fund") effected as of the close of business on September 16, 2005 ("Purchase Date"). For tax purposes, this transaction met all requirements for a tax-free reorganization under the Internal Revenue Code, and consequently the Fund retained the Predecessor Fund's basis and holding period in each asset contributed in-kind. For accounting purposes, the Fund also recorded a cost for each in-kind asset contributed by the Predecessor Fund equal to such asset's historical cost. For tax and accounting purposes, the Fund is treated as a continuation of the Predecessor Fund's operations. Therefore, the Statement of Operations is shown for the entire fiscal year ending February 28, 2006, the Statements of Changes in Net Assets are shown for the entire fiscal years ending February 28, 2006 and 2005, and the Financial Highlights are shown fo r each of the fiscal years ending February 28/29, 2006, 2005, 2004, 2003 and 2002.

The Fund seeks long-term capital growth. The Fund's benchmark is the Russell 1000 Growth 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 principal economic difference between the classes of shares is the type and level of fees.

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

18


GMO U.S. Growth 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 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 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 reco gnized 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 fa lls 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.

19


GMO U.S. Growth Fund

(A Series of GMO Trust)

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

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 Sta tement 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 o pen 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, t he Fund had loaned securities having a market value of $45,161,747 collateralized by cash in the amount of $47,049,549, which was invested in short-term instruments.

20


GMO U.S. Growth 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 character of distributions paid was as follows: ordinary income – $15,113,259 and $24,392,679, respectively and long-term capital gains – $20,855,398 and $6,569,794, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $4,234,847 and $6,000,021 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 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 $11,596,373, $9,328,913 and $782,016 expiring in 2010, 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)		  
$ 613,706,480     $ 49,957,073     $ (18,697,491 )   $ 31,259,582    

 

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

21


GMO U.S. Growth Fund

(A Series of GMO Trust)

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

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  
$ (25,368 )   $ 1,273,342     $ (1,247,974 )  

 

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, 12b-1, and administration fees, which are directly attributable to a class of shares, are charged to that class's operations.

3.  Fees and other transactions with affiliates

Effective September 16, 2005, GMO earns a management fee paid monthly at the annual rate of 0.31% of the Fund's average daily net assets. Prior to September 16, 2005, GMO earned a management fee paid monthly at the annual rate of 0.33% of the Predecessor Fund's average daily net assets (See Note 1). 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 the annual rate of 0.20% of the average daily Class M net assets for support services provided to Class M shareholders.

22


GMO U.S. Growth Fund

(A Series of GMO Trust)

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

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 up to 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. The Trustees currently limit payments on Class M shares to 0.25% of the Funds 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.

Effective September 16, 2005, 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, interest expense and transfer taxes) exceed 0.31% of average daily net assets. Prior to September 16, 2005, the rate was 0.33% of the Predecessor Fund's 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 $14,434 and $3,543 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 $556,577,964 and $604,250,182, 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.

23


GMO U.S. Growth Fund

(A Series of GMO Trust)

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

6.  Principal shareholders and related party

As of February 28, 2006, 41.0% 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 one related party comprised of a certain GMO employee account, and 5.2% 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 and Predecessor Fund shares were as follows (See Note 1):

    Year Ended
February 28, 2006		   Year Ended
February 28, 2005		  
Class III:   Shares   Amount   Shares   Amount  
Shares sold     2,712,137     $ 49,338,593       6,639,226     $ 115,355,190    
Shares issued to shareholders
in reinvestment of distributions		     1,160,254       20,977,507       984,564       17,331,567    
Shares repurchased     (3,792,164 )     (68,380,886 )     (11,020,441 )     (198,100,165 )  
Redemption in-kind     (824,369 )     (14,920,741 )     —       —    
Net increase (decrease)     (744,142 )   $ (12,985,527 )     (3,396,651 )   $ (65,413,408 )  
    Year Ended
February 28, 2006		   Year Ended
February 28, 2005		  
Class M:   Shares   Amount   Shares   Amount  
Shares sold     4,531,049     $ 81,556,256       10,764,615     $ 194,255,380    
Shares issued to shareholders
in reinvestment of distributions		     828,043       14,926,145       775,516       13,598,893    
Shares repurchased     (6,152,442 )     (110,299,943 )     (7,273,865 )     (129,139,622 )  
Redemption in-kind     (10,066 )     (181,381 )     —       —    
Net increase (decrease)     (803,416 )   $ (13,998,923 )     4,266,266     $ 78,714,651    

 

24



Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO U.S. 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 U.S. 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 Oversi ght 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.

As described in Note 1 to the financial statements, the Fund is the successor to GMO Growth Fund and includes the operations of GMO Growth Fund for periods prior to September 16, 2005.

PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2006

25


GMO U.S. 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 months 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     0.47 %   $ 1,000.00     $ 1,047.30     $ 2.39    
2) Hypothetical     0.47 %   $ 1,000.00     $ 1,022.46     $ 2.36    
Class M  
1) Actual     0.77 %   $ 1,000.00     $ 1,045.70     $ 3.91    
2) Hypothetical     0.77 %   $ 1,000.00     $ 1,020.98     $ 3.86    

 

*  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.

26


GMO U.S. Growth Fund

(A Series of GMO Trust)


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

The Fund's distributions to shareholders include $20,855,398 from long-term capital gains.

For taxable, non-corporate shareholders, 49.38% 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, 71.59% 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, $378,995 and $4,990,241, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

27


GMO U.S. Growth Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement
February 28, 2006 (Unaudited)

In determining to approve the initial investment management agreement for the Fund, the Trustees, each of whom is not an "interested person" of the Trust, considered information that they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The Trustees met on June 28, 2005 to discuss the materials provided by the Manager for purposes of considering the Manager's proposal to establish the Fund, as well as seven other funds of the Trust, as new series of the Trust and the proposed new investment management agreements between the Trust, on behalf of each such fund, and the Manager. The investment management agreement for each fund was considered separately; however, the Trustees noted the common interests of the funds. As discussed below, at meetings throughout the year, the Trustees also considered other information relevant to their approval of the Fund's investment management agreement. Matters considered by the Trustees included the following:

The Trustees considered that they had met with the Fund's investment advisory personnel over the course of the year. The Trustees also considered information provided by the Manager relating to the education, experience, and number of investment professionals and other personnel who will provide services under the Fund's investment management agreement. The Trustees also received information concerning the investment philosophy and investment process to be applied by the Manager in managing the Fund, and evaluated the level of skill required to manage the Fund. In connection with that information, the Trustees considered the Manager's in-house research capabilities as well as other resources available to the Manager's personnel. The Trustees also took into account the time and attention to be devoted by senior management to the Fund. The Trustees considered the business reputation of the Manager, its financial resources and its professional liability insurance coverage.

Since the Fund had not yet commenced operations, the Trustees were unable to consider its performance. However, the Trustees considered the performance of an existing fund of the Trust with a comparable investment program (the "Predecessor Fund").1 The Trustees noted the generally positive performance of the Predecessor Fund over various time periods. The Trustees also considered the competence of the personnel responsible for managing the Predecessor Fund, the support those personnel received from the Manager, the investment techniques used to manage the Predecessor Fund, and the overall competence of the Manager.

The Trustees gave substantial consideration to the fees payable under the Fund's investment management agreement. The Trustees considered that the Fund's advisory fee and projected expense ratio were lower than the advisory fee and expense ratio of the Predecessor Fund. The Trustees reviewed information prepared by Lipper Inc. concerning fees paid to investment managers of funds with similar objectives, and noted that the advisory fee and projected expense ratio of the Fund compared very favorably to those of most other comparable funds included in the Lipper data. The Fund's advisory fee ranked in the first quintile in its Lipper-determined expense group. In addition, the Fund's total expense ratio for its Class III Shares ranked in the first quintile in its Lipper-determined expense group. In evaluating the Fund's advisory fee, the

1  For tax, accounting and performance reporting purposes, the Fund is treated as a continuation of the Predecessor Fund's operations.

28


GMO U.S. Growth Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement — (Continued)
February 28, 2006 (Unaudited)

Trustees also took into account the sophistication of the investment techniques to be used to manage the Fund, and reviewed information provided by the Manager regarding fees paid by its separate account clients and non-proprietary mutual fund clients. Since the Fund had not yet commenced operations, the Trustees were unable to review the Manager's profitability with respect to the Fund. The Trustees had, however, considered the Manager's profitability with respect to the Predecessor Fund in approving the continuance of the management contract for the Predecessor Fund, and they noted the management fee payable by the Fund would be lower than that paid by the Predecessor Fund. The Trustees did, moreover, consider both the actual dollar amount of fees to be paid by the Fund directly to the Manager and the so-called "fallout benefits" to the Manager such as the receipt of shareholder servicing fees pursuant to the Trust's servicing agreements, and reputational value to be derived from serving as investment manager to the Fund. The Trustees regarded the ability of the funds of the Trust to establish a public record of their performance also to be a fallout benefit to the Manager because of the opportunity that record creates for the Manager to increase assets under management by, for example, attracting new clients, expanding existing client relationships and becoming a subadviser under arrangements in which the funds of the Trust would be advised and distributed by an organization with strong retail sales capabilities. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the agreement, that the advisory fee to be charged to the Fund was reasonable.

The Trustees also considered the quality of the services to be provided by the Manager to the Fund. The Trustees evaluated the Manager's record with respect to regulatory compliance and compliance with the investment policies of other funds of the Trust. The Trustees also evaluated the procedures of the Manager designed to fulfill the Manager's fiduciary duty to the Fund with respect to possible conflicts of interest, including the Manager's code of ethics (regulating the personal trading and business conduct of its officers and employees), the procedures by which the Manager allocates trades among its investment advisory clients, the Manager's and the Fund's proxy voting policies and procedures, the integrity of the systems in place to ensure compliance with the foregoing, and the record of the Manager in these matters. The Trustees also received information concerning the standards of the Manager with respect to the execution of portfolio transactions.

The Trustees considered the scope of the services to be provided by the Manager to the Fund under the investment management agreement and shareholder service agreement. The Trustees noted that the standard of care set forth in the investment management agreement was comparable to that found in most mutual fund investment management agreements. The Trustees noted that the scope of the Manager's services to the Fund would be consistent with the Fund's operational requirements, including, in addition to seeking to achieve the Fund's investment objective, compliance with the Fund's investment restrictions, tax and reporting requirements, and related shareholder services. The Trustees considered the Manager's management of non-advisory services to be provided by persons other than the Manager, considering, among other things, the Fund's estimated total expenses and the reputation of the Fund's other service providers.

29


GMO U.S. Growth Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement — (Continued)
February 28, 2006 (Unaudited)

After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the agreement, that the nature, extent, and quality of services to be provided supported the approval of the agreement.

At the end of the meeting of the Trustees on June 28, 2005, the Trustees, each of whom is not an "interested person" of the Trust, based on their evaluation of all factors that they deemed to be material, including those factors described above, approved the Fund's initial investment management agreement for an initial period ending on the second anniversary of the agreement's execution.

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 U.S. 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 www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund votes proxies relating to portfolio securities during the most recent 12-month period ended June 30 is or will be available at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund will file 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 will be available on the Commission's website at www.sec.gov. The Fund's Form N-Q (when available) 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 U.S. Value 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. Value Fund returned +5.4% for the fiscal year ended February 28, 2006, as compared to +10.3% for the Russell 1000 Value Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in equity securities throughout the period.

Stock selection adversely impacted results. In particular, poor selection within technology and health care issues hurt performance.

Sector selection aided performance. Overweights in retail stores and health care both added to relative performance and were only partially offset by the negative impact of underweighting transportation shares.

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 different classes 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.

†  The Fund is the successor to the GMO Value Fund, therefore, performance for the periods prior to September 16, 2005 is that of GMO Value Fund.


GMO U.S. Value Fund

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

Asset Class Summary   % of Total Net Assets  
Common Stocks     96.3 %  
Short-Term Investment(s)     13.8    
Futures     0.0    
Other     (10.1 )  
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Financial Services     35.2 %  
Consumer Discretionary     15.9    
Health Care     13.3    
Technology     10.6    
Consumer Staples     6.6    
Producer Durables     6.6    
Utilities     5.5    
Integrated Oils     3.5    
Other     1.0    
Materials & Processing     0.7    
Other Energy     0.6    
Auto & Transportation     0.5    
      100.0 %  

 

1



GMO U.S. Value Fund

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

Shares   Description   Value ($)  
    COMMON STOCKS — 96.3%  
    Auto & Transportation — 0.5%  
  4,500     Harley-Davidson, Inc. (a)      236,295    
    Consumer Discretionary — 15.3%  
  4,600     Apollo Group, Inc.-Class A *      227,148    
  8,800     Applebee's International, Inc. (a)      203,632    
  8,100     Bed Bath & Beyond, Inc. *      291,924    
  27,600     Cendant Corp.     458,712    
  35,200     Dollar General Corp.     613,184    
  38,600     Home Depot, Inc.     1,626,990    
  14,800     Jones Apparel Group, Inc.     428,016    
  7,200     Kimberly Clark Corp.     426,096    
  13,800     Liz Claiborne, Inc.     497,214    
  15,400     Lowe's Cos., Inc.     1,049,972    
  3,400     Omnicom Group     271,388    
  33,200     Wal-Mart Stores, Inc. (a)      1,505,952    
  1,900     Weight Watchers International, Inc. *      99,693    
      7,699,921    
    Consumer Staples — 6.3%  
  14,800     Altria Group, Inc.     1,064,120    
  13,600     Dean Foods Co. *      509,592    
  21,100     Kroger Co. * (a)      422,844    
  5,000     Safeway, Inc. (a)      121,550    
  26,700     Sara Lee Corp.     471,789    
  18,900     Supervalu, Inc.     597,240    
      3,187,135    
    Financial Services — 33.9%  
  6,000     Aflac, Inc.     277,500    
  18,300     Allstate Corp. (The)     1,002,474    
  6,000     AMBAC Financial Group, Inc.     450,900    
  36,200     American International Group, Inc.     2,402,232    

 

See accompanying notes to the financial statements.

2


GMO U.S. Value Fund

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

Shares   Description   Value ($)  
        Financial Services — continued        
  21,231     Bank of America Corp.     973,441    
  2,300     Bear Stearns Cos. (The), Inc.     309,212    
  10,800     Capital One Financial Corp.     946,080    
  5,900     Chubb Corp.     564,925    
  3,000     Cigna Corp.     368,250    
  20,600     Citigroup, Inc.     955,222    
  16,900     CNA Financial Corp. * (a)      522,548    
  2,200     Comerica, Inc. (a)      126,104    
  7,000     Fannie Mae     382,760    
  15,000     First Data Corp.     676,950    
  6,000     Freddie Mac     404,340    
  8,700     Hartford Financial Services Group, Inc.     716,706    
  3,500     IndyMac Bancorp, Inc.     135,870    
  8,500     Lehman Brothers Holdings, Inc.     1,240,575    
  7,900     Marsh & McLennan Cos., Inc.     244,189    
  8,900     Metlife, Inc. (a)      446,068    
  8,900     Morgan Stanley     530,974    
  22,500     National City Corp. (a)      783,000    
  8,300     New York Community Bancorp, Inc.     140,021    
  34,975     Old Republic International Corp.     744,618    
  2,000     Progressive Corp. (The)     214,900    
  6,400     Protective Life Corp.     312,000    
  6,700     Radian Group, Inc.     380,225    
  500     TD Banknorth, Inc.     15,365    
  300     Torchmark Corp.     16,401    
  4,600     Wachovia Corp.     257,922    
  11,485     Washington Mutual, Inc.     490,410    
      17,032,182    
    Health Care — 12.9%  
  4,600     AmerisourceBergen Corp.     211,554    
  3,800     Cardinal Health, Inc.     275,880    
  7,800     Forest Laboratories, Inc. *      358,020    
  9,000     Health Net, Inc. *      431,550    

 

See accompanying notes to the financial statements.

3


GMO U.S. Value 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        
  7,900     Johnson & Johnson     455,435    
  1,200     Medtronic, Inc.     64,740    
  33,700     Merck & Co., Inc.     1,174,782    
  102,800     Pfizer, Inc.     2,692,332    
  4,300     Pharmaceutical Product Development, Inc.     299,237    
  4,300     UnitedHealth Group, Inc.     250,389    
  4,800     Wyeth     239,040    
      6,452,959    
    Integrated Oils — 3.3%  
  17,200     ConocoPhillips     1,048,512    
  10,400     Exxon Mobil Corp.     617,448    
      1,665,960    
    Materials & Processing — 0.7%  
  5,100     Ashland, Inc.     332,877    
    Other — 1.0%  
  6,700     Johnson Controls, Inc.     477,509    
    Other Energy — 0.5%  
  5,100     Valero Energy Corp.     274,329    
    Producer Durables — 6.4%  
  7,900     Centex Corp.     534,119    
  6,200     D.R. Horton, Inc.     211,482    
  3,000     Danaher Corp. (a)      181,740    
  6,600     KB Home     442,398    
  7,100     Lexmark International, Inc. *      334,339    
  16,300     Pulte Homes, Inc.     626,083    
  3,300     Ryland Group, Inc. (a)      230,175    
  7,800     Standard-Pacific Corp. (a)      256,230    
  6,700     United Technologies Corp.     391,950    
      3,208,516    

 

See accompanying notes to the financial statements.

4


GMO U.S. Value Fund

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

Shares /
Par Value ($)		   Description   Value ($)  
    Technology — 10.2%  
  47,800     Dell, Inc. *      1,386,200    
  61,100     Hewlett-Packard Co.     2,004,691    
  15,500     Ingram Micro, Inc.-Class A *      306,590    
  52,500     Microsoft Corp.     1,412,250    
      5,109,731    
    Utilities — 5.3%  
  12,200     American Electric Power Co., Inc.     445,300    
  25,100     AT&T, Inc.     692,509    
  15,100     BellSouth Corp.     476,858    
  15,600     Sempra Energy     746,304    
  9,400     Verizon Communications, Inc.     316,780    
      2,677,751    
    TOTAL COMMON STOCKS (COST $45,330,544)     48,355,165    
    SHORT-TERM INVESTMENT(S) — 13.8%  
  172,246     American Beacon Money Market Select Fund (b)      172,246    
  559,798     BGI Institutional Money Market Fund (b)      559,798    
  1,821,285     Citigroup Global Markets Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $1,821,437 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 $1,857,711.		     1,821,285    
  258,368     Fortis Bank Eurodollar Term Fixed Rate Yankee Certificate of Deposit,
4.53%, due 03/23/06 (b) 		     258,368    
  861,227     Goldman Sachs Group Inc. Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $861,337 and an effective yield of
4.60%, collateralized by various corporate debt obligations with an
aggregate market value of $878,452. (b) 		     861,227    
  775,105     Merrill Lynch & Co. Triparty Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $775,203 and an effective yield of
4.55%, collateralized by various government obligations with an aggregate
market value of $775,105. (b) 		     775,105    

 

See accompanying notes to the financial statements.

5


GMO U.S. Value Fund

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

Shares /
Par Value ($)		   Description   Value ($)  
    SHORT-TERM INVESTMENT(S) — continued  
  172,246     Merrimac Cash Series-Premium Class (b)      172,246    
  628,043     Morgan Stanley & Co. Repurchase Agreement, dated 02/28/06, due
03/01/06, with a maturity value of $628,123 and an effective yield of
4.55%, collateralized by various government obligations with an aggregate
market value of $640,608. (b) 		     628,043    
  516,736     National Australia Bank Eurodollar Overnight Time Deposit, 4.56%,
due 03/01/06 (b) 		     516,736    
  344,491     Rabobank Nederland Eurodollar Overnight Time Deposit, 4.52%,
due 03/01/06 (b) 		     344,491    
  258,368     Royal Bank of Scotland Eurodollar Term Fixed Rate Yankee Certificate
of Deposit, 4.55%, due 03/31/06 (b) 		     258,368    
  529,472     Svenska Handlesbanken Eurodollar Overnight Time Deposit, 4.57%,
due 03/01/06 (b) 		     529,472    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $6,897,385)     6,897,385    
    TOTAL INVESTMENTS — 110.1%
(Cost $52,227,929)		     55,252,550    
        Other Assets and Liabilities (net) — (10.1%)     (5,043,352 )  
    TOTAL NET ASSETS — 100.0%   $ 50,209,198    

 

See accompanying notes to the financial statements.

6


GMO U.S. 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:

Futures Contracts

Number of
Contracts		   Type   Expiration Date   Contract
Value		   Net Unrealized
Appreciation
(Depreciation)		  
  Buys                            
  2     S&P 500   March 2006   $ 641,200     $ 9,565    

 

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 U.S. Value Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value, including securities on loan of $4,856,975
(cost $52,227,929) (Note 2)		   $ 55,252,550    
Dividends and interest receivable     74,833    
Receivable for collateral on open futures contracts (Note 2)     31,500    
Receivable for expenses reimbursed by Manager (Note 3)     16,296    
Total assets     55,375,179    
Liabilities:  
Collateral on securities loaned (Note 2)     5,076,100    
Payable for Fund shares repurchased     6    
Payable to affiliate for (Note 3):  
Management fee     16,933    
Shareholder service fee     3,555    
Administration fee – Class M     2,957    
Trustees and Chief Compliance Officer fees     209    
Payable for 12b-1 fee – Class M     7,819    
Payable for variation margin on open futures contracts (Note 2)     5,800    
Accrued expenses     52,602    
Total liabilities     5,165,981    
Net assets   $ 50,209,198    
Net assets consist of:  
Paid-in capital   $ 60,658,318    
Accumulated net realized loss     (13,483,306 )  
Net unrealized appreciation     3,034,186    
    $ 50,209,198    
Net assets attributable to:  
Class III shares   $ 30,961,300    
Class M shares   $ 19,247,898    
Shares outstanding:  
Class III     3,021,736    
Class M     1,885,253    
Net asset value per share:  
Class III   $ 10.25    
Class M   $ 10.21    

 

See accompanying notes to the financial statements.

8


GMO U.S. Value Fund

(A Series of GMO Trust)


Statement of Operations — Year ended February 28, 2006

Investment Income:  
Dividends   $ 902,287    
Interest (including securities lending income of $636)     35,211    
Total investment income     937,498    
Expenses:  
Management fee (Note 3)     211,250    
Shareholder service fee – Class III (Note 3)     43,076    
12b-1 fee – Class M (Note 3)     45,056    
Administration fee – Class M (Note 3)     36,208    
Custodian, fund accounting agent and transfer agent fees     36,019    
Audit and tax fees     66,215    
Legal fees     1,386    
Trustees fees and related expenses (Note 3)     2,278    
Registration fees     39,249    
Miscellaneous     4,283    
Total expenses     485,020    
Fees and expenses reimbursed by Manager (Note 3)     (147,446 )  
Net expenses     337,574    
Net investment income (loss)     599,924    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     3,796,552    
Closed futures contracts     (370,192 )  
Net realized gain (loss)     3,426,360    
Change in net unrealized appreciation (depreciation) on:  
Investments     (1,444,851 )  
Open futures contracts     9,565    
Net unrealized gain (loss)     (1,435,286 )  
Net realized and unrealized gain (loss)     1,991,074    
Net increase (decrease) in net assets resulting from operations   $ 2,590,998    

 

See accompanying notes to the financial statements.

9


GMO U.S. 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)   $ 599,924     $ 937,725    
Net realized gain (loss)     3,426,360       6,957,401    
Change in net unrealized appreciation (depreciation)     (1,435,286 )     (3,230,182 )  
Net increase (decrease) in net assets from operations     2,590,998       4,664,944    
Distributions to shareholders from:  
Net investment income  
Class III     (384,323 )     (752,804 )  
Class M     (265,107 )     (218,843 )  
Total distributions from net investment income     (649,430 )     (971,647 )  
Net share transactions (Note 7):  
Class III     (11,641,367 )     (8,289,388 )  
Class M     1,823,899       4,861,078    
Increase (decrease) in net assets resulting from net share transactions     (9,817,468 )     (3,428,310 )  
Total increase (decrease) in net assets     (7,875,900 )     264,987    
Net assets:  
Beginning of period     58,085,098       57,820,111    
End of period   $ 50,209,198     $ 58,085,098    

 

See accompanying notes to the financial statements.

10



GMO U.S. 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   $ 9.89     $ 9.28     $ 6.73     $ 8.82     $ 9.57    
Income (loss) from investment operations:  
Net investment income (loss)     0.14 †      0.16 †      0.13       0.14       0.18    
Net realized and unrealized gain (loss)     0.38       0.62       2.59       (2.10 )     (0.51 )  
Total from investment operations     0.52       0.78       2.72       (1.96 )     (0.33 )  
Less distributions to shareholders:  
From net investment income     (0.16 )     (0.17 )     (0.17 )     (0.13 )     (0.17 )  
From net realized gains     —       —       —       —       (0.25 )  
Total distributions     (0.16 )     (0.17 )     (0.17 )     (0.13 )     (0.42 )  
Net asset value, end of period   $ 10.25     $ 9.89     $ 9.28     $ 6.73     $ 8.82    
Total Return(a)      5.36 %     8.46 %     40.69 %     (22.29 )%     (3.64 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 30,961     $ 41,306     $ 46,904     $ 163,463     $ 232,289    
Net expenses to average daily net assets     0.61 %     0.61 %     0.61 %     0.61 %     0.61 %  
Net investment income to average daily net assets     1.43 %     1.71 %     1.74 %     1.79 %     1.89 %  
Portfolio turnover rate     103 %     110 %     127 %     100 %     95 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:		     0.31 %     0.18 %     0.20 %     0.07 %     0.06 %  

 

(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.

11


GMO U.S. 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   2003   2002(a)   
Net asset value, beginning of period   $ 9.87     $ 9.26     $ 6.72     $ 8.82     $ 9.06    
Income (loss) from investment operations:  
Net investment income (loss)     0.10 †      0.13 †      0.11       0.12       0.01    
Net realized and unrealized gain (loss)     0.38       0.62       2.57       (2.10 )     (0.25 )  
Total from investment operations     0.48       0.75       2.68       (1.98 )     (0.24 )  
Less distributions to shareholders:  
From net investment income     (0.14 )     (0.14 )     (0.14 )     (0.12 )     —    
Total distributions     (0.14 )     (0.14 )     (0.14 )     (0.12 )     —    
Net asset value, end of period   $ 10.21     $ 9.87     $ 9.26     $ 6.72     $ 8.82    
Total Return(b)      4.95 %     8.21 %     40.23 %     (22.56 )%     (2.65 )%**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 19,248     $ 16,779     $ 10,916     $ 6,444     $ 486    
Net expenses to average daily net assets     0.90 %     0.91 %     0.91 %     0.92 %     0.91 %*   
Net investment income to average daily net assets     1.04 %     1.42 %     1.42 %     1.46 %     1.52 %*   
Portfolio turnover rate     103 %     110 %     127 %     100 %     95 %(c)   
Fees and expenses reimbursed by the Manager
to average daily net assets:		     0.31 %     0.18 %     0.20 %     0.07 %     0.06 %*   

 

(a)  Period from January 10, 2002 (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.

(c)  Calculation represents the portfolio turnover rate of the Fund for the year ended February 28, 2002.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not Annualized.

See accompanying notes to the financial statements.

12



GMO U.S. Value Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO U.S. 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, 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 commenced operations following an in-kind purchase of shares by GMO Value Fund ("Predecessor Fund") effected as of the close of business on September 16, 2005 ("Purchase Date"). For tax purposes, this transaction met all requirements for a tax-free reorganization under the Internal Revenue Code, and consequently the Fund retained the Predecessor Fund's basis and holding period in each asset contributed in-kind. For accounting purposes, the Fund also recorded a cost for each in-kind asset contributed by the Predecessor Fund equal to such asset's historical cost. For tax and accounting purposes, the Fund is treated as a continuation of the Predecessor Fund's operations. Therefore, the Statement of Operations is shown for the entire fiscal year ending February 28, 2006, the Statements of Changes in Net Assets are shown for the entire fiscal years ending February 28, 2006 and 2005, and the Financial Highlights are shown for each of the fiscal years ending February 28/29, 2006, 2005, 2004, 2003 and 2002.

The Fund seeks long-term capital growth primarily through investment in equity securities. The Fund's benchmark is the Russell 1000 Value Index.

For 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 principal economic difference between the classes of shares is the type and level of fees.

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

13


GMO U.S. Value 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 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 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 reco gnized 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 fa lls 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.

14


GMO U.S. Value Fund

(A Series of GMO Trust)

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

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 Sta tement 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 o pen 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, t he Fund had loaned securities having a market value of $4,856,975 collateralized by cash in the amount of $5,076,100 which was invested in short-term investments.

15


GMO U.S. Value 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 character of distributions paid was as follows: ordinary income – $599,924 and $971,647, respectively and long-term capital gains – $49,506 and $0, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $368,976 of undistributed long-term capital gains. The temporary differences between book and tax basis distributable earnings are primarily due to capital loss carryforwards 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 $9,707,565 and $3,753,821 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)		  
$ 52,609,260     $ 3,472,335     $ (829,045 )   $ 2,643,290    

 

16


GMO U.S. Value 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 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  
$ 49,506     $ 31,555     $ (81,061 )  

 

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, 12b-1, and administration fees, which are directly attributable to a class of shares, are charged to that class's operations.

3.  Fees and other transactions with affiliates

Effective September 16, 2005, GMO earns a management fee paid monthly at the annual rate of 0.44% of the Fund's average daily net assets. Prior to September 16, 2005, GMO earned a management fee paid monthly at the annual rate of 0.46% of the Predecessor Fund's average daily net assets (See Note 1). 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.

17


GMO U.S. Value Fund

(A Series of GMO Trust)

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

Class M shares of the Fund pay GMO an administration fee monthly at the annual rate of 0.20% of the 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 up to 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. 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.

Effective September 16, 2005, 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, interest expense and transfer taxes) exceed 0.44% of average daily net assets. Prior to September 16, 2005, the rate was 0.46% of the Predecessor Fund's 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 $891 and $298, 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 $45,930,121 and $53,915,154, 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.

18


GMO U.S. Value 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, 82.7% 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 three related parties comprised of certain GMO employee accounts, and 6.8% 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 and Predecessor Fund shares were as follows (See Note 1):

    Year Ended
February 28, 2006		   Year Ended
February 28, 2005		  
Class III:   Shares   Amount   Shares   Amount  
Shares sold     2,313,185     $ 22,759,724       167,908     $ 1,554,782    
Shares issued to shareholders
in reinvestment of distributions		     15,036       149,075       65,553       622,948    
Shares repurchased     (3,318,698 )     (32,905,506 )     (1,110,349 )     (10,467,118 )  
Redemption in-kind     (162,809 )     (1,644,660 )     —       —    
Net increase (decrease)     (1,153,286 )   $ (11,641,367 )     (876,888 )   $ (8,289,388 )  
    Year Ended
February 28, 2006		   Year Ended
February 28, 2005		  
Class M:   Shares   Amount   Shares   Amount  
Shares sold     433,456     $ 4,287,346       623,115     $ 5,824,749    
Shares issued to shareholders
in reinvestment of distributions		     26,686       265,107       22,913       218,843    
Shares repurchased     (275,166 )     (2,728,554 )     (123,955 )     (1,182,514 )  
Net increase (decrease)     184,976     $ 1,823,899       522,073     $ 4,861,078    

 

19



Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO U.S. 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 U.S. 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 Oversig ht 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.

As described in Note 1 to the financial statements, the Fund is the successor to GMO Value Fund and includes the operations of GMO Value Fund for periods prior to September 16, 2005.

PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2006

20


GMO U.S. 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 months 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. 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     0.60 %   $ 1,000.00     $ 1,035.40     $ 3.03    
2) Hypothetical     0.60 %   $ 1,000.00     $ 1,021.82     $ 3.01    
Class M  
1) Actual     0.89 %   $ 1,000.00     $ 1,034.00     $ 4.49    
2) Hypothetical     0.89 %   $ 1,000.00     $ 1,020.38     $ 4.46    

 

*  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.

21


GMO U.S. Value Fund

(A Series of GMO Trust)


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

The Fund's distributions to shareholders include $49,506 from long-term capital gains.

For taxable, non-corporate shareholders, 86.44% 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, 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 $23,239 or if determined to be different, the qualified interest income of such year.

22


GMO U.S. Value Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement
February 28, 2006 (Unaudited)

In determining to approve the initial investment management agreement for the Fund, the Trustees, each of whom is not an "interested person" of the Trust, considered information that they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The Trustees met on June 28, 2005 to discuss the materials provided by the Manager for purposes of considering the Manager's proposal to establish the Fund, as well as seven other funds of the Trust, as new series of the Trust and the proposed new investment management agreements between the Trust, on behalf of each such fund, and the Manager. The investment management agreement for each fund was considered separately; however, the Trustees noted the common interests of the funds. As discussed below, at meetings throughout the year, the Trustees also considered other information relevant to their approval of the Fund's investment management agreement. Matters considered by the Trustees included the following:

The Trustees considered that they had met with the Fund's investment advisory personnel over the course of the year. The Trustees also considered information provided by the Manager relating to the education, experience, and number of investment professionals and other personnel who will provide services under the Fund's investment management agreement. The Trustees also received information concerning the investment philosophy and investment process to be applied by the Manager in managing the Fund, and evaluated the level of skill required to manage the Fund. In connection with that information, the Trustees considered the Manager's in-house research capabilities as well as other resources available to the Manager's personnel. The Trustees also took into account the time and attention to be devoted by senior management to the Fund. The Trustees considered the business reputation of the Manager, its financial resources and its professional liability insurance coverage.

Since the Fund had not yet commenced operations, the Trustees were unable to consider its performance. However, the Trustees considered the performance of an existing fund of the Trust with a comparable investment program (the "Predecessor Fund").1 The Trustees noted the generally positive performance of the Predecessor Fund over various time periods. The Trustees also considered the competence of the personnel responsible for managing the Predecessor Fund, the support those personnel received from the Manager, the investment techniques used to manage the Predecessor Fund, and the overall competence of the Manager.

The Trustees gave substantial consideration to the fees payable under the Fund's investment management agreement. The Trustees considered that the Fund's advisory fee and projected expense ratio were lower than the advisory fee and expense ratio of the Predecessor Fund. The Trustees reviewed information prepared by Lipper Inc. concerning fees paid to investment managers of funds with similar objectives, and noted that the advisory fee and projected expense ratio of the Fund compared very favorably to those of most other comparable funds included in the Lipper data. The Fund's advisory fee ranked in the first quintile in its Lipper-determined expense group. In addition, the Fund's total expense ratio for its Class III Shares ranked in the first quintile in its Lipper-determined expense group. In evaluating the Fund's advisory fee, the

1  For tax, accounting and performance reporting purposes, the Fund is treated as a continuation of the Predecessor Fund's operations.

23


GMO U.S. Value Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement — (Continued)
February 28, 2006 (Unaudited)

Trustees also took into account the sophistication of the investment techniques to be used to manage the Fund, and reviewed information provided by the Manager regarding fees paid by its separate account clients and non-proprietary mutual fund clients. Since the Fund had not yet commenced operations, the Trustees were unable to review the Manager's profitability with respect to the Fund. The Trustees had, however, considered the Manager's profitability with respect to the Predecessor Fund in approving the continuance of the management contract for the Predecessor Fund, and they noted the management fee payable by the Fund would be lower than that paid by the Predecessor Fund. The Trustees did, moreover, consider both the actual dollar amount of fees to be paid by the Fund directly to the Manager and the so-called "fallout benefits" to the Manager such as the receipt of shareholder servicing fees pursuant to the Trust's servicing agreements, and reputational value to be derived from serving as investment manager to the Fund. The Trustees regarded the ability of the funds of the Trust to establish a public record of their performance also to be a fallout benefit to the Manager because of the opportunity that record creates for the Manager to increase assets under management by, for example, attracting new clients, expanding existing client relationships and becoming a subadviser under arrangements in which the funds of the Trust would be advised and distributed by an organization with strong retail sales capabilities. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the agreement, that the advisory fee to be charged to the Fund was reasonable.

The Trustees also considered the quality of the services to be provided by the Manager to the Fund. The Trustees evaluated the Manager's record with respect to regulatory compliance and compliance with the investment policies of other funds of the Trust. The Trustees also evaluated the procedures of the Manager designed to fulfill the Manager's fiduciary duty to the Fund with respect to possible conflicts of interest, including the Manager's code of ethics (regulating the personal trading and business conduct of its officers and employees), the procedures by which the Manager allocates trades among its investment advisory clients, the Manager's and the Fund's proxy voting policies and procedures, the integrity of the systems in place to ensure compliance with the foregoing, and the record of the Manager in these matters. The Trustees also received information concerning the standards of the Manager with respect to the execution of portfolio transactions.

The Trustees considered the scope of the services to be provided by the Manager to the Fund under the investment management agreement and shareholder service agreement. The Trustees noted that the standard of care set forth in the investment management agreement was comparable to that found in most mutual fund investment management agreements. The Trustees noted that the scope of the Manager's services to the Fund would be consistent with the Fund's operational requirements, including, in addition to seeking to achieve the Fund's investment objective, compliance with the Fund's investment restrictions, tax and reporting requirements, and related shareholder services. The Trustees considered the Manager's management of non-advisory services to be provided by persons other than the Manager, considering, among other things, the Fund's estimated total expenses and the reputation of the Fund's other service providers.

24


GMO U.S. Value Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement — (Continued)
February 28, 2006 (Unaudited)

After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the agreement, that the nature, extent, and quality of services to be provided supported the approval of the agreement.

At the end of the meeting of the Trustees on June 28, 2005, the Trustees, each of whom is not an "interested person" of the Trust, based on their evaluation of all factors that they deemed to be material, including those factors described above, approved the Fund's initial investment management agreement for an initial period ending on the second anniversary of the agreement's execution.

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 International Disciplined 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 www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund votes proxies relating to portfolio securities during the most recent 12-month period ended June 30 is or will be available at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund will file 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 will be available on the Commission's website at www.sec.gov. The Fund's Form N-Q (when available) 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 International Disciplined 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

Since September 16, 2005, the GMO International Disciplined Equity Fund returned +11.2% for the fiscal period ended February 28, 2006, as compared to +11.7% for the MSCI EAFE Index 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.

Sector weightings had the largest negative impact relative to the benchmark. During the period, an overweight position in energy and an underweight in financial stocks hurt relative performance, negating our successful underweight position in telecommunications stocks.

Country allocation also had a negative impact, due largely to an overweight in Italy.

Among the portfolio holdings with the largest positive impact to relative returns during the period were Dutch banking and insurance company ING Groep, Japanese Sumitomo Metal Industries Ltd. (steel maker), and Swiss financial company Zurich Financial Services. Holdings such as Japanese drug maker Takeda Pharmaceutical and Italian oil company ENI proved less successful.

The strong U.S. dollar relative to most foreign currencies detracted from returns for U.S. investors. The MSCI EAFE Index returned 3% less in U.S. dollar terms than in local currency in this 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.

†   See Note 1 to the financial statements.


GMO International Disciplined Equity Fund

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

Asset Class Summary   % of Total Net Assets  
Common Stocks     98.4 %  
Preferred Stocks     1.0    
Forward Currency Contracts     0.0    
Short-Term Investment(s)     0.6    
Other     0.0    
      100.0 %  
Country Summary   % of Equity Investments  
Japan     27.5 %  
United Kingdom     22.9    
Germany     9.5    
France     8.9    
Netherlands     7.3    
Switzerland     5.0    
Italy     3.3    
Finland     2.9    
Australia     2.7    
Canada     1.7    
Belgium     1.4    
Sweden     1.4    
Spain     1.3    
Austria     1.0    
Hong Kong     0.9    
Norway     0.9    
Singapore     0.7    
Ireland     0.5    
Denmark     0.2    
      100.0 %  

 

1


GMO International Disciplined Equity Fund

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

Industry Sector Summary   % of Equity Investments  
Financials     25.5 %  
Consumer Discretionary     14.8    
Health Care     12.2    
Energy     11.0    
Industrials     9.3    
Materials     8.2    
Consumer Staples     7.2    
Utilities     5.7    
Information Technology     3.7    
Telecommunication Services     2.4    
      100.0 %  

 

2



GMO International Disciplined Equity Fund

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

Shares   Description   Value ($)  
    COMMON STOCKS — 98.4%  
    Australia — 2.7%  
  2     Aristocrat Leisure Ltd     18    
  2,378     Australia and New Zealand Banking Group Ltd     45,228    
  1,829     Commonwealth Bank of Australia     60,716    
  3,514     Foster's Group Ltd     14,145    
  4,157     General Property Trust Units     12,776    
  790     Macquarie Bank Ltd     37,367    
  2,070     National Australia Bank Ltd     56,184    
  3,401     Rinker Group Ltd     44,681    
  4,909     Santos Ltd     41,261    
  11,434     Telstra Corp Ltd     32,536    
  2,073     Woodside Petroleum Ltd     62,228    
  3,528     Woolworths Ltd     48,049    
      455,189    
    Austria — 1.0%  
  244     Austrian Airlines. *      2,440    
  122     Boehler Uddeholm (Bearer)     22,887    
  137     Flughafen Wien AG     11,049    
  98     Generali Holding Vienna AG     4,671    
  67     Mayr-Melnhof Karton AG (Bearer)     9,860    
  1,443     OMV AG     89,494    
  286     Voestalpine AG     33,333    
      173,734    
    Belgium — 1.4%  
  47     Bekaert NV     4,828    
  205     Belgacom SA     6,162    
  108     Colruyt SA     15,558    
  226     Delhaize Group     15,077    
  1,859     Dexia     46,170    
  2,884     Fortis     102,732    
  854     UCB SA     40,451    
      230,978    

 

See accompanying notes to the financial statements.

3


GMO International Disciplined Equity Fund

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

Shares   Description   Value ($)  
    Canada — 1.7%  
  2,000     Canadian Natural Resources     109,270    
  500     EnCana Corp     20,678    
  500     National Bank of Canada     28,510    
  1,700     Petro - Canada     77,876    
  600     Royal Bank of Canada     50,135    
      286,469    
    Denmark — 0.2%  
  3     AP Moller - Maersk A/S Class B     27,496    
    Finland — 2.8%  
  2,200     Fortum Oyj     53,225    
  500     Kesko Oyj Class B     15,714    
  500     Neste Oil Oyj. *      15,275    
  13,600     Nokia Oyj     253,068    
  1,200     Rautaruukki Oyj     40,439    
  3,400     Sampo Oyj Class A     68,145    
  800     Wartsila Oyj Class B     29,153    
      475,019    
    France — 8.8%  
  310     Alstom. *      26,495    
  2,950     Arcelor     107,797    
  1,379     Axa     48,759    
  2,596     BNP Paribas     240,252    
  871     Business Objects SA. *      32,327    
  473     Cap Gemini SA. *      23,320    
  382     Carrefour SA     18,963    
  721     Cie de Saint-Gobain     48,101    
  719     L'Oreal SA     63,572    
  647     LVMH Moet Hennessy Louis Vuitton SA     58,772    
  214     Michelin SA Class B     13,054    
  6     Pernod-Ricard     1,027    
  1,462     Peugeot SA     85,231    

 

See accompanying notes to the financial statements.

4


GMO International Disciplined Equity Fund

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

Shares   Description   Value ($)  
    France — continued  
  145     Pinault-Printemps-Redoute SA     16,705    
  1,051     Renault SA     100,994    
  889     Sanofi-Aventis     75,676    
  369     Schneider Electric SA     37,705    
  465     Societe Generale     65,850    
  1,653     Total SA     415,727    
      1,480,327    
    Germany — 8.7%  
  117     Adidas-Salomon AG     22,865    
  641     Allianz AG (Registered)     103,525    
  791     Altana AG     42,482    
  2,100     Bankgesellschaft Berlin AG. *      12,169    
  902     Bayer AG     36,382    
  1,713     Bayerische Motoren Werke AG     82,352    
  160     Celesio AG     14,877    
  1,942     Commerzbank AG     70,957    
  1,605     DaimlerChrysler AG (Registered)     89,186    
  18     Degussa AG     920    
  2,497     Depfa Bank Plc     41,634    
  815     Deutsche Bank AG (Registered)     90,165    
  718     Deutsche Boerse AG     90,199    
  1,212     E. On AG     134,421    
  819     Hochtief AG     43,954    
  796     MAN AG     50,228    
  387     Merck KGaA     38,755    
  812     Muenchener Rueckversicherungs AG (Registered)     110,233    
  228     RWE AG     19,605    
  1,095     Schering AG     78,538    
  783     Suedzucker AG     20,687    
  3,449     ThyssenKrupp AG     87,366    
  2,486     TUI AG     49,099    
  1,755     Volkswagen AG     122,906    
      1,453,505    

 

See accompanying notes to the financial statements.

5


GMO International Disciplined Equity Fund

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

Shares   Description   Value ($)  
    Hong Kong — 0.9%  
  4,000     Cheung Kong Holdings Ltd     41,929    
  6,000     CLP Holdings Ltd     34,304    
  1,500     Esprit Holdings Ltd     11,472    
  9,000     Hang Lung Group Co Ltd     19,820    
  7,000     Hong Kong Electric Holdings Ltd     32,233    
  3,500     Yue Yuen Industrial Holdings     10,807    
      150,565    
    Ireland — 0.6%  
  1,533     Anglo Irish Bank Corp     25,135    
  401     Bank of Ireland     7,134    
  1,360     CRH Plc     44,610    
  642     DCC Plc     14,623    
      91,502    
    Italy — 3.1%  
  6,750     Banca Intesa SPA - Di RISP     37,114    
  6,118     Banca Monte dei Paschi di Siena SPA     31,645    
  5,563     Capitalia SPA     42,018    
  11,530     ENI SPA     329,621    
  3,044     Fiat SPA. *      32,952    
  1,834     Sanpaolo IMI SPA     32,365    
  6,405     Telecom Italia Di RISP     14,716    
      520,431    
    Japan — 27.3%  
  310     Acom Co Ltd     19,001    
  100     Advantest Corp     11,313    
  1,300     Aeon Co Ltd     31,014    
  900     Alps Electric Co Ltd     14,073    
  700     Astellas Pharma Inc     27,024    
  3,100     Chubu Electric Power Co Inc     82,172    
  800     Chugoku Electric Power Co Inc     17,328    
  2,000     Cosmo Oil Co Ltd     10,168    

 

See accompanying notes to the financial statements.

6


GMO International Disciplined Equity Fund

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

Shares   Description   Value ($)  
    Japan — continued  
  4,000     Daido Steel Co Ltd     34,920    
  1,900     Daiei Inc. *      52,417    
  2,822     Daiichi Sankyo Co Ltd. *      58,266    
  3,000     Daikyo Inc. *      15,791    
  300     Daito Trust Construction Co Ltd     14,048    
  2,000     Daiwa Securities Co Ltd     23,744    
  900     Eisai Co Ltd     41,623    
  700     Fanuc Ltd     59,027    
  7,000     Fuji Heavy Industries Ltd     37,931    
  3,000     Furukawa Electric Co Ltd. *      23,411    
  15,000     Haseko Corp. *      52,266    
  2,000     Hokuhoku Financial Group Inc     8,609    
  4,900     Honda Motor Co Ltd     286,210    
  1,200     Hoya Corp     47,609    
  1,000     Ibiden Co Ltd     46,859    
  6,000     Ishikawajima-Harima Heavy Industries Co Ltd. *      18,195    
  7,000     Isuzu Motors Ltd     24,104    
  10,000     Itochu Corp     83,115    
  3,000     Japan Steel Works Ltd     18,561    
  3     Japan Tobacco Inc     51,541    
  1,800     Kansai Electric Power Co Inc     41,886    
  2,000     Kao Corp     54,325    
  14,000     Kawasaki Heavy Industries Ltd     47,957    
  14,000     Kobe Steel Ltd     53,204    
  5,000     Komatsu Ltd     88,673    
  1,100     Konami Corp     27,121    
  1,700     Kyushu Electric Power Co Inc     41,007    
  1,200     Leopalance21 Corp     43,163    
  13,000     Marubeni Corp     64,476    
  2,000     Matsushita Electric Industrial Co Ltd     42,059    
  6,000     Mazda Motor Corp     34,124    
  6,700     Mitsubishi Corp     155,448    
  2,000     Mitsubishi Estate Co Ltd     42,178    
  4,000     Mitsubishi Heavy Industries     18,787    

 

See accompanying notes to the financial statements.

7


GMO International Disciplined Equity Fund

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

Shares   Description   Value ($)  
    Japan — continued  
  6,000     Mitsubishi Materials Corp     31,018    
  28,000     Mitsubishi Motors Corp. *      57,900    
  6     Mitsubishi Tokyo Financial Group Inc     89,084    
  6,000     Mitsui & Co     82,089    
  1,000     Mitsui Fudosan Co Ltd     20,772    
  2,000     Mitsui Sumitomo Insurance Co Ltd     26,377    
  7,000     Mitsui Trust Holding Inc     102,632    
  11     Mizuho Financial Group Inc     87,683    
  100     Nidec Corp     7,932    
  3,000     Nippon Mining Holdings Inc     22,403    
  9,000     Nippon Steel Corp     35,868    
  17     Nippon Telegraph & Telephone Corp     73,405    
  5,000     Nippon Yusen Kabushiki Kaisha     32,526    
  2,000     Nissan Diesel Motor Co     11,018    
  16,600     Nissan Motor Co     190,564    
  1,100     Nisshin Seifun Group Inc     11,165    
  700     Nitto Denko Corp     60,071    
  1,400     Nomura Securities Co Ltd     26,716    
  7     NTT Data Corp     32,365    
  14     NTT Docomo Inc     20,714    
  2,000     Obayashi Corp     14,942    
  500     Ono Pharmaceutical Co Ltd     22,363    
  300     ORIX Corp     78,981    
  11,000     Osaka Gas Co Ltd     42,115    
  250     Promise Co Ltd     15,087    
  33     Resona Holdings Inc. *      116,365    
  2,000     Ricoh Company Ltd     37,031    
  200     Sankyo Co Ltd Gunma     12,235    
  1,000     Seven & I Holdings Co Ltd     40,905    
  5,000     Shimizu Corp     35,099    
  400     Shin-Etsu Chemical Co Ltd     21,297    
  900     Softbank Corp.     27,521    
  2,700     Sojitz Corp. *      14,816    
  5,000     Sumitomo Corp     67,548    

 

See accompanying notes to the financial statements.

8


GMO International Disciplined Equity Fund

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

Shares   Description   Value ($)  
    Japan — continued  
  24,000     Sumitomo Metal Industries Ltd     106,547    
  5,000     Taiheiyo Cement Co Ltd     21,515    
  3,000     Taisei Corp     14,532    
  1,000     Taisho Pharmaceutical Co Ltd     21,168    
  6,900     Takeda Pharmaceutical Co Ltd     384,361    
  1,000     Teijin Ltd     6,748    
  500     Terumo Corp     15,265    
  2,300     Tohoku Electric Power Co Inc     52,043    
  2,000     Tokuyama Corp     29,839    
  1,400     Tokyo Electric Power Co Inc     37,792    
  200     Tokyo Electron Ltd     13,320    
  3,000     TonenGeneral Sekiyu KK     29,984    
  4,600     Toyota Motor Corp     245,214    
  6,000     Ube Industries Ltd     17,704    
  500     Yamada Denki Co Ltd     53,567    
      4,582,954    
    Netherlands — 7.3%  
  11,383     ABN Amro Holdings NV     331,709    
  8,412     Aegon NV     138,718    
  783     Akzo Nobel NV     39,749    
  1,968     Buhrmann NV     32,974    
  246     Corio NV     16,164    
  1,409     DSM NV     58,599    
  7,822     Hagemeyer NV. *      31,480    
  417     Heineken Holding NV     14,507    
  1,271     Heineken NV     47,859    
  11,337     ING Groep NV     426,112    
  3,885     Koninklijke Ahold NV. *      31,709    
  611     TNT NV     19,875    
  293     Unilever NV     20,339    
  122     Wereldhave NV     13,006    
      1,222,800    

 

See accompanying notes to the financial statements.

9


GMO International Disciplined Equity Fund

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

Shares   Description   Value ($)  
    Norway — 0.9%  
  540     Norsk Hydro ASA     63,252    
  850     Orkla ASA     37,050    
  1,700     Statoil ASA     43,535    
      143,837    
    Singapore — 0.7%  
  20,000     Capitaland Ltd     51,522    
  8,000     ComfortDelgro Corp Ltd     8,105    
  5,000     DBS Group Holdings Ltd     50,290    
  6,000     MobileOne Ltd     8,131    
  2,000     Singapore Press Holdings Ltd     5,455    
      123,503    
    Spain — 1.3%  
  1,102     ACS Actividades de Construccion y Servicios SA     41,097    
  525     Gas Natural SDG SA     15,970    
  2,874     Iberdrola SA     90,646    
  2,742     Repsol YPF SA     76,643    
      224,356    
    Sweden — 1.3%  
  2,000     Atlas Copco AB Class A     49,258    
  1,700     Electrolux AB     47,018    
  1,150     Hennes & Mauritz AB Class B     41,903    
  500     Nordea AB     5,652    
  400     Svenska Cellulosa - Series B Free     16,774    
  2,400     Swedish Match AB     32,138    
  3,000     Tele2 AB Class B     32,379    
      225,122    
    Switzerland — 4.9%  
  4,946     ABB Ltd. *      59,261    
  374     Compagnie Financiere Richemont AG     16,286    
  939     Credit Suisse Group     52,007    

 

See accompanying notes to the financial statements.

10


GMO International Disciplined Equity Fund

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

Shares   Description   Value ($)  
    Switzerland — continued  
  390     Logitech International SA. *      15,711    
  436     Nestle SA (Registered)     128,186    
  55     Roche Holding AG (Bearer)     9,136    
  1,906     Roche Holding AG (Non Voting)     281,606    
  42     Serono SA     29,801    
  60     Swisscom AG (Registered)     18,019    
  919     Zurich Financial Services AG. *      217,016    
      827,029    
    United Kingdom — 22.8%  
  6,738     Aegis Group Plc     15,612    
  700     Alliance & Leicester Plc     13,122    
  1,747     Anglo American Plc     65,080    
  10,173     ARM Holdings Plc     24,529    
  6,840     AstraZeneca Plc     315,891    
  4,745     Aviva Plc     65,652    
  7,509     BAE Systems Plc     55,274    
  2,191     Barclays Plc     25,663    
  4,061     Barratt Developments Plc     73,568    
  2,756     BBA Group Plc     12,940    
  981     Berkeley Group Holdings Plc. *      19,164    
  3,974     BG Group Plc     46,547    
  1,554     BHP Billiton Plc     26,116    
  3,131     Boots Group Plc     38,935    
  8,481     BP Plc     93,817    
  4,123     British American Tobacco Plc     98,231    
  41,343     BT Group Plc     149,115    
  1,183     Bunzl Plc     13,257    
  1,096     Burberry Group Plc     8,801    
  12,596     Cable & Wireless Plc     23,531    
  7,225     Cadbury Schweppes Plc     73,395    
  20,642     Centrica Plc     105,148    
  12,906     Cobham Group Plc     38,442    

 

See accompanying notes to the financial statements.

11


GMO International Disciplined Equity 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  
  5,052     Compass Group Plc     19,231    
  708     Diageo Plc     10,866    
  14,149     DSG International Plc     42,666    
  986     Enterprise Inns Plc     15,493    
  3,224     Gallaher Group Plc     49,957    
  3,014     GKN Plc     17,956    
  19,757     GlaxoSmithKline Plc     501,808    
  3,091     GUS Plc     56,881    
  4,847     Hanson Plc     59,171    
  11,144     HBOS Plc     207,536    
  2,217     IMI Plc     20,324    
  3,981     Imperial Tobacco Group Plc     119,728    
  26,464     Invensys Plc. *      9,748    
  4,033     J Sainsbury Plc     22,645    
  6,419     Kingfisher Plc     25,674    
  10,656     Lloyds TSB Group Plc     103,515    
  1,301     National Grid Plc     13,679    
  1,924     Next Plc     55,649    
  2,618     Rank Group Plc     11,947    
  5,366     Rio Tinto Plc     252,536    
  20,124     Royal & Sun Alliance Insurance Group     45,886    
  4,039     Royal Bank of Scotland Group     135,100    
  7,151     Royal Dutch Shell Group Class A     215,585    
  1,947     Royal Dutch Shell Plc B Shares     61,215    
  2,972     Scottish & Southern Energy Plc     59,859    
  5,420     Scottish Power Plc     55,442    
  111     Severn Trent Plc     2,244    
  2,121     Smith WH Plc     15,176    
  2,440     Tate & Lyle Plc     25,585    
  7,227     Taylor Woodrow Plc     52,672    
  1,881     Unilever Plc     19,353    
  1,299     United Utilities Plc     15,554    
  12,815     Vodafone Group Plc     24,554    

 

See accompanying notes to the financial statements.

12


GMO International Disciplined Equity Fund

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

Shares /
Par Value ($)		   Description   Value ($)  
    United Kingdom — continued  
  6,035     Wimpey (George) Plc     58,511    
  393     Wolseley Plc     9,749    
      3,815,325    
    TOTAL COMMON STOCKS (COST $14,986,562)     16,510,141    
    PREFERRED STOCKS — 1.0%  
    Germany — 0.8%  
  235     Fresenius Medical Care AG (Non Voting) 0.92%     37,711    
  293     Henkel KGaA 1.46%     32,327    
  89     RWE AG 2.70%     7,007    
  1,055     Volkswagen AG 2.82%     54,364    
      131,409    
    Italy — 0.2%  
  11,098     Compagnia Assicuratrice Unipol 5.02%     29,058    
    TOTAL PREFERRED STOCKS (COST $134,321)     160,467    
    SHORT-TERM INVESTMENT(S) — 0.6%  
  100,000     Dresdner Bank AG Time Deposit, 4.55%, due 03/01/06     100,000    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $100,000)     100,000    
    TOTAL INVESTMENTS — 100.0%
(Cost $15,220,883)		     16,770,608    
        Other Assets and Liabilities (net) — 0.0%     3,127    
    TOTAL NET ASSETS — 100.0%   $ 16,773,735    

 

See accompanying notes to the financial statements.

13


GMO International Disciplined 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   JPY     81,430,200     $ 711,472     $ 18,657    
5/26/06   NOK     2,506,500       373,471       (3,606 )  
5/26/06   SEK     5,209,020       662,581       (16,818 )  
    $ (1,767 )  
Sales                              
5/26/06   AUD     402,720     $ 298,498     $ 2,085    
5/26/06   DKK     80,920       12,992       (8 )  
5/26/06   EUR     297,401       356,355       2,747    
5/26/06   GBP     484,838       851,119       3,176    
5/26/06   JPY     232,815       2,034       (29 )  
    $ 7,971    

 

Notes to Schedule of Investments:

*  Non-income producing security.

As of February 28, 2006, 97.0% of the Net Assets of the Fund was valued using fair value prices based on tools by a third party vendor (Note 2).

AUD - Australian Dollar

DKK - Danish Krone

EUR - Euro

GBP - British Pound

JPY - Japanese Yen

NOK - Norwegian Krone

SEK - Swedish Krona

See accompanying notes to the financial statements.

14



GMO International Disciplined Equity Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value (cost $15,220,883) (Note 2)   $ 16,770,608    
Cash     5,719    
Foreign currency, at value (cost $67,700) (Note 2)     67,852    
Dividends and interest receivable     28,373    
Unrealized appreciation on open forward currency contracts (Note 2)     26,665    
Receivable for expenses reimbursed by Manager (Note 3)     19,459    
Total assets     16,918,676    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     5,101    
Shareholder service fee     1,913    
Trustees and Chief Compliance Officer fees     47    
Unrealized depreciation on open forward currency contracts (Note 2)     20,461    
Accrued expenses     117,419    
Total liabilities     144,941    
Net assets   $ 16,773,735    
Net assets consist of:  
Net capital(1)   $ 15,217,528    
Net unrealized appreciation     1,556,207    
    $ 16,773,735    
Net assets attributable to:  
Class III shares   $ 16,773,735    
Shares outstanding:  
Class III     462,581    
Net asset value per share:  
Class III   $ 36.26    

 

(1)  Net capital includes net investment income (loss) and net realized gain (loss) on investments.

See accompanying notes to the financial statements.

15


GMO International Disciplined Equity Fund

(A Series of GMO Trust)


Statement of Operations — Period from September 16, 2005 through February 28, 2006

Investment Income:  
Dividends (net of withholding taxes of $4,384)   $ 115,938    
Interest     9,690    
Total investment income     125,628    
Expenses:  
Management fee (Note 3)     28,266    
Shareholder service fee – Class III (Note 3)     10,600    
Custodian and fund accounting agent fees     74,580    
Transfer agent fees     13,241    
Audit and tax fees     24,748    
Registration fees     1,138    
Trustees fees and related expenses (Note 3)     3,802    
Miscellaneous     376    
Total expenses     156,751    
Fees and expenses reimbursed by Manager (Note 3)     (117,883 )  
Net expenses     38,868    
Net investment income (loss)     86,760    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     47,162    
Foreign currency, forward contracts and foreign currency related transactions     4,895    
Net realized gain (loss)     52,057    
Change in net unrealized appreciation (depreciation) on:  
Investments     1,549,725    
Foreign currency, forward contracts and foreign currency related transactions     6,482    
Net unrealized gain (loss)     1,556,207    
Net realized and unrealized gain (loss)     1,608,264    
Net increase (decrease) in net assets resulting from operations   $ 1,695,024    

 

See accompanying notes to the financial statements.

16


GMO International Disciplined Equity Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Period from
September 16, 2005
through
February 28, 2006		  
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 86,760    
Net realized gain (loss)     52,057    
Change in net unrealized appreciation (depreciation)     1,556,207    
Net increase (decrease) in net assets from operations     1,695,024    
Net share transactions (Note 7):  
Class III     15,078,711    
Increase (decrease) in net assets resulting from net share transactions     15,078,711    
Total increase (decrease) in net assets     16,773,735    
Net assets:  
Beginning of period     —    
End of period   $ 16,773,735    

 

See accompanying notes to the financial statements.

17



GMO International Disciplined Equity Fund

(A Series of GMO Trust)

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

    Period from
September 16, 2005
through
February 28, 2006		  
Net asset value, beginning of period   $ 32.60    
Income (loss) from investment operations:  
Net investment income (loss)†      0.19    
Net realized and unrealized gain (loss)     3.47    
Total from investment operations     3.66    
Net asset value, end of period   $ 36.26    
Total Return(a)      11.23 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 16,774    
Net expenses to average daily net assets     0.55 %*   
Net investment income to average daily net assets     1.23 %*   
Portfolio turnover rate     22 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     1.67 %*   

 

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

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

18



GMO International Disciplined Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO International Disciplined 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, 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 in the world's developed markets. The Fund's benchmark is the MSCI EAFE Index (Europe, Australasia and Far East).

On September 16, 2005, shareholders of the Fund holding 98.8% of the Fund's then outstanding shares requested redemption of their shares. On the same day, the Fund transferred assets and liabilities (representing on a net basis 98.8% of the Fund's net assets) to GMO International Core Equity Fund, a newly organized fund, with investment objectives similar to the Fund's, in consideration for newly issued shares of GMO International Core Equity Fund. The Fund then honored the redemption requests by distributing to redeeming shareholders shares of equal value in the GMO International Core Equity Fund. The preceding events are hereafter referred to as (the "Redemption Transaction"). Because for tax and accounting purposes the GMO International Core Equity Fund is treated as a continuation of the Fund's prior operations, for accounting and tax purposes the Fund itself is deemed to have commenced operations on the date of the Redempti on Transaction. On the date of the Redemption Transaction, the shareholders who opted not to redeem from the Fund were deemed to have contributed securities in-kind to the Fund with an accounting and tax basis equal to fair market value. Therefore, the Statement of Operations, Statement of Changes in Net Assets and Financial Highlights are shown for the period from September 16, 2005 through 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.

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

19


GMO International Disciplined Equity 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 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 secur ities 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 o f 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 ref lected 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.

20


GMO International Disciplined Equity 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 reco gnized 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

21


GMO International Disciplined Equity Fund

(A Series of GMO Trust)

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

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.

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 fa lls 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 Sta tement 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.

22


GMO International Disciplined Equity 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 period ended Febru ary 28, 2006, the Fund did not participate in securities lending.

Taxes

Prior to the close of business on September 16, 2005, the Fund qualified as a regulated investment company. Subsequent to the Redemption Transaction, all Fund tax attributes relating to the time periods prior to September 16, 2005 transferred to GMO International Core Equity Fund. After the close of business on September 16, 2005, the Fund elected to be treated 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 or 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)		  
$ 15,247,939     $ 1,769,391     $ (246,722 )   $ 1,522,669    

 

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.

23


GMO International Disciplined Equity 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.

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 at the annual rate of 0.15% for Class III shares.

GMO has entered into a binding agreement effective until at least May 31, 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 0.40% 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 period ended February 28, 2006 was $657 and $90, 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 $4,329,757 and $3,367,363, 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

24


GMO International Disciplined Equity 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 party

As of February 28, 2006, 99.9% 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, 0.1% of the Fund's shares were held by GMO.

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 September 16, 2005
through February 28, 2006		  
    Shares   Amount  
Class III:  
Shares issued for in-kind transaction     462,581     $ 15,078,711    
Net increase (decrease)     462,581     $ 15,078,711    

 

25



Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO International Disciplined 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 International Disciplined 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 period from September 16, 2005 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.

As described in Note 1 to the financial statements, GMO International Core Equity Fund was the successor to the Fund for accounting purposes for all periods prior to September 16, 2005.

PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2006

26


GMO International Disciplined 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 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 16, 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     0.55 %   $ 1,000.00     $ 1,112.30     $ 2.63    
2) Hypothetical     0.55 %   $ 1,000.00     $ 1,020.12     $ 2.51    

 

*  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 165 days in the period, divided by 365 days in the year

27


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.

28


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.

29


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.

30


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.

31



GMO International 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 www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund votes proxies relating to portfolio securities during the most recent 12-month period ended June 30 is or will be available at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund will file 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 will be available on the Commission's website at www.sec.gov. The Fund's Form N-Q (when available) 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 International 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

Since September 16, 2005, the GMO International Growth Fund returned +8.2% for the fiscal period ended February 28, 2006, as compared to +11.7% for the MSCI EAFE Index and +10.5% for the S&P/Citigroup PMI EPAC Growth Style Index 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.

Sector weightings had the largest negative impact against the growth index. During the period, an overweight position in energy and an underweight position in financial stocks hurt relative performance.

Country allocation was also negative. Our overweight to Canada and underweight to Japan were primarily responsible.

Among the portfolio holdings with the largest positive impact to relative returns during the period were Dutch banking and insurance company ING Groep, Japanese trading company Mitsubushi Corp., and French steel tube maker Vallourec. Holdings such as Italian oil company ENI and Japanese drug maker Takeda Pharmaceutical proved less successful.

The strong U.S. dollar relative to most foreign currencies detracted from returns for U.S. investors. The MSCI EAFE Index returned 3% less in U.S. dollar terms than in local currency in this 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.

†  See Note 1 to the financial statements.


GMO International Growth Fund

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

Asset Class Summary   % of Total Net Assets  
Common Stocks     98.6 %  
Preferred Stocks     0.6    
Forward Currency Contracts     0.0    
Short-Term Investment(s)     0.6    
Other     0.2    
      100.0 %  
Country Summary   % of Equity Investments  
Japan     29.2 %  
United Kingdom     19.3    
France     9.2    
Australia     5.7    
Switzerland     4.1    
Italy     4.1    
Netherlands     4.1    
Germany     3.4    
Spain     3.3    
Canada     3.0    
Finland     2.8    
Sweden     2.3    
Norway     1.9    
Belgium     1.7    
Hong Kong     1.5    
Ireland     1.1    
Denmark     1.1    
Singapore     1.1    
Austria     1.0    
Greece     0.1    
      100.0 %  

 

1


GMO International Growth Fund

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

Industry Sector Summary   % of Equity Investments  
Financials     19.6 %  
Energy     19.0    
Consumer Discretionary     14.6    
Health Care     12.4    
Industrials     10.4    
Materials     7.0    
Consumer Staples     6.1    
Information Technology     5.2    
Utilities     4.6    
Telecommunication Services     1.1    
      100.0 %  

 

2



GMO International Growth Fund

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

Shares   Description   Value ($)  
        COMMON STOCKS — 98.6%        
        Australia — 5.6%        
  4,689     Amcor Ltd     25,746    
  4,396     Australia and New Zealand Banking Group Ltd     83,608    
  2,625     BHP Billiton Ltd     47,235    
  521     Cochlear Ltd     18,891    
  964     Commonwealth Bank of Australia     32,001    
  5,460     Foster's Group Ltd     21,979    
  3,663     Insurance Australia Group Ltd     14,589    
  3,012     James Hardies Industries NV     19,744    
  2,475     Macquarie Bank Ltd     117,068    
  3,442     National Australia Bank Ltd     93,422    
  244     Perpetual Trustees Australia Ltd     12,265    
  10,244     Promina Group Ltd     41,278    
  2,727     QBE Insurance Group Ltd     41,714    
  598     Rio Tinto Ltd     31,329    
  5,334     Santos Ltd     44,833    
  18,850     Telstra Corp Ltd     53,639    
  1,177     Westfarmers Ltd     31,834    
  2,483     Westpac Banking Corp     43,360    
  2,653     Woodside Petroleum Ltd     79,639    
  4,846     Woolworths Ltd     65,999    
      920,173    
        Austria — 1.0%        
  53     Mayr-Melnhof Karton AG (Bearer)     7,800    
  42     Oesterreichische Elektrizitaetswirtschafts AG Class A     19,534    
  1,787     OMV AG     110,828    
  1,026     Telekom Austria AG     23,468    
      161,630    
        Belgium — 1.7%        
  803     Belgacom SA     24,138    
  242     Colruyt SA     34,862    

 

See accompanying notes to the financial statements.

3


GMO International Growth Fund

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

Shares   Description   Value ($)  
      Belgium — continued        
  1,216     Fortis     43,315    
  276     KBC Groep NV     28,813    
  274     Solvay SA     30,315    
  1,324     UCB SA     62,713    
  308     Umicore     43,750    
      267,906    
        Canada — 2.9%        
  4,000     Canadian Natural Resources     218,540    
  300     Cognos Inc *      11,528    
  1,100     EnCana Corp     45,493    
  200     Methanex Corp     3,970    
  1,000     Nexen Inc     52,286    
  2,600     Petro-Canada     119,104    
  500     Talisman Energy Inc     26,270    
      477,191    
        Denmark — 1.1%        
  4     AP Moller-Maersk A/S Class B     36,662    
  321     Danske Bank A/S     43,112    
  1,500     H. Lundbeck A/S     30,888    
  800     Novo-Nordisk A/S     47,026    
  1,000     Vestas Wind Systems A/S *      20,951    
      178,639    
        Finland — 2.8%        
  2,200     Fortum Oyj     53,225    
  15,850     Nokia Oyj     294,936    
  3,600     Sampo Oyj Class A     72,154    
  800     Yit Yhtymae Oyj     40,590    
      460,905    
        France — 9.1%        
  578     BNP Paribas     53,492    
  300     Bouygues     15,758    

 

See accompanying notes to the financial statements.

4


GMO International Growth Fund

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

Shares   Description   Value ($)  
        France — continued        
  634     Business Objects SA *      23,531    
  194     Christian Dior SA     17,982    
  519     Credit Agricole SA     18,957    
  275     L'Oreal SA     24,315    
  386     LVMH Moet Hennessy Louis Vuitton SA     35,064    
  294     Neopost SA     29,429    
  1,586     Peugeot SA     92,460    
  1,303     Renault SA     125,209    
  1,686     Sanofi-Aventis     143,521    
  503     Societe Generale     71,232    
  2,745     Total SA     690,364    
  110     Vallourec     86,063    
  679     Vinci SA     62,675    
      1,490,052    
        Germany — 2.7%        
  114     Allianz AG (Registered)     18,412    
  644     Altana AG     34,587    
  407     Continental AG     41,841    
  774     Deutsche Boerse AG     97,234    
  2,557     Deutsche Post AG (Registered)     66,534    
  116     K&S AG     8,698    
  298     Merck KGaA     29,842    
  850     Stada Arzneimittel AG     30,411    
  1,698     Volkswagen AG     118,914    
      446,473    
        Greece — 0.1%        
  820     Hellenic Telecommunications Organization SA *      17,446    
        Hong Kong — 1.5%        
  4,000     Cheung Kong Holdings Ltd     41,929    
  15,000     CLP Holdings Ltd     85,760    
  4,000     Esprit Holdings Ltd     30,592    

 

See accompanying notes to the financial statements.

5


GMO International Growth Fund

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

Shares   Description   Value ($)  
        Hong Kong — continued        
  14,000     Giordano International Ltd     7,422    
  9,500     Hong Kong Electric Holdings Ltd     43,745    
  18,000     Li & Fung Ltd     36,252    
      245,700    
        Ireland — 1.1%        
  3,366     Anglo Irish Bank Corp     55,190    
  1,738     CRH Plc     57,009    
  936     DCC Plc     21,319    
  1,468     Kingspan Group Plc     21,207    
  1,364     Olivetti SPA     30,186    
      184,911    
        Italy — 4.1%        
  3,152     Banca Monte dei Paschi di Siena SPA     16,303    
  19,331     ENI SPA     552,637    
  1,250     ERG SPA     29,418    
  914     Finmeccanica SPA     20,000    
  341     Luxottica Group SPA     9,588    
  1,321     Sanpaolo IMI SPA     23,312    
  32,177     Seat Pagine Gialle *      15,796    
      667,054    
        Japan — 29.0%        
  380     Acom Co Ltd     23,292    
  2,500     Aeon Co Ltd     59,642    
  550     Aiful Corp     36,761    
  600     Aisin Seiki Co Ltd     21,293    
  1,900     Alps Electric Co Ltd     29,710    
  600     Astellas Pharma Inc     23,163    
  1,000     Bridgestone Corp     19,501    
  600     Canon Inc     37,462    
  2,000     Chiyoda Corp     48,221    
  2,900     Chubu Electric Power Co Inc     76,870    

 

See accompanying notes to the financial statements.

6


GMO International 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        
  2,000     Daifuku     36,925    
  738     Daiichi Sankyo Co Ltd *      15,238    
  8,000     Daikyo Inc *      42,110    
  800     Denso Corp     29,184    
  1,700     Eisai Co Ltd     78,620    
  400     FamilyMart Co Ltd     12,557    
  600     Fanuc Ltd     50,595    
  4,000     Fuji Heavy Industries Ltd     21,675    
  7,100     Honda Motor Co Ltd     414,713    
  2,700     Hoya Corp     107,120    
  1,000     Ibiden Co Ltd     46,859    
  5     Inpex Corp     47,931    
  600     Ito En Ltd     18,644    
  1,400     Japan Synthetic Rubber Co Ltd     41,230    
  3     Japan Tobacco Inc     51,541    
  700     JFE Holdings Inc     25,801    
  2,000     JGC Corp     42,485    
  200     Kansai Electric Power Co Inc     4,654    
  11,000     Kawasaki Heavy Industries Ltd     37,680    
  4,000     Kawasaki Kisen Kaisha Ltd     24,881    
  18,000     Kobe Steel Ltd     68,405    
  1,600     Leopalance21 Corp     57,550    
  10,000     Mazda Motor Corp     56,873    
  7,400     Mitsubishi Corp     171,688    
  2,000     Mitsubishi Electric Corp     15,926    
  17     Mitsubishi Tokyo Financial Group Inc     252,405    
  3,000     Mitsui & Co     41,044    
  4,000     Mitsui Chemicals Inc     32,038    
  6,000     Mitsui Engineer & Shipbuilding     18,760    
  4,000     Mitsui OSK Lines Ltd     29,166    
  4,000     Mitsui Sumitomo Insurance Co Ltd     52,754    
  11,000     Mitsui Trust Holding Inc     161,279    
  300     Nidec Corp     23,796    
  1,000     Nippon Electric Glass Co Ltd     24,073    
  8,000     Nippon Steel Corp     31,883    

 

See accompanying notes to the financial statements.

7


GMO International 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        
  3     Nippon Telegraph & Telephone Corp     12,954    
  6,000     Nippon Yusen Kabushiki Kaisha     39,031    
  3,000     Nissan Chemical Industries Ltd     49,365    
  14,000     Nissan Motor Co     160,716    
  400     Nissin Food Products Co Ltd     12,202    
  900     Nitto Denko Corp     77,234    
  11     NTT Data Corp     50,859    
  2,000     Olympus Optical Co Ltd     57,583    
  370     ORIX Corp     97,410    
  16,000     Osaka Gas Co Ltd     61,259    
  52     Resona Holdings Inc *      183,363    
  3,000     Ricoh Company Ltd     55,546    
  500     Sankyo Co Ltd Gunma     30,587    
  1,000     Secom Co     49,617    
  1,000     Sharp Corp     17,640    
  200     Shimamura Co     22,629    
  1,200     Shin-Etsu Chemical Co Ltd     63,892    
  1,000     Shiseido Co Ltd     17,638    
  300     SMC Corp     42,379    
  1,100     Softbank Corp.     33,637    
  4,000     Sumitomo Chemical Co Ltd     31,192    
  4,000     Sumitomo Corp     54,038    
  5,000     Sumitomo Heavy Industries Ltd     44,716    
  2,000     Takashimaya Co Ltd     28,973    
  4,400     Takeda Pharmaceutical Co Ltd     245,100    
  1,300     Terumo Corp     39,688    
  1,700     Tohoku Electric Power Co Inc     38,467    
  7,000     Tokyo Gas Co Ltd     31,871    
  3,000     Tokyu Land Corp     26,167    
  4,000     TonenGeneral Sekiyu KK     39,979    
  4,700     Toyota Motor Corp     250,545    
  5,000     Urban Corp     73,263    
  1,000     Yamada Denki Co Ltd     107,135    
  1,000     Yamato Transport Co Ltd     19,111    
      4,729,784    

 

See accompanying notes to the financial statements.

8


GMO International Growth Fund

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

Shares   Description   Value ($)  
        Netherlands — 4.1%        
  4,780     ABN Amro Holdings NV     139,293    
  2,875     Aegon NV     47,410    
  710     DSM NV     29,528    
  895     Heineken NV     33,701    
  10,307     ING Groep NV     387,398    
  266     Sbm Offshore NV     26,200    
      663,530    
        Norway — 1.9%        
  4,600     DnB NOR ASA     55,812    
  648     Golden Ocean Group Ltd *      343    
  600     Norsk Hydro ASA     70,280    
  650     Orkla ASA     28,332    
  5,600     Statoil ASA     143,409    
  1,400     Telenor ASA     15,122    
      313,298    
        Singapore — 1.1%        
  16,000     Capitaland Ltd     41,217    
  6,000     Keppel Corp Ltd     51,564    
  15,000     Neptune Orient Lines Ltd     23,142    
  22,000     Sembcorp Industrie     42,102    
  11,000     Singapore Telecommunications     17,634    
      175,659    
        Spain — 3.3%        
  261     Acciona SA     36,385    
  1,669     ACS Actividades de Construccion y Servicios SA     62,243    
  854     Ebro Puleva SA     15,553    
  579     Fomento de Construcciones y Contratas SA     39,365    
  326     Grupo Ferrovial SA     24,406    
  4,015     Iberdrola SA     126,634    
  2,238     Inditex SA     80,336    
  1,013     Indra Sistemas SA     20,158    
  533     Metrovacesa SA     39,681    

 

See accompanying notes to the financial statements.

9


GMO International Growth Fund

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

Shares   Description   Value ($)  
        Spain — continued        
  985     NH Hoteles SA     15,904    
  973     Repsol YPF SA     27,197    
  1,076     Sacyr Vallehermoso SA     30,252    
  309     Union Fenosa SA     11,596    
      529,710    
        Sweden — 2.3%        
  800     Atlas Copco AB Class A     19,703    
  900     Capio AB *      15,564    
  2,100     Electrolux AB     58,081    
  600     Foreningssparbanken AB Class A     15,994    
  1,950     Hennes & Mauritz AB Class B     71,053    
  6,000     Nordea AB     67,822    
  300     Sandvik AB     16,150    
  1,600     Securitas AB     29,395    
  400     Skanska AB Class B     6,440    
  2,800     SKF AB Class B     40,658    
  700     Svenska Cellulosa-Series B Free     29,354    
      370,214    
        Switzerland — 4.1%        
  300     Alcon Inc     34,548    
  632     Credit Suisse Group     35,003    
  315     Lonza Group AG (Registered)     20,434    
  293     Nestle SA (Registered)     86,143    
  111     Nobel Biocare AG     24,784    
  2,618     Roche Holding AG (Non Voting)     386,801    
  64     Serono SA     45,411    
  477     Swiss Reinsurance Co (Registered)     33,979    
      667,103    
        United Kingdom — 19.1%        
  3,398     Anglo American Plc     126,585    
  8,677     ARM Holdings Plc     20,922    
  8,873     AstraZeneca Plc     409,780    

 

See accompanying notes to the financial statements.

10


GMO International Growth 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        
  6,913     Barclays Plc     80,972    
  2,920     Barratt Developments Plc     52,898    
  6,820     BHP Billiton Plc     114,615    
  1,301     Boots Group Plc     16,178    
  24,138     BP Plc     267,016    
  1,967     British American Tobacco Plc     46,864    
  4,433     British Sky Broadcasting Plc     39,293    
  3,584     Cadbury Schweppes Plc     36,408    
  440     Cairn Energy Plc *      14,881    
  37,949     Centrica Plc     193,309    
  9,790     Cobham Group Plc     29,161    
  12,501     DSG International Plc     37,696    
  1,973     Enterprise Inns Plc     31,001    
  4,810     Gallaher Group Plc     74,533    
  8,188     GlaxoSmithKline Plc     207,967    
  3,997     HBOS Plc     74,437    
  1,324     HSBC Holdings Plc     22,658    
  7,508     Imperial Tobacco Group Plc     225,803    
  7,640     ITV Plc     14,531    
  4,054     Ladbrokes Group     26,169    
  1,747     Man Group Plc     70,769    
  2,431     Next Plc     70,313    
  7,186     Rentokil Initial Plc     19,790    
  2,538     Rio Tinto Plc     119,444    
  2,208     Royal Bank of Scotland Group     73,855    
  12,518     Royal Dutch Shell Group Class A     377,386    
  2,934     Royal Dutch Shell Plc B Shares     92,246    
  7,196     Sage Group Plc     34,974    
  636     South African Breweries Plc     12,641    
  5,008     Unilever Plc     51,527    
  3,245     Wimpey (George) Plc     31,461    
      3,118,083    
    TOTAL COMMON STOCKS (COST $14,941,506)     16,085,461    

 

See accompanying notes to the financial statements.

11


GMO International 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 — 0.6%        
        Germany — 0.6%        
  171     Fresenius Medical Care AG (Non Voting) 0.92%     27,440    
  1,329     Volkswagen AG 2.82%     68,483    
      95,923    
    TOTAL PREFERRED STOCKS (COST $79,958)     95,923    
        SHORT-TERM INVESTMENT(S) — 0.6%        
  100,000     Dresdner Bank AG Time Deposit, 4.55%, due 03/01/06     100,000    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $100,000)     100,000    
    TOTAL INVESTMENTS — 99.8%
(Cost $15,121,464)		     16,281,384    
        Other Assets and Liabilities (net) — 0.2%     34,450    
    TOTAL NET ASSETS — 100.0%   $ 16,315,834    

 

See accompanying notes to the financial statements.

12


GMO International 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   CHF     326,542     $ 251,091     $ (3,600 )  
5/26/06   JPY     71,668,100       626,179       16,421    
5/26/06   NOK     1,804,680       268,899       (2,597 )  
5/26/06   SEK     4,133,160       525,733       (13,344 )  
    $ (3,120 )  
    Sales  
5/26/06   AUD     684,091     $ 507,052     $ 3,541    
5/26/06   CAD     132,432       116,800       (1,202 )  
5/26/06   DKK     1,057,400       169,765       1,274    
5/26/06   GBP     219,507       385,338       1,438    
5/26/06   HKD     1,947,057       251,312       233    
    $ 5,284    

 

Notes to Schedule of Investments:

*  Non-income producing security.

As of February 28, 2006, 95.7% of the Net Assets of the Fund was valued using fair value prices based on tools by a third party vendor (Note 2).

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  
GBP - British Pound    

 

See accompanying notes to the financial statements.

13



GMO International Growth Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value (cost $15,121,464) (Note 2)   $ 16,281,384    
Cash     8,696    
Foreign currency, at value (cost $110,778) (Note 2)     110,321    
Dividends and interest receivable     26,900    
Foreign taxes receivable     2,336    
Unrealized appreciation on open forward currency contracts (Note 2)     22,907    
Receivable for expenses reimbursed by Manager (Note 3)     39,630    
Total assets     16,492,174    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     6,730    
Shareholder service fee     1,870    
Trustees and Chief Compliance Officer fees     47    
Unrealized depreciation on open forward currency contracts (Note 2)     20,743    
Accrued expenses     146,950    
Total liabilities     176,340    
Net assets   $ 16,315,834    
Net assets consist of:  
Net capital(1)   $ 15,154,113    
Net unrealized appreciation     1,161,721    
    $ 16,315,834    
Net assets attributable to:  
Class III shares   $ 16,315,834    
Shares outstanding:  
Class III     524,991    
Net asset value per share:  
Class III   $ 31.08    

 

(1)  Net capital includes net investment income (loss) and net realized gain (loss) on investments.

See accompanying notes to the financial statements.

14


GMO International Growth Fund

(A Series of GMO Trust)


Statement of Operations — Period from September 16, 2005 through February 28, 2006

Investment Income:  
Dividends (net of withholding taxes of $5,988)   $ 112,017    
Interest     6,630    
Total investment income     118,647    
Expenses:  
Management fee (Note 3)     37,692    
Shareholder service fee – Class III (Note 3)     10,470    
Custodian and fund accounting agent fees     58,906    
Transfer agent fees     12,656    
Audit and tax fees     24,748    
Trustees fees and related expenses (Note 3)     10,674    
Registration fees     640    
Miscellaneous     458    
Total expenses     156,244    
Fees and expenses reimbursed by Manager (Note 3)     (107,354 )  
Net expenses     48,890    
Net investment income (loss)     69,757    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     10,089    
Foreign currency, forward contracts and foreign currency related transactions     (297 )  
Net realized gain (loss)     9,792    
Change in net unrealized appreciation (depreciation) on:  
Investments     1,159,920    
Foreign currency, forward contracts and foreign currency related transactions     1,801    
Net unrealized gain (loss)     1,161,721    
Net realized and unrealized gain (loss)     1,171,513    
Net increase (decrease) in net assets resulting from operations   $ 1,241,270    

 

See accompanying notes to the financial statements.

15


GMO International Growth Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Period from September 16, 2005
through February 28, 2006		  
Increase (decrease) in net assets:  
Operations:          
Net investment income (loss)   $ 69,757    
Net realized gain (loss)     9,792    
Change in net unrealized appreciation (depreciation)     1,161,721    
Net increase (decrease) in net assets from operations     1,241,270    
Net share transactions (Note 7):  
Class III     15,074,564    
Total increase (decrease) in net assets     16,315,834    
Net assets:  
Beginning of period     —    
End of period   $ 16,315,834    

 

See accompanying notes to the financial statements.

16



GMO International Growth Fund

(A Series of GMO Trust)

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

    Period from
September 16, 2005
through
February 28, 2006		  
Net asset value, beginning of period   $ 28.71    
Income (loss) from investment operations:  
Net investment income (loss)†      0.13    
Net realized and unrealized gain (loss)     2.24    
Total from investment operations     2.37    
Net asset value, end of period   $ 31.08    
Total Return(a)      8.25 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 16,316    
Net expenses to average daily net assets     0.70 %*   
Net investment income to average daily net assets     1.00 %*   
Portfolio turnover rate     33 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     1.54 %*   

 

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

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

17



GMO International Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO International Growth 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 a high total return through investing primarily 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") Growth Style Index.

On September 16, 2005, shareholders of the Fund holding 99.4% of the Fund's then outstanding shares requested redemption of their shares. On the same day, the Fund transferred assets and liabilities (representing on a net basis 99.4% of the Fund's net assets) to GMO International Growth Equity Fund, a newly organized fund, with investment objectives similar to the Fund's, in consideration for newly issued shares of GMO International Growth Equity Fund. The Fund then honored the redemption requests by distributing to redeeming shareholders shares of equal value in the GMO International Growth Equity Fund. The preceding events are hereafter referred to as (the "Redemption Transaction"). Because for tax and accounting purposes the GMO International Growth Equity Fund is treated as a continuation of the Fund's prior operations, for accounti ng and tax purposes the Fund itself is deemed to have commenced operations on the date of the Redemption Transaction. On the date of the Redemption Transaction, the shareholders who opted not to redeem from the Fund were deemed to have contributed securities in-kind to the Fund with an accounting and tax basis equal to fair market value. Therefore, the Statement of Operations, Statement of Changes in Net Assets and Financial Highlights are shown for the period from September 16, 2005 through 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.

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

18


GMO International Growth 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 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 secu rities 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 o f 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 ref lected 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.

19


GMO International Growth 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 reco gnized 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

20


GMO International Growth Fund

(A Series of GMO Trust)

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

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.

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 fa lls 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 Sta tement 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.

21


GMO International 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. For the period ended Febru ary 28, 2006, the Fund did not participate in securities lending.

Taxes

Prior to the close of business on September 16, 2005, the Fund qualified as a regulated investment company. Subsequent to the Redemption Transaction, all Fund tax attributes relating to the time periods prior to September 16, 2005 transferred to GMO International Growth Equity Fund. After the close of business on September 16, 2005, the Fund elected to be treated 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 or 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)		  
$ 15,152,099     $ 1,432,518     $ (303,233 )   $ 1,129,285    

 

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.

22


GMO International Growth 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.

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 May 31, 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.

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 $1,816 and $90, 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 $5,814,969 and $4,989,913, 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

23


GMO International Growth 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 party

As of February 28, 2006, 89.9% 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, 0.1% of the Fund's shares were held by GMO.

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 September 16, 2005
through February 28, 2006		  
Class III:   Shares   Amount  
Shares issued for in-kind transaction     524,991     $ 15,074,564    
Net increase (decrease)     524,991     $ 15,074,564    

 

24



Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO International 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 International 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 period from September 16, 2005 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 standard s 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.

As described in Note 1 to the financial statements, GMO International Growth Equity Fund was the successor to the Fund for accounting purposes for all periods prior to September 16, 2005.

PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2006

25


GMO International 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 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 16, 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     0.70 %   $ 1,000.00     $ 1,082.50     $ 3.29    
2) Hypothetical     0.70 %   $ 1,000.00     $ 1,019.44     $ 3.20    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the period ended February 28, 2006, multiplied by the average account value over the period, multiplied by 165 days in the period, divided by 365 days in the 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 International Core 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 www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund votes proxies relating to portfolio securities during the most recent 12-month period ended June 30 is or will be available at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund will file 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 will be available on the Commission's website at www.sec.gov. The Fund's Form N-Q (when available) 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 International Core 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 Class III shares of the GMO International Core Equity Fund returned +18.3% 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 period.

Stock selection was the primary driver of outperformance. Portfolio holdings with the largest positive impact to relative returns were Canadian Natural Resources and several Japanese stocks. Mitsubishi Corp. (trading company), Sumitomo Metal Industries Ltd. (steel maker), and Komatsu (heavy equipment manufacturer), all had strong returns.

Sector weightings also had a positive impact relative to the benchmark. Our underweight position in telecommunications stocks proved highly successful.

Country allocation had a negative impact from not holding enough in Japan.

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. Performance for different classes 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.

†  The Fund is the successor to the GMO International Disciplined Equity Fund, therefore, performance for the periods prior to September 16, 2005 is that of GMO International Disciplined Equity Fund.


GMO International Core 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 %  
Preferred Stocks     0.7    
Forward Currency Contracts     0.0    
Short-Term Investment(s)     6.1    
Other     (1.0 )  
      100.0 %  
Country Summary   % of Equity Investments  
Japan     27.7 %  
United Kingdom     23.4    
France     8.7    
Germany     8.5    
Netherlands     6.5    
Switzerland     5.7    
Australia     3.3    
Italy     3.2    
Finland     3.1    
Canada     2.6    
Spain     1.4    
Belgium     1.0    
Sweden     1.0    
Norway     0.8    
Austria     0.8    
Singapore     0.8    
Hong Kong     0.7    
Ireland     0.5    
Denmark     0.2    
Greece     0.1    
      100.0 %  

 

1


GMO International Core Equity Fund

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

Industry Sector Summary   % of Equity Investments  
Financials     25.6 %  
Consumer Discretionary     14.1    
Energy     11.9    
Health Care     10.8    
Industrials     9.9    
Materials     9.4    
Consumer Staples     7.1    
Utilities     5.3    
Information Technology     3.9    
Telecommunication Services     2.0    
      100.0 %  

 

2



GMO International Core 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%  
    Australia — 3.1%  
  147     Aristocrat Leisure Ltd     1,307    
  344,721     Australia and New Zealand Banking Group Ltd     6,556,322    
  368,300     BHP Billiton Ltd     6,627,288    
  213,599     Commonwealth Bank of Australia     7,090,677    
  606,614     Foster's Group Ltd     2,441,858    
  390,095     Investa Property Group     581,058    
  114,360     Macquarie Bank Ltd     5,409,262    
  402,478     Mirvac Group Ltd     1,255,367    
  223,516     National Australia Bank Ltd     6,066,641    
  198,337     Rinker Group Ltd     2,605,667    
  93,091     Rio Tinto Ltd     4,877,064    
  401,619     Santos Ltd     3,375,648    
  1,805,403     Telstra Corp Ltd     5,137,377    
  168,961     Woodside Petroleum Ltd     5,071,924    
  376,700     Woolworths Ltd     5,130,365    
      62,227,825    
    Austria — 0.7%  
  19,929     Austrian Airlines *      199,300    
  9,951     Boehler Uddeholm (Bearer)     1,866,828    
  7,858     Flughafen Wien AG     633,758    
  8,031     Generali Holding Vienna AG (a)      382,798    
  3,088     Mayr-Melnhof Karton AG (Bearer)     454,441    
  1     Oesterreichische Elektrizitaetswirtschafts AG Class A     465    
  118,027     OMV AG     7,319,945    
  59,690     Telekom Austria AG     1,365,307    
  23,439     Voestalpine AG     2,731,825    
      14,954,667    
    Belgium — 1.0%  
  493     Bekaert NV     50,638    
  8,795     Colruyt SA (a)      1,267,004    

 

See accompanying notes to the financial statements.

3


GMO International Core Equity Fund

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

Shares   Description   Value ($)  
    Belgium — continued  
  18,463     Delhaize Group     1,231,692    
  152,097     Dexia     3,777,495    
  278,790     Fortis     9,930,851    
  69,888     UCB SA     3,310,353    
      19,568,033    
    Canada — 2.4%  
  87,000     Canadian Imperial Bank of Commerce     6,120,507    
  250,300     Canadian Natural Resources     13,675,152    
  163,300     EnCana Corp     6,753,575    
  19,100     Magna International Inc Class A     1,424,370    
  54,900     National Bank of Canada     3,130,380    
  33,900     Nexen Inc     1,772,483    
  233,200     Petro - Canada     10,682,733    
  64,800     Royal Bank of Canada     5,414,588    
      48,973,788    
    Denmark — 0.2%  
  97     AP Moller - Maersk A/S Class A     873,516    
  373     AP Moller - Maersk A/S Class B     3,418,721    
      4,292,237    
    Finland — 2.9%  
  193,721     Fortum Oyj     4,686,706    
  63,100     Kesko Oyj Class B     1,983,065    
  107,400     Metso Oyj     3,957,583    
  63,350     Neste Oil Oyj * (a)      1,935,316    
  1,480,418     Nokia Oyj     27,547,567    
  117,200     Outokumpu Oyj (a)      2,126,631    
  124,752     Rautaruukki Oyj     4,204,062    
  334,649     Sampo Oyj Class A     6,707,295    
  1,980     Stora Enso Oyj (R Shares)     28,214    
  62,700     Wartsila Oyj Class B     2,284,862    
  58,600     Yit Yhtymae Oyj     2,973,228    
      58,434,529    

 

See accompanying notes to the financial statements.

4


GMO International Core Equity Fund

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

Shares   Description   Value ($)  
    France — 8.3%  
  59,802     Alstom *      5,111,212    
  217,123     Arcelor     7,933,961    
  211,718     Axa     7,485,985    
  248,206     BNP Paribas     22,970,695    
  71,240     Business Objects SA *      2,644,078    
  82,237     Carrefour SA     4,082,401    
  50,963     Cie de Saint-Gobain     3,399,944    
  50,956     L'Oreal SA     4,505,382    
  61,425     LVMH Moet Hennessy Louis Vuitton SA     5,579,740    
  38,945     Michelin SA Class B     2,375,728    
  166,540     Peugeot SA     9,708,847    
  130,342     Renault SA     12,524,958    
  138,188     Sanofi-Aventis     11,763,286    
  51,647     Schneider Electric SA     5,277,439    
  50,954     Societe Generale     7,215,792    
  185,217     Total SA     46,581,847    
  6,450     Vallourec     5,046,436    
  23,678     Vinci SA     2,185,607    
      166,393,338    
    Germany — 7.5%  
  11,502     Adidas-Salomon AG     2,247,811    
  79,575     Allianz AG (Registered)     12,851,769    
  80,355     Altana AG     4,315,623    
  170,987     Bankgesellschaft Berlin AG *      990,815    
  108,215     Bayer AG     4,364,833    
  132,204     Bayerische Motoren Werke AG     6,355,645    
  185     Celesio AG     17,202    
  322,530     Commerzbank AG     11,784,711    
  248,255     DaimlerChrysler AG (Registered)     13,794,933    
  237,819     Depfa Bank Plc     3,965,286    
  61,558     Deutsche Bank AG (Registered)     6,810,270    
  68,710     Deutsche Boerse AG     8,631,689    
  52,518     Deutsche Post AG (Registered)     1,366,529    

 

See accompanying notes to the financial statements.

5


GMO International Core Equity Fund

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

Shares   Description   Value ($)  
    Germany — continued  
  104,434     E. On AG     11,582,589    
  67,006     Hochtief AG     3,596,085    
  77,256     MAN AG     4,874,872    
  31,623     Merck KGaA     3,166,802    
  98,217     Muenchener Rueckversicherungs AG (Registered)     13,333,429    
  36,376     RWE AG     3,127,933    
  51,318     Salzgitter AG     3,487,134    
  62,325     Schering AG     4,470,229    
  96,774     Suedzucker AG     2,556,807    
  311,074     ThyssenKrupp AG     7,879,720    
  144,259     TUI AG (a)      2,849,132    
  160,389     Volkswagen AG (a)      11,232,315    
      149,654,163    
    Greece — 0.1%  
  48,935     National Bank of Greece SA     2,513,854    
    Hong Kong — 0.7%  
  531,200     Cheung Kong Holdings Ltd     5,568,120    
  502,000     CLP Holdings Ltd     2,870,095    
  510,000     Hang Lung Group Co Ltd     1,123,152    
  664,000     Hong Kong Electric Holdings Ltd     3,057,521    
  295,000     Yue Yuen Industrial Holdings     910,854    
      13,529,742    
    Ireland — 0.4%  
  37,343     Allied Irish Banks Plc     892,095    
  77,494     Anglo Irish Bank Corp     1,270,612    
  168,840     CRH Plc     5,538,240    
  65,869     DCC Plc     1,500,297    
      9,201,244    

 

See accompanying notes to the financial statements.

6


GMO International Core Equity Fund

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

Shares   Description   Value ($)  
    Italy — 3.0%  
  478,956     Banca Intesa SPA - Di RISP     2,633,455    
  799,628     Banca Monte dei Paschi di Siena SPA (a)      4,135,998    
  681,371     Capitalia SPA     5,146,494    
  1,260,217     ENI SPA     36,027,219    
  74,018     ERG SPA     1,741,972    
  390,515     Fiat SPA * (a)      4,227,458    
  177,224     Mediobanca SPA     3,706,456    
  109,496     Sanpaolo IMI SPA     1,932,277    
      59,551,329    
    Japan — 26.3%  
  25,640     Acom Co Ltd     1,571,595    
  31,200     Advantest Corp     3,529,516    
  217,400     Aeon Co Ltd     5,186,483    
  59,200     Astellas Pharma Inc     2,285,433    
  44,000     Canon Sales Co Inc     940,865    
  130,000     Chiyoda Corp     3,134,340    
  315,200     Chubu Electric Power Co Inc     8,355,023    
  69,200     Chugoku Electric Power Co Inc     1,498,860    
  193,000     Cosmo Oil Co Ltd     981,254    
  397,000     Daido Steel Co Ltd     3,465,814    
  83,250     Daiei Inc * (a)      2,296,702    
  198,748     Daiichi Sankyo Co Ltd *      4,103,561    
  363,000     Daikyo Inc * (a)      1,910,747    
  24,400     Daito Trust Construction Co Ltd     1,142,612    
  368,000     Daiwa Securities Co Ltd     4,368,953    
  103,500     Eisai Co Ltd     4,786,601    
  58,800     Fanuc Ltd     4,958,309    
  786,000     Fuji Heavy Industries Ltd     4,259,084    
  257,000     Furukawa Electric Co Ltd *      2,005,503    
  1,318,000     Haseko Corp * (a)      4,592,465    
  470,400     Honda Motor Co Ltd     27,476,200    
  168,000     Hoya Corp     6,665,259    
  122,500     Ibiden Co Ltd     5,740,284    

 

See accompanying notes to the financial statements.

7


GMO International Core Equity Fund

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

Shares   Description   Value ($)  
    Japan — continued  
  165     Inpex Corp     1,581,736    
  144,000     Isetan Co Ltd     2,605,802    
  887,000     Ishikawajima-Harima Heavy Industries Co Ltd *      2,689,782    
  843,000     Isuzu Motors Ltd (a)      2,902,829    
  1,035,000     Itochu Corp     8,602,422    
  440,000     Japan Steel Works Ltd     2,722,284    
  345     Japan Tobacco Inc     5,927,202    
  207,200     Kansai Electric Power Co Inc     4,821,507    
  134,000     Kao Corp     3,639,770    
  1,120,000     Kawasaki Heavy Industries Ltd (a)      3,836,547    
  264,000     Keisei Electric Railway Co (a)      1,697,915    
  335     Kenedix Inc     1,558,585    
  1,789,000     Kobe Steel Ltd     6,798,698    
  685,000     Komatsu Ltd     12,148,187    
  59,800     Konami Corp     1,474,384    
  171,800     Kyushu Electric Power Co Inc     4,144,113    
  101,300     Leopalance21 Corp     3,643,639    
  1,502,000     Marubeni Corp     7,449,432    
  144,700     Marui Co Ltd     2,741,348    
  309,000     Matsushita Electric Industrial Co Ltd     6,498,090    
  710,000     Mazda Motor Corp     4,037,960    
  744,100     Mitsubishi Corp     17,263,970    
  956,000     Mitsubishi Heavy Industries     4,490,103    
  703,000     Mitsubishi Materials Corp (a)      3,634,269    
  2,314,000     Mitsubishi Motors Corp * (a)      4,785,037    
  350,000     Mitsubishi Rayon Co Ltd     2,812,385    
  967     Mitsubishi Tokyo Financial Group Inc     14,357,388    
  626,000     Mitsui & Co     8,564,598    
  234,200     Mitsui Sumitomo Insurance Co Ltd     3,088,745    
  638,000     Mitsui Trust Holding Inc     9,354,189    
  1,502     Mizuho Financial Group Inc     11,972,769    
  79,000     NGK Spark Plug Co Ltd     1,790,980    
  75,000     Nikon Corp     1,275,475    
  19,900     Nintendo Co Ltd     2,934,806    

 

See accompanying notes to the financial statements.

8


GMO International Core Equity Fund

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

Shares   Description   Value ($)  
    Japan — continued  
  241,000     Nippon Mining Holdings Inc     1,799,747    
  186,000     Nippon Shinpan Co Ltd     1,785,259    
  1,236,000     Nippon Steel Corp     4,925,856    
  1,608     Nippon Telegraph & Telephone Corp     6,943,214    
  407,000     Nippon Yusen Kabushiki Kaisha     2,647,624    
  97,000     Nissan Chemical Industries Ltd     1,596,136    
  1,617,200     Nissan Motor Co     18,565,031    
  80,400     Nisshin Seifun Group Inc     816,049    
  61,500     Nitto Denko Corp     5,277,653    
  10,000     Nomura Research Institute     1,142,030    
  219,900     Nomura Securities Co Ltd     4,196,379    
  886     NTT Data Corp     4,096,441    
  1,832     NTT Docomo Inc     2,710,551    
  41,700     Ono Pharmaceutical Co Ltd     1,865,094    
  37,600     ORIX Corp     9,898,976    
  1,373,000     Osaka Gas Co Ltd     5,256,747    
  22,400     Promise Co Ltd     1,351,761    
  3,288     Resona Holdings Inc *      11,594,175    
  197,000     Ricoh Company Ltd     3,647,524    
  62,500     Secom Co     3,101,053    
  385,000     Shimizu Corp     2,702,595    
  44,100     Shin-Etsu Chemical Co Ltd     2,348,013    
  27,500     Shinko Electric Industries     2,014,190    
  24,900     SMC Corp     3,517,429    
  148,900     Softbank Corp. (a)      4,553,222    
  283,600     Sojitz Corp * (a)      1,556,237    
  391,700     Sumitomo Corp     5,291,713    
  323,000     Sumitomo Light Metal Industry     812,887    
  3,569,000     Sumitomo Metal Industries Ltd     15,844,451    
  433     Sumitomo Mitsui Financial Group Inc     4,728,964    
  473,000     Taiheiyo Cement Co Ltd     2,035,274    
  108,000     Taisho Pharmaceutical Co Ltd     2,286,117    
  214,000     Takashimaya Co Ltd     3,100,089    
  599,700     Takeda Pharmaceutical Co Ltd     33,405,967    

 

See accompanying notes to the financial statements.

9


GMO International Core Equity Fund

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

Shares   Description   Value ($)  
    Japan — continued  
  188,600     Tohoku Electric Power Co Inc     4,267,537    
  187,000     Tokuyama Corp (a)      2,789,937    
  114,100     Tokyo Electric Power Co Inc     3,080,053    
  61,700     Tokyo Electron Ltd     4,109,078    
  860,000     Tokyo Gas Co Ltd     3,915,592    
  261,000     Tokyu Land Corp     2,276,537    
  233,000     TonenGeneral Sekiyu KK (a)      2,328,777    
  565,700     Toyota Motor Corp     30,156,024    
  743,000     Ube Industries Ltd     2,192,377    
  190,000     Urban Corp     2,783,982    
  61,500     Yamada Denki Co Ltd     6,588,787    
  46,000     Yamaha Corp Ltd     790,418    
  145,000     Yaskawa Electric Corp * (a)      1,579,235    
      527,375,191    
    Netherlands — 6.2%  
  1,056,700     ABN Amro Holdings NV     30,793,047    
  863,646     Aegon NV     14,241,901    
  64,092     Akzo Nobel NV     3,253,667    
  161,023     Buhrmann NV     2,697,935    
  20,135     Corio NV     1,323,001    
  115,235     DSM NV     4,792,485    
  639,954     Hagemeyer NV * (a)      2,575,514    
  53,647     Heineken Holding NV     1,866,328    
  161,348     Heineken NV     6,075,441    
  1,114,970     ING Groep NV     41,907,217    
  637,133     Koninklijke Ahold NV *      5,200,248    
  188,438     Reed Elsevier NV     2,545,092    
  70,205     Unilever NV     4,873,475    
  12,380     Wereldhave NV     1,319,795    
      123,465,146    

 

See accompanying notes to the financial statements.

10


GMO International Core Equity Fund

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

Shares   Description   Value ($)  
    Norway — 0.8%  
  50,000     Norsk Hydro ASA     5,856,651    
  69,700     Orkla ASA     3,038,074    
  266,300     Statoil ASA     6,819,615    
      15,714,340    
    Singapore — 0.7%  
  1,253,000     Capitaland Ltd     3,227,836    
  624,000     DBS Group Holdings Ltd     6,276,152    
  345,000     Keppel Corp Ltd     2,964,959    
  478,000     MobileOne Ltd     647,753    
  919,000     Singapore Telecommunications     1,473,232    
      14,589,932    
    Spain — 1.4%  
  90,098     ACS Actividades de Construccion y Servicios SA     3,360,052    
  60,739     Endesa SA     2,033,861    
  20,270     Fomento de Construcciones y Contratas SA     1,378,121    
  372,342     Iberdrola SA     11,743,706    
  325,562     Repsol YPF SA     9,099,955    
      27,615,695    
    Sweden — 0.9%  
  153,200     Atlas Copco AB Class A     3,773,162    
  212,900     Electrolux AB     5,888,280    
  117,300     Hennes & Mauritz AB Class B     4,274,086    
  68,100     Svenska Cellulosa - Series B Free     2,855,750    
  163,850     Tele2 AB Class B (a)      1,768,441    
      18,559,719    
    Switzerland — 5.4%  
  801,393     ABB Ltd *      9,601,995    
  178,403     Credit Suisse Group     9,880,884    
  31,916     Logitech International SA *      1,285,687    
  66,259     Nestle SA (Registered)     19,480,388    

 

See accompanying notes to the financial statements.

11


GMO International Core Equity Fund

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

Shares   Description   Value ($)  
    Switzerland — continued  
  4,491     Roche Holding AG (Bearer)     745,970    
  260,920     Roche Holding AG (Non Voting)     38,550,132    
  3,420     Serono SA     2,426,674    
  42,577     Swiss Reinsurance Co (Registered)     3,032,987    
  95,937     Zurich Financial Services AG *      22,654,923    
      107,659,640    
    United Kingdom — 22.2%  
  104,236     Alliance & Leicester Plc     1,954,033    
  298,072     Anglo American Plc     11,103,986    
  832,230     ARM Holdings Plc     2,006,661    
  815,535     AstraZeneca Plc     37,663,708    
  502,132     Aviva Plc     6,947,493    
  584,709     BAE Systems Plc     4,304,090    
  493,439     Barclays Plc     5,779,652    
  287,697     Barratt Developments Plc     5,211,867    
  401,645     BBA Group Plc     1,885,874    
  98,975     Berkeley Group Holdings Plc *      1,933,500    
  575,457     BG Group Plc     6,740,228    
  442,306     BHP Billiton Plc     7,433,254    
  311,465     Boots Group Plc     3,873,174    
  1,604,461     BP Plc     17,748,638    
  594,637     British American Tobacco Plc     14,167,264    
  3,080,744     BT Group Plc     11,111,567    
  96,808     Bunzl Plc     1,084,820    
  1,030,489     Cable & Wireless Plc     1,925,074    
  873,599     Cadbury Schweppes Plc     8,874,472    
  2,254,335     Centrica Plc     11,483,371    
  1,055,844     Cobham Group Plc     3,144,976    
  510,124     Compass Group Plc     1,941,824    
  1,726,223     DSG International Plc     5,205,379    
  263,762     Gallaher Group Plc     4,087,089    
  1,884,022     GlaxoSmithKline Plc     47,852,307    
  287,995     GUS Plc     5,299,760    

 

See accompanying notes to the financial statements.

12


GMO International Core Equity 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  
  396,506     Hanson Plc     4,840,480    
  1,075,871     HBOS Plc     20,036,058    
  181,378     IMI Plc     1,662,774    
  437,882     Imperial Chemical Industries Plc     2,582,468    
  465,647     Imperial Tobacco Group Plc     14,004,297    
  690,709     J Sainsbury Plc     3,878,244    
  1,096,144     Kingfisher Plc     4,384,246    
  519,585     Ladbrokes Group     3,353,967    
  791,715     Lloyds TSB Group Plc     7,690,882    
  105,401     Man Group Plc     4,269,690    
  279,874     Next Plc     8,094,895    
  354,428     Prudential Plc     3,749,672    
  214,154     Rank Group Plc     977,285    
  671,192     Rio Tinto Plc     31,587,740    
  393,494     Rolls-Royce Group Plc *      3,024,716    
  2,488,966     Royal & Sun Alliance Insurance Group     5,675,227    
  530,705     Royal Bank of Scotland Group     17,751,516    
  1,018,009     Royal Dutch Shell Group Class A     30,690,420    
  251,375     Royal Dutch Shell Plc B Shares     7,903,353    
  324,420     Scottish & Southern Energy Plc     6,534,176    
  597,562     Scottish Power Plc     6,112,587    
  229,855     Smith WH Plc     1,644,687    
  109,898     Tate & Lyle Plc     1,152,372    
  708,794     Taylor Woodrow Plc     5,165,893    
  323,390     Unilever Plc     3,327,311    
  139,297     United Utilities Plc     1,667,920    
  2,687,423     Vodafone Group Plc     5,149,112    
  491,304     Wimpey (George) Plc     4,763,321    
  89,114     Wolseley Plc     2,210,699    
      444,650,069    
    TOTAL COMMON STOCKS (COST $1,621,188,881)     1,888,924,481    

 

See accompanying notes to the financial statements.

13


GMO International Core Equity Fund

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

Shares /
Par Value ($)		   Description   Value ($)  
    PREFERRED STOCKS — 0.7%  
    Germany — 0.6%  
  19,250     Fresenius Medical Care AG (Non Voting) 0.92%     3,089,036    
  23,945     Henkel KGaA 1.46%     2,641,884    
  7,294     RWE AG 2.70%     574,283    
  97,872     Volkswagen AG 2.82%     5,043,328    
      11,348,531    
    Italy — 0.1%  
  748,410     Compagnia Assicuratrice Unipol 5.02%     1,959,583    
    TOTAL PREFERRED STOCKS (COST $10,150,843)     13,308,114    
    SHORT-TERM INVESTMENT(S) — 6.1%  
  62,148,045     The Boston Global Investment Trust (b)      62,148,045    
  53,000,000     Bank of Montreal Time Deposit, 4.64%, due 03/01/06     53,000,000    
  7,500,000     U.S. Treasury Bill, 4.64%, due 08/24/06 (c) (d)      7,335,090    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $122,482,312)     122,483,135    
    TOTAL INVESTMENTS — 101.0%
(Cost $1,753,822,036)		     2,024,715,730    
        Other Assets and Liabilities (net) — (1.0%)     (20,844,206 )  
    TOTAL NET ASSETS — 100.0%   $ 2,003,871,524    

 

See accompanying notes to the financial statements.

14


GMO International Core Equity Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
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     5,761,533     $ 5,081,473     $ 63,942    
5/26/06   CHF     48,366,820       37,191,204       (9,760 )  
5/26/06   HKD     38,879,086       5,018,221       (4,657 )  
5/26/06   JPY     10,463,161,205       91,418,779       1,980,453    
5/26/06   NOK     375,319,761       55,923,070       142,283    
5/26/06   SEK     658,995,428       83,823,350       (667,633 )  
5/26/06   SGD     1,843,809       1,139,919       8,161    
    $ 1,512,789    
Sales                      
5/26/06   AUD     59,708,677     $ 44,256,370     $ (324,559 )  
5/26/06   CAD     8,271,792       7,295,434       (75,059 )  
5/26/06   DKK     29,416,640       4,722,827       2,133    
5/26/06   EUR     31,484,697       37,725,961       (38,509 )  
5/26/06   GBP     63,278,237       111,083,100       (991,027 )  
5/26/06   HKD     16,533,014       2,133,958       136    
    $ (1,426,885 )  

 

Futures Contracts


Number of
Contracts		  

Type		  

Expiration Date		  
Contract
Value		   Net Unrealized
Appreciation
(Depreciation)		  
  Buys                    
  269     DAX   March 2006   $ 46,529,930     $ 3,460,923    
  285     MSCI   March 2006     10,353,098       167,051    
  86     S&P/MIB   March 2006     19,331,797       1,226,467    
  99     TOPIX   March 2006     14,180,121       269,405    
    $ 5,123,846    

 

See accompanying notes to the financial statements.

15


GMO International Core Equity Fund

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

Number of
Contracts		   Type   Expiration Date   Contract
Value		   Net Unrealized
Appreciation
(Depreciation)		  
Sales          
  13     FTSE 100   March 2006   $ 1,310,447     $ 4,049    
  334     S&P Toronto 60   March 2006     40,171,874       (1,400,894 )  
    $ (1,396,845 )  

 

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, 92.1% of the Net Assets of the Fund was valued using fair value prices based on tools by a third party vendor.

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.

16



GMO International Core Equity Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value, including securities on loan of $58,080,148
(cost $1,753,822,036) (Note 2)		   $ 2,024,715,730    
Cash     4,553,118    
Foreign currency, at value (cost $2,113,573) (Note 2)     2,124,650    
Receivable for Fund shares sold     32,631,245    
Dividends and interest receivable     3,691,935    
Foreign taxes receivable     201,646    
Unrealized appreciation on open forward currency and cross currency contracts (Note 2)     2,197,108    
Receivable for expenses reimbursed by Manager (Note 3)     359,072    
Total assets     2,070,474,504    
Liabilities:  
Collateral on securities loaned (Note 2)     62,148,045    
Payable for Fund shares repurchased     8,875    
Payable to affiliate for (Note 3):  
Management fee     571,557    
Shareholder service fee     172,614    
Trustees and Chief Compliance Officer fees     6,787    
Unrealized depreciation on open forward currency and cross currency contracts (Note 2)     2,111,204    
Payable for variation margin on open futures contracts (Note 2)     1,021,899    
Accrued expenses     561,999    
Total liabilities     66,602,980    
Net assets   $ 2,003,871,524    
Net assets consist of:  
Paid-in capital   $ 1,686,795,897    
Accumulated undistributed net investment income     2,980,541    
Accumulated net realized gain     39,360,962    
Net unrealized appreciation     274,734,124    
    $ 2,003,871,524    
Net assets attributable to:  
Class III shares   $ 820,336,411    
Class IV shares   $ 1,183,535,113    
Shares outstanding:  
Class III     23,286,890    
Class IV     33,612,894    
Net asset value per share:  
Class III   $ 35.23    
Class IV   $ 35.21    

 

See accompanying notes to the financial statements.

17


GMO International Core Equity Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends (net of withholding taxes of $2,217,323)   $ 27,564,572    
Interest (including securities lending income of $1,242,906)     4,192,372    
Total investment income     31,756,944    
Expenses:  
Management fee (Note 3)     4,668,166    
Shareholder service fee – Class III (Note 3)     922,877    
Shareholder service fee – Class IV (Note 3)     529,965    
Custodian and fund accounting agent fees     817,916    
Transfer agent fees     43,704    
Audit and tax fees     76,563    
Legal fees     37,013    
Trustees fees and related expenses (Note 3)     51,076    
Registration fees     271,874    
Miscellaneous     44,812    
Total expenses     7,463,966    
Fees and expenses reimbursed by Manager (Note 3)     (1,300,556 )  
Net expenses     6,163,410    
Net investment income (loss)     25,593,534    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments (net of foreign capital gains tax of $79,798) (Note 2)     58,565,436    
Closed futures contracts     15,913,695    
Foreign currency, forward contracts and foreign currency related transactions     (11,993,578 )  
Net realized gain (loss)     62,485,553    
Change in net unrealized appreciation (depreciation) on:  
Investments     181,254,337    
Open futures contracts     3,515,070    
Foreign currency, forward contracts and foreign currency related transactions     (321,044 )  
Net unrealized gain (loss)     184,448,363    
Net realized and unrealized gain (loss)     246,933,916    
Net increase (decrease) in net assets resulting from operations   $ 272,527,450    

 

See accompanying notes to the financial statements.

18


GMO International Core 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)   $ 25,593,534     $ 8,066,871    
Net realized gain (loss)     62,485,553       15,582,203    
Change in net unrealized appreciation (depreciation)     184,448,363       58,761,233    
Net increase (decrease) in net assets from operations     272,527,450       82,410,307    
Distributions to shareholders from:  
Net investment income  
Class III     (3,605,459 )     (5,052,399 )  
Class IV     (5,874,542 )     (4,340,736 )  
Total distributions from net investment income     (9,480,001 )     (9,393,135 )  
Net realized gains  
Class III     (19,637,551 )     (4,618,141 )  
Class IV     (23,339,375 )     (3,838,931 )  
Total distributions from net realized gains     (42,976,926 )     (8,457,072 )  
      (52,456,927 )     (17,850,207 )  
Net share transactions (Note 7):  
Class III     395,557,147       81,695,105    
Class IV     811,200,322       205,320,826    
Increase (decrease) in net assets resulting from net share transactions     1,206,757,469       287,015,931    
Total increase (decrease) in net assets     1,426,827,992       351,576,031    
Net assets:  
Beginning of period     577,043,532       225,467,501    
End of period (including accumulated undistributed net
investment income of $2,980,541 and distributions in
excess of net investment income of $1,445,215,
respectively)		   $ 2,003,871,524     $ 577,043,532    

 

See accompanying notes to the financial statements.

19



GMO International Core 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(a)   
Net asset value, beginning of period   $ 30.81     $ 26.75     $ 18.04     $ 20.40     $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)†      0.72       0.55       0.40       0.37       0.02    
Net realized and unrealized gain (loss)     4.79       4.54       8.81       (2.03 )     0.38    
Total from investment operations     5.51       5.09       9.21       (1.66 )     0.40    
Less distributions to shareholders:  
From net investment income     (0.16 )     (0.54 )     (0.50 )     (0.70 )     —    
From net realized gains     (0.93 )     (0.49 )     —       —       —    
Total distributions     (1.09 )     (1.03 )     (0.50 )     (0.70 )     —    
Net asset value, end of period   $ 35.23     $ 30.81     $ 26.75     $ 18.04     $ 20.40    
Total Return(b)      18.26 %     19.20 %     51.46 %     (8.28 )%     2.00 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 820,336     $ 321,463     $ 201,333     $ 68,047     $ 47,081    
Net expenses to average daily net assets     0.54 %     0.55 %     0.55 %     0.55 %     0.55 %*   
Net investment income to average daily
net assets		     2.26 %     1.98 %     1.77 %     1.82 %     1.56 %*   
Portfolio turnover rate     43 %     45 %     43 %     64 %     — (c)   
Fees and expenses reimbursed by the
Manager to average daily net assets:		     0.10 %     0.14 %     0.27 %     0.39 %     1.89 %*   

 

(a)  Period from January 29, 2002 (commencment of operations) through February 28, 2002.

(b)  Total return would have been lower had certain expenses not been reimbursed during the periods shown.

(c)  Portfolio turnover rate was less than 1%.

*  Annualized.

**  Not annualized.

†  Calculated using average shares outstanding throughout period.

See accompanying notes to the financial statements.

20


GMO International Core 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   $ 30.80     $ 26.75     $ 21.08    
Income (loss) from investment operations:  
Net investment income (loss)†      0.65       0.56       0.16    
Net realized and unrealized gain (loss)     4.87       4.54       6.03    
Total from investment operations     5.52       5.10       6.19    
Less distributions to shareholders:  
From net investment income     (0.18 )     (0.56 )     (0.52 )  
From net realized gains     (0.93 )     (0.49 )     —    
Total distributions     (1.11 )     (1.05 )     (0.52 )  
Net asset value, end of period   $ 35.21     $ 30.80     $ 26.75    
Total Return(b)      18.31 %     19.24 %     29.71 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,183,535     $ 255,580     $ 24,134    
Net expenses to average daily net assets     0.48 %     0.49 %     0.49 %*   
Net investment income to average daily net assets     1.98 %     2.01 %     0.99 %*   
Portfolio turnover rate     43 %     45 %     43 %††   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.11 %     0.14 %     0.26 %*   

 

(a)  Period from June 30, 2003 (commencment of operations) through February 29, 2004.

(b)  Total return would have been lower had certain expenses not been reimbursed during the periods shown.

(c)  Portfolio turnover rate was less than 1%.

†  Calculated using average shares outstanding throughout period.

††  Calculation represents portfolio turnover of the Fund for year ended February 29, 2004.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

21



GMO International Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO International Core 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, 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 commenced operations following an in-kind purchase of shares by GMO International Disciplined Equity Fund ("Predecessor Fund") effected as of the close of business on September 16, 2005 ("Purchase Date"). For tax purposes, this transaction met all requirements for a tax-free reorganization under the Internal Revenue Code, and consequently the Fund retained the Predecessor Fund's basis and holding period in each asset contributed in-kind. For accounting purposes, the Fund also recorded a cost for each in-kind asset contributed by the Predecessor Fund equal to such asset's historical cost. For tax and accounting purposes, the Fund is treated as a continuation of the Predecessor Fund's operations. Therefore, the Statement of Operations is shown for the entire fiscal year ending February 28, 2006, the Statements of Changes in Net Assets are shown for the entire fiscal years ending February 28, 2006 and 2005, and the Financi al Highlights are shown for each of the fiscal years ending February 28/29, 2006, 2005, 2004, 2003 and 2002.

The Fund seeks high total return through investment in equity securities of non-U.S. issuers in the world's developed markets. The Fund's benchmark is the MSCI EAFE Index (Europe, Australasia and Far East).

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

22


GMO International Core Equity Fund

(A Series of GMO Trust)

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

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.

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 o f 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 ref lected 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

23


GMO International Core Equity Fund

(A Series of GMO Trust)

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

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 reco gnized 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.

24


GMO International Core Equity 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 o f 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 fa lls 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 Sta tement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these

25


GMO International Core Equity 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.

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, t he Fund had loaned securities having a market value of $58,080,148, collateralized by cash in the amount of $62,148,045, 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.

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 character of distributions paid was as follows: ordinary income – $28,232,806 and $9,393,135, respectively and long-term capital gains – $24,224,121 and $8,457,072, respectively.

26


GMO International Core Equity 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 $31,890,252 and $14,711,038 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)		  
$ 1,758,000,229     $ 281,159,608     $ (14,444,107 )   $ 266,715,501    

 

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 losses on foreign currency transactions and passive foreign investment company transactions. Net gains resulting from in-kind transactions were $12,343. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income		   Accumulated
Net
Realized Gain		   Paid-in Capital  
$ (11,687,777 )   $ 11,675,434     $ 12,343    

 

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.

27


GMO International Core Equity Fund

(A Series of GMO Trust)

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

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.

3.  Fees and other transactions with affiliates

Effective September 16, 2005, GMO earns a management fee paid monthly at the annual rate of 0.38% of the Fund's average daily net assets. Prior to September 16, 2005, GMO earned a management fee paid monthly at the annual rate of 0.40% of the Predecessor Fund's average daily net assets (See Note 1). 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 0.09% for Class IV shares.

Effective September 16, 2005, 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 0.38% of average daily net assets. Prior to September 16, 2005, the rate was 0.40% of the Predecessor Fund's average daily net assets.

The Fund's portion of the fee paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $25,354 and $11,201, respectively. No remuneration was paid to any other officer of the Trust.

28


GMO International Core Equity 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 $1,596,894,735 and $488,653,978, 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, 22.2% 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 these shareholders may have a material effect on the Fund.

As of February 28, 2006, 0.3% of the Fund's shares were held by five related parties comprised of certain GMO employee accounts, and 25.3% 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 and Predecessor Fund shares were as follows (See Note 1):

    Year Ended
February 28, 2006		   Year Ended
February 28, 2005		  
Class III:   Shares   Amount   Shares   Amount  
Shares sold     14,144,079     $ 438,166,388       3,013,455     $ 84,174,462    
Shares issued to shareholders
in reinvestment of distributions		     610,012       19,747,732       263,849       7,820,960    
Shares repurchased     (1,436,989 )     (47,278,262 )     (370,786 )     (10,300,317 )  
Redemption in-kind     (462,581 )     (15,078,711 )     —       —    
Net increase (decrease)     12,854,521     $ 395,557,147       2,906,518     $ 81,695,105    

 

29


GMO International Core Equity 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     24,636,218     $ 788,940,573       7,360,493     $ 203,977,638    
Shares issued to shareholders
in reinvestment of distributions		     854,891       28,092,886       186,456       5,542,188    
Shares repurchased     (175,618 )     (5,833,137 )     (151,872 )     (4,199,000 )  
Net increase (decrease)     25,315,491     $ 811,200,322       7,395,077     $ 205,320,826    

 

30



Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO International Core 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 International Core 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 Acc ounting 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.

As described in Note 1 to the financial statements, the Fund is the successor to GMO International Disciplined Equity Fund and includes the operations of GMO International Disciplined Equity Fund for periods prior to September 16, 2005.

PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2006

31


GMO International Core 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 months 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     0.53 %   $ 1,000.00     $ 1,133.30     $ 2.80    
2) Hypothetical     0.53 %   $ 1,000.00     $ 1,022.17     $ 2.66    
Class IV  
1) Actual     0.48 %   $ 1,000.00     $ 1,133.40     $ 2.54    
2) Hypothetical     0.48 %   $ 1,000.00     $ 1,022.41     $ 2.41    

 

*  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.

32


GMO International Core Equity 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 $2,217,323 and recognized foreign source income of $29,763,103.

The Fund's distributions to shareholders include $24,224,121 from long-term capital gains.

For taxable, non-corporate shareholders, 71.19% 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, $603,504 and $14,142,599, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

33


GMO International Core Equity Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement
February 28, 2006 (Unaudited)

In determining to approve the initial investment management agreement for the Fund, the Trustees, each of whom is not an "interested person" of the Trust, considered information that they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The Trustees met on June 28, 2005 to discuss the materials provided by the Manager for purposes of considering the Manager's proposal to establish the Fund, as well as seven other funds of the Trust, as new series of the Trust and the proposed new investment management agreements between the Trust, on behalf of each such fund, and the Manager. The investment management agreement for each fund was considered separately; however, the Trustees noted the common interests of the funds. As discussed below, at meetings throughout the year, the Trustees also considered other information relevant to their approval of the Fund's investment management agreement. Matters considered by the Trustees included the following:

The Trustees considered that they had met with the Fund's investment advisory personnel over the course of the year. The Trustees also considered information provided by the Manager relating to the education, experience, and number of investment professionals and other personnel who will provide services under the Fund's investment management agreement. The Trustees also received information concerning the investment philosophy and investment process to be applied by the Manager in managing the Fund, and evaluated the level of skill required to manage the Fund. In connection with that information, the Trustees considered the Manager's in-house research capabilities as well as other resources available to the Manager's personnel. The Trustees also took into account the time and attention to be devoted by senior management to the Fund. The Trustees considered the business reputation of the Manager, its financial resources and its professional liability insurance coverage.

Since the Fund had not yet commenced operations, the Trustees were unable to consider its performance. However, the Trustees considered the performance of an existing fund of the Trust with a comparable investment program (the "Predecessor Fund").1 The Trustees noted the generally positive performance of the Predecessor Fund over various time periods. The Trustees also considered the competence of the personnel responsible for managing the Predecessor Fund, the support those personnel received from the Manager, the investment techniques used to manage the Predecessor Fund, and the overall competence of the Manager.

The Trustees gave substantial consideration to the fees payable under the Fund's investment management agreement. The Trustees considered that the Fund's advisory fee and projected expense ratio were lower than the advisory fee and expense ratio of the Predecessor Fund. The Trustees reviewed information prepared by Lipper Inc. concerning fees paid to investment managers of funds with similar objectives, and noted that the advisory fee and projected expense ratio of the Fund compared very favorably to those of most other comparable funds included in the Lipper data. The Fund's advisory fee ranked in the first quintile in its Lipper-determined expense group. In addition, the Fund's total expense ratio for its Class III Shares ranked in the first quintile in its Lipper-determined expense group. In evaluating the Fund's advisory fee, the

1  For tax, accounting and performance reporting purposes, the Fund is treated as a continuation of the Predecessor Fund's operations.

34


GMO International Core Equity Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement — (Continued)
February 28, 2006 (Unaudited)

Trustees also took into account the sophistication of the investment techniques to be used to manage the Fund, and reviewed information provided by the Manager regarding fees paid by its separate account clients and non-proprietary mutual fund clients. Since the Fund had not yet commenced operations, the Trustees were unable to review the Manager's profitability with respect to the Fund. The Trustees had, however, considered the Manager's profitability with respect to the Predecessor Fund in approving the continuance of the management contract for the Predecessor Fund, and they noted the management fee payable by the Fund would be lower than that paid by the Predecessor Fund. The Trustees did, moreover, consider both the actual dollar amount of fees to be paid by the Fund directly to the Manager and the so-called "fallout benefits" to the Manager such as the receipt of shareholder servicing fees pursuant to the Trust's servicing agreements, and reputational value to be derived from serving as investment manager to the Fund. The Trustees regarded the ability of the funds of the Trust to establish a public record of their performance also to be a fallout benefit to the Manager because of the opportunity that record creates for the Manager to increase assets under management by, for example, attracting new clients, expanding existing client relationships and becoming a subadviser under arrangements in which the funds of the Trust would be advised and distributed by an organization with strong retail sales capabilities. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the agreement, that the advisory fee to be charged to the Fund was reasonable.

The Trustees also considered the quality of the services to be provided by the Manager to the Fund. The Trustees evaluated the Manager's record with respect to regulatory compliance and compliance with the investment policies of other funds of the Trust. The Trustees also evaluated the procedures of the Manager designed to fulfill the Manager's fiduciary duty to the Fund with respect to possible conflicts of interest, including the Manager's code of ethics (regulating the personal trading and business conduct of its officers and employees), the procedures by which the Manager allocates trades among its investment advisory clients, the Manager's and the Fund's proxy voting policies and procedures, the integrity of the systems in place to ensure compliance with the foregoing, and the record of the Manager in these matters. The Trustees also received information concerning the standards of the Manager with respect to the execution of portfolio transactions.

The Trustees considered the scope of the services to be provided by the Manager to the Fund under the investment management agreement and shareholder service agreement. The Trustees noted that the standard of care set forth in the investment management agreement was comparable to that found in most mutual fund investment management agreements. The Trustees noted that the scope of the Manager's services to the Fund would be consistent with the Fund's operational requirements, including, in addition to seeking to achieve the Fund's investment objective, compliance with the Fund's investment restrictions, tax and reporting requirements, and related shareholder services. The Trustees considered the Manager's management of non-advisory services to be provided by persons other than the Manager, considering, among other things, the Fund's estimated total expenses and the reputation of the Fund's other service providers.

35


GMO International Core Equity Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement — (Continued)
February 28, 2006 (Unaudited)

After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the agreement, that the nature, extent, and quality of services to be provided supported the approval of the agreement.

At the end of the meeting of the Trustees on June 28, 2005, the Trustees, each of whom is not an "interested person" of the Trust, based on their evaluation of all factors that they deemed to be material, including those factors described above, approved the Fund's initial investment management agreement for an initial period ending on the second anniversary of the agreement's execution.

36


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.

37


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.

38


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.

39


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.

40



GMO International Growth 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 www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund votes proxies relating to portfolio securities during the most recent 12-month period ended June 30 is or will be available at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund will file 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 will be available on the Commission's website at www.sec.gov. The Fund's Form N-Q (when available) 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 International Growth 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 International Growth Equity Fund returned +15.5% for the fiscal year ended February 28, 2006, as compared to +17.4% for the MSCI EAFE Index and +17.1% for the S&P/Citigroup PMI EPAC Growth Style Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in international equity securities throughout the period.

Individual securities had a positive impact net of sector or country allocations. Holdings that helped boost returns included resource oriented companies Canadian Natural Resources, Mitsubishi Corporation, Austrian oil company OMV, and Petro-Canada. Less successful holdings included Toyota Motor Corp and AstraZeneca, and the portfolio also suffered on a relative basis from underweights in Roche, Samsung, and Japanese internet giant Softbank.

Country allocation detracted from relative returns. This was largely due to an underweight position in the Japanese market. An underweight position in Switzerland also hurt returns, while the portfolio benefited from an underweight in the U.K. Countries where the portfolio was overweight included Australia and Canada. 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.

Industry sector weighting was a net negative, with energy stocks and financials accounting for much of the damage. An underweight in the weaker telecommunications sector helped boost returns.

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 Fund is the successor to the GMO International Growth Fund, therefore, performance for the periods prior to September 16, 2005 is that of
GMO International Growth Fund.


GMO International Growth Equity 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     0.4    
Forward Currency Contracts     0.0    
Short-Term Investment(s)     7.2    
Other     (1.7 )  
      100.0 %  
Country Summary   % of Equity Investments  
Japan     28.6 %  
United Kingdom     19.5    
France     8.6    
Canada     5.9    
Australia     4.5    
Switzerland     4.5    
Italy     4.2    
Netherlands     4.2    
Germany     3.2    
Finland     3.1    
Spain     2.8    
Norway     2.0    
Belgium     1.7    
Sweden     1.6    
Hong Kong     1.2    
Denmark     1.2    
Ireland     1.2    
Austria     0.9    
Singapore     0.9    
Greece     0.2    
      100.0 %  

 

1


GMO International Growth Equity Fund

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

Industry Sector Summary   % of Equity Investments  
Energy     20.8 %  
Financials     18.2    
Consumer Discretionary     14.2    
Health Care     12.3    
Industrials     10.8    
Materials     7.7    
Consumer Staples     5.8    
Information Technology     5.0    
Utilities     4.7    
Telecommunication Services     0.5    
      100.0 %  

 

2



GMO International Growth Equity Fund

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

Shares   Description   Value ($)  
    COMMON STOCKS — 94.1%  
    Australia — 4.3%  
  779,120     Amcor Ltd     4,277,982    
  479,140     Australia and New Zealand Banking Group Ltd     9,112,865    
  443,517     BHP Billiton Ltd     7,980,762    
  907,140     Foster's Group Ltd     3,651,592    
  914,082     James Hardies Industries NV     5,991,955    
  418,004     Macquarie Bank Ltd     19,771,712    
  429,716     National Australia Bank Ltd     11,663,294    
  1,702,007     Promina Group Ltd     6,858,192    
  453,052     QBE Insurance Group Ltd     6,930,195    
  99,292     Rio Tinto Ltd     5,201,936    
  886,206     Santos Ltd     7,448,650    
  2,315,512     Telstra Corp Ltd     6,588,921    
  142,821     Westfarmers Ltd     3,862,802    
  382,093     Westpac Banking Corp     6,672,464    
  440,810     Woodside Petroleum Ltd     13,232,371    
  731,996     Woolworths Ltd     9,969,223    
  858,263     Zinifex Ltd     4,877,845    
      134,092,761    
    Austria — 0.9%  
  10,180     Oesterreichische Elektrizitaetswirtschafts AG Class A     4,734,750    
  296,841     OMV AG     18,409,853    
  170,473     Telekom Austria AG     3,899,280    
      27,043,883    
    Belgium — 1.6%  
  158,932     AGFA-Gevaert NV     3,162,021    
  40,143     Colruyt SA (a)      5,782,983    
  359,333     Fortis     12,799,894    
  45,480     KBC Groep NV     4,747,952    
  45,445     Solvay SA     5,027,921    
  219,963     UCB SA     10,418,887    
  51,120     Umicore     7,261,415    
      49,201,073    

 

See accompanying notes to the financial statements.

3


GMO International Growth Equity Fund

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

Shares   Description   Value ($)  
    Canada — 5.5%  
  68,200     Canadian Imperial Bank of Commerce     4,797,915    
  173,600     Canadian National Railway Co     8,126,640    
  880,300     Canadian Natural Resources     48,095,233    
  207,800     Canadian Pacific Railway Ltd     10,641,876    
  112,000     Enbridge Inc     3,528,180    
  297,700     EnCana Corp     12,311,936    
  103,300     Husky Energy Inc     6,322,802    
  77,000     Imperial Oil Ltd     7,425,932    
  287,000     Nexen Inc     15,005,975    
  634,620     Petro - Canada     29,071,510    
  130,500     Royal Bank of Canada     10,904,378    
  127,800     Talisman Energy Inc     6,714,715    
  155,900     Teck Corp Class B     9,746,751    
      172,693,843    
    Denmark — 1.1%  
  193     AP Moller - Maersk A/S Class A     1,738,027    
  715     AP Moller - Maersk A/S Class B     6,553,313    
  51,930     Danske Bank A/S     6,974,458    
  244,800     H. Lundbeck A/S (a)      5,040,872    
  107,150     Novo-Nordisk A/S     6,298,573    
  371,800     Vestas Wind Systems A/S * (a)      7,789,600    
      34,394,843    
    Finland — 2.9%  
  364,000     Fortum Oyj     8,806,279    
  184,200     Metso Oyj     6,787,586    
  2,971,300     Nokia Oyj     55,289,849    
  591,300     Sampo Oyj Class A     11,851,294    
  166,700     Yit Yhtymae Oyj     8,457,972    
      91,192,980    

 

See accompanying notes to the financial statements.

4


GMO International Growth Equity Fund

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

Shares   Description   Value ($)  
    France — 8.1%  
  89,371     BNP Paribas     8,271,009    
  105,258     Business Objects SA *      3,906,659    
  166,233     European Aero Defense     6,094,071    
  78,677     LVMH Moet Hennessy Louis Vuitton SA     7,146,882    
  48,893     Neopost SA     4,894,180    
  263,596     Peugeot SA     15,366,958    
  290,178     Renault SA     27,884,085    
  309,145     Sanofi-Aventis     26,316,042    
  86,531     Societe Generale     12,253,988    
  504,522     Total SA     126,886,661    
  18,758     Vallourec     14,676,130    
      253,696,665    
    Germany — 2.6%  
  117,448     Altana AG     6,307,776    
  67,706     Continental AG     6,960,453    
  167,649     Deutsche Boerse AG     21,060,894    
  448,115     Deutsche Post AG (Registered)     11,660,044    
  49,499     Merck KGaA     4,956,947    
  86,182     Salzgitter AG     5,856,195    
  141,198     Stada Arzneimittel AG     5,051,684    
  269,368     Volkswagen AG (a)      18,864,300    
      80,718,293    
    Greece — 0.2%  
  268,790     Hellenic Telecommunications Organization SA *      5,718,521    
    Hong Kong — 1.2%  
  684,000     Cheung Kong Holdings Ltd     7,169,793    
  1,943,000     CLP Holdings Ltd     11,108,754    
  563,500     Esprit Holdings Ltd     4,309,588    
  1,618,000     Hong Kong Electric Holdings Ltd     7,450,404    
  2,876,000     Li & Fung Ltd     5,792,334    
      35,830,873    

 

See accompanying notes to the financial statements.

5


GMO International Growth Equity Fund

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

Shares   Description   Value ($)  
    Ireland — 1.1%  
  744,808     Anglo Irish Bank Corp     12,212,068    
  406,942     CRH Plc     13,348,391    
  155,571     DCC Plc     3,543,437    
  226,548     Olivetti SPA     5,013,567    
      34,117,463    
    Italy — 4.0%  
  3,920,675     ENI SPA     112,084,679    
  116,302     ERG SPA     2,737,102    
  268,573     Finmeccanica SPA     5,876,837    
  219,569     Sanpaolo IMI SPA     3,874,737    
      124,573,355    
    Japan — 27.1%  
  63,960     Acom Co Ltd     3,920,405    
  739,100     Aeon Co Ltd     17,632,611    
  88,675     Aiful Corp     5,926,815    
  135,900     Aisin Seiki Co Ltd     4,822,941    
  252,000     Alps Electric Co Ltd     3,940,424    
  206,000     Bridgestone Corp     4,017,197    
  128,000     Canon Inc     7,991,815    
  393,000     Chiyoda Corp     9,475,351    
  380,600     Chubu Electric Power Co Inc     10,088,585    
  956,000     Daikyo Inc * (a)      5,032,159    
  141,700     Denso Corp     5,169,273    
  308,500     Eisai Co Ltd     14,267,308    
  97,200     Fanuc Ltd     8,196,388    
  657,000     Fuji Heavy Industries Ltd     3,560,074    
  1,257,000     Honda Motor Co Ltd     73,421,734    
  367,300     Hoya Corp     14,572,318    
  208,000     Ibiden Co Ltd     9,746,768    
  673     Inpex Corp     6,451,564    
  941,000     Japan Steel Works Ltd (a)      5,821,975    
  235,600     Japan Synthetic Rubber Co Ltd     6,938,374    

 

See accompanying notes to the financial statements.

6


GMO International Growth Equity Fund

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

Shares   Description   Value ($)  
    Japan — continued  
  462     Japan Tobacco Inc     7,937,296    
  126,300     JFE Holdings Inc     4,655,285    
  299,000     JGC Corp     6,351,489    
  157,000     Kansai Electric Power Co Inc     3,653,362    
  2,670,000     Kawasaki Heavy Industries Ltd (a)      9,146,054    
  616,000     Kawasaki Kisen Kaisha Ltd (a)      3,831,644    
  1,354,000     Kobe Steel Ltd     5,145,577    
  463,000     Komatsu Ltd     8,211,110    
  74,000     Kyushu Electric Power Co Inc     1,785,008    
  213,100     Leopalance21 Corp     7,664,950    
  2,564,000     Mazda Motor Corp (a)      14,582,153    
  1,324,200     Mitsubishi Corp     30,722,953    
  428,000     Mitsubishi Estate Co Ltd     9,026,006    
  3,198     Mitsubishi Tokyo Financial Group Inc     47,481,827    
  626,000     Mitsui & Co     8,564,598    
  1,177,000     Mitsui Chemicals Inc     9,427,050    
  705,000     Mitsui OSK Lines Ltd     5,140,478    
  656,000     Mitsui Sumitomo Insurance Co Ltd     8,651,652    
  1,944,000     Mitsui Trust Holding Inc     28,502,421    
  232,000     NGK Spark Plug Co Ltd     5,259,586    
  57,800     Nidec Corp     4,584,686    
  56,100     Nintendo Co Ltd     8,273,498    
  175,000     Nippon Electric Glass Co Ltd     4,212,746    
  1,340,000     Nippon Steel Corp     5,340,330    
  1,037,000     Nippon Yusen Kabushiki Kaisha     6,745,912    
  451,000     Nissan Chemical Industries Ltd     7,421,212    
  2,999,800     Nissan Motor Co     34,436,916    
  155,900     Nitto Denko Corp     13,378,636    
  1,796     NTT Data Corp     8,303,847    
  339,000     Olympus Optical Co Ltd     9,760,343    
  77,400     Ono Pharmaceutical Co Ltd     3,461,828    
  42,600     ORIX Corp     11,215,329    
  2,871,000     Osaka Gas Co Ltd     10,992,077    
  8,051     Resona Holdings Inc *      28,389,509    

 

See accompanying notes to the financial statements.

7


GMO International Growth Equity Fund

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

Shares   Description   Value ($)  
    Japan — continued  
  358,000     Ricoh Company Ltd     6,628,495    
  85,600     Sankyo Co Ltd Gunma     5,236,524    
  200,000     Secom Co     9,923,371    
  232,000     Sharp Corp     4,092,582    
  36,400     Shimamura Co     4,118,446    
  206,700     Shin-Etsu Chemical Co Ltd     11,005,314    
  65,700     SMC Corp     9,280,926    
  683,000     Sumitomo Chemical Co Ltd     5,325,971    
  846,000     Sumitomo Corp     11,429,128    
  906,000     Sumitomo Heavy Industries Ltd     8,102,538    
  428,000     Takashimaya Co Ltd     6,200,178    
  818,200     Takeda Pharmaceutical Co Ltd     45,577,392    
  223,500     Terumo Corp     6,823,365    
  432,100     Tohoku Electric Power Co Inc     9,777,322    
  1,166,000     Tokyo Gas Co Ltd     5,308,814    
  722,000     Tokyu Land Corp     6,297,547    
  855,000     TonenGeneral Sekiyu KK (a)      8,545,513    
  975,400     Toyota Motor Corp     51,996,086    
  635,000     Urban Corp     9,304,360    
  155,900     Yamada Denki Co Ltd     16,702,308    
      844,927,627    
    Netherlands — 4.0%  
  794,267     ABN Amro Holdings NV     23,145,548    
  477,655     Aegon NV     7,876,740    
  118,018     DSM NV     4,908,226    
  176,934     Heineken NV     6,662,320    
  1,790,883     ING Groep NV     67,312,056    
  726,728     Koninklijke Ahold NV *      5,931,518    
  44,131     Sbm Offshore NV     4,346,814    
  52,814     Unilever NV     3,666,230    
      123,849,452    

 

See accompanying notes to the financial statements.

8


GMO International Growth Equity Fund

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

Shares   Description   Value ($)  
    Norway — 1.9%  
  556,565     Det Norske Oljeselska ASA     3,706,109    
  753,260     DnB NOR ASA     9,139,418    
  85,850     Frontline Ltd (a)      3,303,342    
  101,900     Norsk Hydro ASA     11,935,854    
  114,450     Orkla ASA     4,988,631    
  923,800     Statoil ASA     23,657,382    
  198,400     Yara International ASA     3,012,042    
      59,742,778    
    Singapore — 0.8%  
  2,651,000     Capitaland Ltd     6,829,205    
  942,000     Keppel Corp Ltd     8,095,626    
  2,531,000     Neptune Orient Lines Ltd     3,904,838    
  3,812,000     Sembcorp Industrie     7,295,075    
  23,000     Singapore Press Holdings Ltd     62,729    
      26,187,473    
    Spain — 2.6%  
  43,439     Acciona SA     6,055,609    
  246,150     ACS Actividades de Construccion y Servicios SA     9,179,745    
  96,179     Fomento de Construcciones y Contratas SA     6,539,038    
  54,123     Grupo Ferrovial SA     4,051,851    
  780,934     Iberdrola SA     24,630,740    
  371,813     Inditex SA     13,346,747    
  168,376     Indra Sistemas SA     3,350,636    
  78,436     Metrovacesa SA     5,839,409    
  157,047     Repsol YPF SA     4,389,703    
  177,178     Sacyr Vallehermoso SA     4,981,480    
      82,364,958    
    Sweden — 1.5%  
  245,400     Electrolux AB     6,787,148    
  352,950     Hennes & Mauritz AB Class B (a)      12,860,516    
  1,033,500     Nordea AB     11,682,263    

 

See accompanying notes to the financial statements.

9


GMO International Growth Equity Fund

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

Shares   Description   Value ($)  
    Sweden — continued  
  280,800     Securitas AB     5,158,835    
  350,000     SKF AB Class B     5,082,273    
  142,400     Svenska Cellulosa - Series B Free     5,971,494    
      47,542,529    
    Switzerland — 4.3%  
  51,764     Alcon Inc     5,961,142    
  94,336     Credit Suisse Group     5,224,817    
  52,397     Lonza Group AG (Registered)     3,398,902    
  72,202     Nestle SA (Registered)     21,227,652    
  20,936     Nobel Biocare AG     4,674,526    
  520,291     Roche Holding AG (Non Voting)     76,871,404    
  8,633     Serono SA     6,125,578    
  6,355     Societe Generale de Surveillance Holding SA (Registered)     5,865,596    
  65,917     Swiss Reinsurance Co (Registered)     4,695,620    
      134,045,237    
    United Kingdom — 18.4%  
  787,534     Anglo American Plc     29,337,767    
  2,698,953     ARM Holdings Plc     6,507,677    
  1,787,919     AstraZeneca Plc     82,571,145    
  1,144,430     Barclays Plc     13,404,712    
  485,139     Barratt Developments Plc     8,788,690    
  1,132,427     BHP Billiton Plc     19,031,207    
  4,151,726     BP Plc     45,926,627    
  326,767     British American Tobacco Plc     7,785,244    
  736,602     British Sky Broadcasting Plc     6,528,977    
  595,501     Cadbury Schweppes Plc     6,049,408    
  173,421     Cairn Energy Plc *      5,865,298    
  7,892,536     Centrica Plc     40,203,840    
  1,626,540     Cobham Group Plc     4,844,873    
  2,077,064     DSG International Plc     6,263,331    

 

See accompanying notes to the financial statements.

10


GMO International Growth Equity 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  
  327,893     Enterprise Inns Plc     5,152,085    
  799,146     Gallaher Group Plc     12,383,062    
  1,451,199     GlaxoSmithKline Plc     36,859,028    
  759,111     HBOS Plc     14,137,003    
  784,200     ICAP Plc     6,109,848    
  1,238,579     Imperial Tobacco Group Plc     37,250,166    
  909,900     Ladbrokes Group     5,873,485    
  213,259     Man Group Plc     8,638,911    
  403,872     Next Plc     11,681,333    
  455,390     Provident Financial Plc     4,803,661    
  1,193,972     Rentokil Initial Plc     3,288,124    
  474,814     Rio Tinto Plc     22,345,769    
  315,112     Royal Bank of Scotland Group     10,540,160    
  2,313,259     Royal Dutch Shell Group Class A     69,738,961    
  505,499     Royal Dutch Shell Plc B Shares     15,893,135    
  1,195,627     Sage Group Plc     5,811,058    
  1,521,714     Unilever Plc     15,656,686    
  539,121     Wimpey (George) Plc     5,226,919    
      574,498,190    
    TOTAL COMMON STOCKS (COST $2,491,101,886)     2,936,432,797    
    PREFERRED STOCKS — 0.4%  
    Germany — 0.4%  
  28,429     Fresenius Medical Care AG (Non Voting) 0.92%     4,561,985    
  165,280     Volkswagen AG 2.82%     8,516,851    
      13,078,836    
    TOTAL PREFERRED STOCKS (COST $7,591,215)     13,078,836    

 

See accompanying notes to the financial statements.

11


GMO International Growth Equity Fund

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

Shares /
Par Value ($)		   Description   Value ($)  
    SHORT-TERM INVESTMENT(S) — 7.2%  
  137,700,000     ING Bank Time Deposit, 4.57%, due 03/01/06     137,700,000    
  70,859,603     The Boston Global Investment Trust (b)      70,859,603    
  15,700,000     U.S. Treasury Bill, 4.64%, due 08/24/06 (c) (d)      15,354,788    
    TOTAL SHORT-TERM INVESTMENT(S) (COST $223,912,668)     223,914,391    
    TOTAL INVESTMENTS — 101.7%
(Cost $2,722,605,769)		     3,173,426,024    
        Other Assets and Liabilities (net) — (1.7%)     (53,506,973 )  
    TOTAL NET ASSETS — 100.0%   $ 3,119,919,051    

 

See accompanying notes to the financial statements.

12


GMO International Growth 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   CHF 78,127,358     $ 60,075,285     $ (267,847 )  
    5/26/06   EUR 15,001,987       17,975,856       18,349    
    5/26/06   GBP 6,151,844       10,799,383       (40,296 )  
    5/26/06   HKD 56,371,572       7,276,020       (6,752 )  
    5/26/06   JPY 17,045,204,407       148,927,437       3,226,293    
    5/26/06   NOK 380,545,227       56,701,670       144,264    
    5/26/06   SEK 934,996,005       118,930,260       (886,572 )  
    5/26/06   SGD 11,853,090       7,328,069       47,630    
    $ 2,235,069    
Sales  
    5/26/06   AUD 74,463,009     $ 55,192,355     $ (404,760 )  
    5/26/06   CAD 107,136,354       94,490,557       (1,349,226 )  
5/26/06   DKK     170,217,222       27,328,291       (36,077 )  
    5/26/06   GBP 48,964,322       85,955,439       (766,850 )  
    5/26/06   HKD 314,744,042       40,624,802       311    
    $ (2,556,602 )  

 

See accompanying notes to the financial statements.

13


GMO International Growth Equity 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                            
  429     SPI 200   Mar-06   $ 39,211,351     $ 2,495,839    
  16     DAX   Mar-06     2,767,579       40,483    
  204     IBEX 35   Mar-06     28,622,059       787,691    
  55     CAC40 10   Mar-06     3,280,570       26,735    
  88     FTSE 100   Mar-06     8,898,128       48,317    
 
7		     HANG
SENG		  
Mar-06		    
714,581		      
10,954		    
  6     S&P/MIB   Mar-06     1,348,730       27,039    
  519     TOPIX   Mar-06     74,338,214       420,968    
  7,088     OMXS 30   Mar-06     89,039,487       (219,862 )  
    $ 3,638,164    
  Sales                            
  1,250     S&P Toronto 60   Mar-06     145,100,972     $ (5,042,037 )  

 

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, 88.6% of the Net Assets of the Fund was valued using fair value prices based on tools by a third party vendor (Note 2).

AUD - Australian Dollar   GBP - British Pound  
CAD - Canadian Dollar   HKD - Hong Kong Dollar  
CHF - Swiss Franc   JPY - Japanese Yen  
DKK - Danish Krone   NOK - Norwegian Krone  
EUR - Euro   SEK - Swedish Krona  
    SGD - Singapore Dollar  

 

See accompanying notes to the financial statements.

14



GMO International Growth Equity Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 28, 2006

Assets:  
Investments, at value, including securities on loan of $66,435,513
(cost $2,722,605,769) (Note 2)		   $ 3,173,426,024    
Cash     1,806,256    
Foreign currency, at value (cost $2,630,200) (Note 2)     2,636,954    
Receivable for Fund shares sold     22,788,777    
Dividends and interest receivable     4,671,266    
Foreign taxes receivable     697,767    
Unrealized appreciation on open forward currency contracts (Note 2)     3,436,847    
Receivable for expenses reimbursed by Manager (Note 3)     270,340    
Total assets     3,209,734,231    
Liabilities:  
Collateral on securities loaned (Note 2)     70,859,603    
Payable for Fund shares repurchased     11,243,122    
Payable to affiliate for (Note 3):  
Management fee     1,222,990    
Shareholder service fee     352,786    
Trustees and Chief Compliance Officer fees     6,967    
Unrealized depreciation on open forward currency contracts (Note 2)     3,758,380    
Payable for variation margin on open futures contracts (Note 2)     1,660,973    
Accrued expenses     710,359    
Total liabilities     89,815,180    
Net assets   $ 3,119,919,051    
Net assets consist of:  
Paid-in capital   $ 2,586,060,227    
Distributions in excess of net investment income     (5,978,467 )  
Accumulated net realized gain     90,728,619    
Net unrealized appreciation     449,108,672    
    $ 3,119,919,051    
Net assets attributable to:  
Class III shares   $ 3,119,919,051    
Shares outstanding:  
Class III     104,352,703    
Net asset value per share:  
Class III   $ 29.90    

 

See accompanying notes to the financial statements.

15


GMO International Growth Equity Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 28, 2006

Investment Income:  
Dividends (net of withholding taxes of $4,953,503)   $ 54,645,046    
Interest (including securities lending income of $1,391,983)     6,775,677    
Total investment income     61,420,723    
Expenses:  
Management fee (Note 3)     12,633,301    
Shareholder service fee – Class III (Note 3)     3,579,243    
Custodian and fund accounting agent fees     1,217,510    
Transfer agent fees     28,461    
Audit and tax fees     75,626    
Legal fees     43,633    
Trustees fees and related expenses (Note 3)     108,815    
Registration fees     382,343    
Miscellaneous     61,952    
Total expenses     18,130,884    
Fees and expenses reimbursed by Manager (Note 3)     (1,834,227 )  
Net expenses     16,296,657    
Net investment income (loss)     45,124,066    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     169,143,592    
Closed futures contracts     11,994,426    
Foreign currency, forward contracts and foreign currency related transactions     (43,867,355 )  
Net realized gain (loss)     137,270,663    
Change in net unrealized appreciation (depreciation) on:  
Investments     217,741,437    
Open futures contracts     (2,748,530 )  
Foreign currency, forward contracts and foreign currency related transactions     (2,971,679 )  
Net unrealized gain (loss)     212,021,228    
Net realized and unrealized gain (loss)     349,291,891    
Net increase (decrease) in net assets resulting from operations   $ 394,415,957    

 

See accompanying notes to the financial statements.

16


GMO International Growth Equity Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended   Year Ended  
    February 28, 2006   February 28, 2005  
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 45,124,066     $ 16,252,310    
Net realized gain (loss)     137,270,663       49,659,516    
Change in net unrealized appreciation (depreciation)     212,021,228       167,523,666    
Net increase (decrease) in net assets from operations     394,415,957       233,435,492    
Distributions to shareholders from:  
Net investment income  
Class III     (8,503,002 )     (16,244,197 )  
Net realized gains  
Class III     (120,000,273 )     (21,060,601 )  
      (128,503,275 )     (37,304,798 )  
Net share transactions (Note 7):  
Class III     1,200,953,519       891,818,019    
Total increase (decrease) in net assets     1,466,866,201       1,087,948,713    
Net assets:  
Beginning of period     1,653,052,850       565,104,137    
End of period (including distributions in excess of net
investment income of $5,978,467 and $1,181,397,
respectively)		   $ 3,119,919,051     $ 1,653,052,850    

 

See accompanying notes to the financial statements.

17



GMO International Growth 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(a)   
Net asset value, beginning of period   $ 27.22     $ 23.67     $ 16.83     $ 19.65     $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)†      0.53       0.40       0.29       0.25       0.01    
Net realized and unrealized gain (loss)     3.57       3.94       6.81       (2.46 )     (0.36 )  
Total from investment operations     4.10       4.34       7.10       (2.21 )     (0.35 )  
Less distributions to shareholders:  
From net investment income     (0.10 )     (0.33 )     (0.26 )     (0.61 )     —    
From net realized gains     (1.32 )     (0.46 )     —       —       —    
Total distributions     (1.42 )     (0.79 )     (0.26 )     (0.61 )     —    
Net asset value, end of period   $ 29.90     $ 27.22     $ 23.67     $ 16.83     $ 19.65    
Total Return(b)      15.54 %     18.66 %     42.33 %     (11.40 )%     (1.75 )%**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 3,119,919     $ 1,653,053     $ 565,104     $ 178,804     $ 84,884    
Net expenses to average daily net assets     0.68 %     0.69 %     0.69 %     0.69 %     0.69 %*   
Net investment income to average
daily net assets		     1.89 %     1.64 %     1.38 %     1.32 %     0.36 %*   
Portfolio turnover rate     57 %     52 %     63 %     78 %     15 %**   
Fees and expenses reimbursed by
the Manager to average daily net assets:		     0.08 %     0.09 %     0.16 %     0.22 %     0.65 %*   

 

(a)  Period from November 30, 2001 (commencement of operations) through February 28, 2002.

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

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.

18



GMO International Growth Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 28, 2006

1.  Organization

GMO International Growth 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, 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 commenced operations following an in-kind purchase of shares by GMO International Growth Fund ("Predecessor Fund") effected as of the close of business on September 16, 2005 ("Purchase Date"). For tax purposes, this transaction met all requirements for a tax-free reorganization under the Internal Revenue Code, and consequently the Fund retained the Predecessor Fund's basis and holding period in each asset contributed in-kind. For accounting purposes, the Fund also recorded a cost for each in-kind asset contributed by the Predecessor Fund equal to such asset's historical cost. For tax and accounting purposes, the Fund is treated as a continuation of the Predecessor Fund's operations. Therefore, the Statement of Operations is shown for the entire fiscal year ending February 28, 2006, the Statements of Changes in Net Assets are shown for the entire fiscal years ending February 28, 2006 and 2005, and the Financial Highlight s are shown for each of the fiscal years ending February 28/29, 2006, 2005, 2004, 2003 and 2002.

The Fund seeks a high total return through investing primarily 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") 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

19


GMO International Growth Equity Fund

(A Series of GMO Trust)

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

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.

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 o f 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 ref lected 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.

20


GMO International Growth Equity 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 reco gnized 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.

21


GMO International Growth Equity 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 o f 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 fa lls 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 Sta tement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these

22


GMO International Growth Equity 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.

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, t he Fund had loaned securities having a market value of $66,435,513, collateralized by cash in the amount of $70,859,603, 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.

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

23


GMO International Growth Equity Fund

(A Series of GMO Trust)

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

February 28, 2005, the tax character of distributions paid was as follows: ordinary income – $76,508,315 and $18,045,788, respectively and long-term capital gains – $51,994,960 and $19,259,010, respectively.

As of February 28, 2006, the components of distributable earnings on a tax basis consisted of $28,628,682 and $62,264,011 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)		  
$ 2,729,074,897     $ 465,693,961     $ (21,342,834 )   $ 444,351,127    

 

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 redemption in-kind transactions. Net gains resulting from in-kind transactions were $3,446,298. The financial highlights exclude these adjustments.

Distributions in
Investment Income		   Accumulated
Excess of Net
Realized Gain		   Net
Paid-in Capital		  
$ (41,418,134 )   $ 37,985,190     $ 3,432,944    

 

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.

24


GMO International Growth Equity 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.

3.  Fees and other transactions with affiliates

Effective September 16, 2005, GMO earns a management fee paid monthly at the annual rate of 0.52% of the Fund's average daily net assets. Prior to September 16, 2005, GMO earned a management fee paid monthly at the annual rate of 0.54% of the Predecessor Fund's average daily net assets (See Note 1). 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.

Effective September 16, 2005, 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 0.52% of average daily net assets. Prior to September 16, 2005, the rate was 0.54% of the Predecessor Fund's average daily net assets.

The Fund's portion of the fee paid by the Trust to the independent Trustees and CCO during the year ended February 28, 2006 was $56,468 and $17,069, 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 $2,252,258,471 and $1,261,821,426, respectively.

25


GMO International Growth Equity 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, 47.2% 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, less than 0.1% of the Fund's shares were held by four related parties comprised of certain GMO employee accounts, and 97.3% 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 and Predecessor Fund shares were as follows (See Note 1):

    Year Ended
February 28, 2006		   Year Ended
February 28, 2005		  
Class III:   Shares   Amount   Shares   Amount  
Shares sold     55,020,086     $ 1,524,390,777       39,139,271     $ 945,516,996    
Shares issued to shareholders
in reinvestment of distributions		     4,627,472       127,858,155       1,411,800       36,147,331    
Shares repurchased     (15,502,785 )     (436,220,849 )     (3,692,772 )     (89,846,308 )  
Redemption in-kind     (524,991 )     (15,074,564 )     —       —    
Net increase (decrease)     43,619,782     $ 1,200,953,519       36,858,299     $ 891,818,019    

 

26



Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO International Growth 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 International Growth 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 A ccounting 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.

As described in Note 1 to the financial statements, the Fund is the successor to GMO International Growth Fund and includes the operations of GMO International Growth Fund for periods prior to September 16, 2005.

PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2006

27


GMO International Growth 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 months 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     0.67 %   $ 1,000.00     $ 1,098.40     $ 3.49    
2) Hypothetical     0.67 %   $ 1,000.00     $ 1,021.47     $ 3.36    

 

*  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.

28


GMO International Growth Equity 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 $4,953,503 and recognized foreign source income of $59,583,388.

The Fund's distributions to shareholders include $51,994,960 from long-term capital gains.

For taxable, non-corporate shareholders, 55.64% 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, $1,046,951 and $35,103,946, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.

29


GMO International Growth Equity Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement
February 28, 2006 (Unaudited)

In determining to approve the initial investment management agreement for the Fund, the Trustees, each of whom is not an "interested person" of the Trust, considered information that they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The Trustees met on June 28, 2005 to discuss the materials provided by the Manager for purposes of considering the Manager's proposal to establish the Fund, as well as seven other funds of the Trust, as new series of the Trust and the proposed new investment management agreements between the Trust, on behalf of each such fund, and the Manager. The investment management agreement for each fund was considered separately; however, the Trustees noted the common interests of the funds. As discussed below, at meetings throughout the year, the Trustees also considered other information relevant to their approval of the Fund's investment management agreement. Matters considered by the Trustees included the following:

The Trustees considered that they had met with the Fund's investment advisory personnel over the course of the year. The Trustees also considered information provided by the Manager relating to the education, experience, and number of investment professionals and other personnel who will provide services under the Fund's investment management agreement. The Trustees also received information concerning the investment philosophy and investment process to be applied by the Manager in managing the Fund, and evaluated the level of skill required to manage the Fund. In connection with that information, the Trustees considered the Manager's in-house research capabilities as well as other resources available to the Manager's personnel. The Trustees also took into account the time and attention to be devoted by senior management to the Fund. The Trustees considered the business reputation of the Manager, its financial resources and its professional liability insurance coverage.

Since the Fund had not yet commenced operations, the Trustees were unable to consider its performance. However, the Trustees considered the performance of an existing fund of the Trust with a comparable investment program (the "Predecessor Fund").1 The Trustees noted the generally positive performance of the Predecessor Fund over various time periods. The Trustees also considered the competence of the personnel responsible for managing the Predecessor Fund, the support those personnel received from the Manager, the investment techniques used to manage the Predecessor Fund, and the overall competence of the Manager.

The Trustees gave substantial consideration to the fees payable under the Fund's investment management agreement. The Trustees considered that the Fund's advisory fee and projected expense ratio were lower than the advisory fee and expense ratio of the Predecessor Fund. The Trustees reviewed information prepared by Lipper Inc. concerning fees paid to investment managers of funds with similar objectives, and noted that the advisory fee and projected expense ratio of the Fund compared very favorably to those of most other comparable funds included in the Lipper data. The Fund's advisory fee ranked in the first quintile in its Lipper-determined expense group. In addition, the Fund's total expense ratio for its Class III Shares ranked in the first quintile in its Lipper-determined expense group. In evaluating the Fund's advisory fee, the Trustees also took into account the sophistication of the investment techniques to be used to ma nage the

1  For tax, accounting and performance reporting purposes, the Fund is treated as a continuation of the Predecessor Fund's operations.

30


GMO International Growth Equity Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement — (Continued)
February 28, 2006 (Unaudited)

Fund, and reviewed information provided by the Manager regarding fees paid by its separate account clients and non-proprietary mutual fund clients. Since the Fund had not yet commenced operations, the Trustees were unable to review the Manager's profitability with respect to the Fund. The Trustees had, however, considered the Manager's profitability with respect to the Predecessor Fund in approving the continuance of the management contract for the Predecessor Fund, and they noted the management fee payable by the Fund would be lower than that paid by the Predecessor Fund. The Trustees did, moreover, consider both the actual dollar amount of fees to be paid by the Fund directly to the Manager and the so-called "fallout benefits" to the Manager such as the receipt of shareholder servicing fees pursuant to the Trust's servicing agreements, and reputational value to be derived from serving as investment manager to the Fund. The Tru stees regarded the ability of the funds of the Trust to establish a public record of their performance also to be a fallout benefit to the Manager because of the opportunity that record creates for the Manager to increase assets under management by, for example, attracting new clients, expanding existing client relationships and becoming a subadviser under arrangements in which the funds of the Trust would be advised and distributed by an organization with strong retail sales capabilities. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the agreement, that the advisory fee to be charged to the Fund was reasonable.

The Trustees also considered the quality of the services to be provided by the Manager to the Fund. The Trustees evaluated the Manager's record with respect to regulatory compliance and compliance with the investment policies of other funds of the Trust. The Trustees also evaluated the procedures of the Manager designed to fulfill the Manager's fiduciary duty to the Fund with respect to possible conflicts of interest, including the Manager's code of ethics (regulating the personal trading and business conduct of its officers and employees), the procedures by which the Manager allocates trades among its investment advisory clients, the Manager's and the Fund's proxy voting policies and procedures, the integrity of the systems in place to ensure compliance with the foregoing, and the record of the Manager in these matters. The Trustees also received information concerning the standards of the Manager with respect to the execution of portfolio transactions.

The Trustees considered the scope of the services to be provided by the Manager to the Fund under the investment management agreement and shareholder service agreement. The Trustees noted that the standard of care set forth in the investment management agreement was comparable to that found in most mutual fund investment management agreements. The Trustees noted that the scope of the Manager's services to the Fund would be consistent with the Fund's operational requirements, including, in addition to seeking to achieve the Fund's investment objective, compliance with the Fund's investment restrictions, tax and reporting requirements, and related shareholder services. The Trustees considered the Manager's management of non-advisory services to be provided by persons other than the Manager, considering, among other things, the Fund's estimated total expenses and the reputation of the Fund's other service providers.

31


GMO International Growth Equity Fund

(A Series of GMO Trust)

Board Review of Investment Management Agreement — (Continued)
February 28, 2006 (Unaudited)

After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the agreement, that the nature, extent, and quality of services to be provided supported the approval of the agreement.

At the end of the meeting of the Trustees on June 28, 2005, the Trustees, each of whom is not an "interested person" of the Trust, based on their evaluation of all factors that they deemed to be material, including those factors described above, approved the Fund's initial investment management agreement for an initial period ending on the second anniversary of the agreement's execution.

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



 

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:

/s/ Scott Eston

Name: Scott Eston

Title: Chief Executive Officer

Date:

May 17, 2006

 

 

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

 

By:

/s/ Scott Eston

Name: Scott Eston

Title: Chief Executive Officer

Date:

May 17, 2006

 

 

By:

/s/ Susan Randall Harbert

Name: Susan Randall Harbert

Title: Principal Financial Officer

Date:

May 17, 2006

 

 

 EX-99.CODEETH 2 a06-8937_19ex99dcodeeth.htm EX-99.CODEETH

Exhibit 99.10(a)(1)

 

GMO TRUST

 

CODE OF ETHICS

FOR

PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL FINANCIAL OFFICER

 

I.                                         COVERED OFFICERS/PURPOSE OF THE CODE

 

This code of ethics (the “Code”) for GMO Trust (the “Trust”) and each series thereof constituting a separate investment portfolio (the “Funds”) applies to the Trust’s Principal Executive Officer and Principal Financial Officer (the “Covered Officers”) as identified on Exhibit A. The Code is intended to promote:

 

•                  honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

•                  full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by the Trust;

 

•                  compliance with applicable laws and governmental rules and regulations;

 

•                  the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

•                  accountability for adherence to the Code.

 

Each Covered Officer should adhere to high standards of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

 

II.                                     COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF INTEREST

 

OVERVIEW. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or that Officer’s service to, the Trust. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of that Officer’s position in the Trust.

 

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Trust and Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”), the Trust’s investment adviser, of which the Covered Officers are also members, officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Trust or GMO, or for both), be involved in establishing policies and implementing decisions which will have different effects on GMO and the Trust. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Trust and GMO and is consistent with the performance by the Covered Officers of their duties as officers of the Trust. In addition, it is recognized by

 


 

the trustees of the Trust (the “Trustees”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other Codes. These types of conflicts are addressed by the Investment Company Act, the Investment Advisers Act and other policies and procedures of the Trust.

 

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. In reading the following examples of conflicts of interest under the Code, Covered Officers should keep in mind that such a list cannot ever be exhaustive by covering every possible scenario. It follows that the overarching principle - that the personal interest of a Covered Officer should not be placed improperly before the interest of the Trust - should be the guiding principle in all circumstances.

 

Each Covered Officer must:

 

•                  not use personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Trust whereby the Covered Officer would benefit personally to the detriment of the Trust;

 

•                  not cause the Trust to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than for the benefit of the Trust;

 

•                  not use material non-public knowledge of portfolio transactions made or contemplated for the Trust to profit personally or cause others to profit, by the market effect of such transactions;

 

•                  not retaliate against any employee or Covered Officer for reports of potential violations of law that are made in good faith.

 

There are some conflict of interest situations that should always be discussed with the Trust’s Chief Legal Officer if material. Examples of these include:

 

•                  any outside business activity other than with GMO and its affiliates that detracts from an individual’s ability to devote appropriate time and attention to his responsibilities with the Trust ;

 

•                  service as a director on the board (or equivalent position) of any company;

 

•                  the receipt of any non-nominal gifts in excess of the amount stated in the Trust’s and GMO’s Code of Ethics under Rule 17j-1 of the Investment Company Act;

 

•                  the receipt of any entertainment from any company with which the Trust has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

 

•                  any ownership interest in, or any consulting or employment relationship with, any of the Trust’s service providers, other than GMO and itsaffiliates;

 

•                  a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Trust for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

 

2


 

III.                                 DISCLOSURE

 

•                  Each Covered Officer must be familiar with the disclosure requirements applicable to the Trust and the Funds’ disclosure controls and procedures;

 

•                  Each Covered Officer must not knowingly misrepresent, or cause others to misrepresent, facts about the Trust to others, whether within or outside the Trust, including to the Trustees and auditors, and to governmental regulators and self-regulatory organizations; and

 

•                  It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable, laws, rules and regulations.

 

IV.                                 REPORTING AND ACCOUNTABILITY

 

Each Covered Officer must:

 

•                  upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Trust that the Covered Officer has received, read, and understands the Code.

 

•                  annually thereafter affirm to the Trust that the Covered Officer has complied with the requirements of the Code.

 

•                  report at least annually affiliations and potential conflicts.

 

•                  notify the Trust’s Chief Legal Officer and the Chairman of the Trust’s Audit Committee promptly if Covered Officer knows of any violation of this Code. Failure to do so is itself a violation of this Code.

 

The Trust’s Chief Legal Officer is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any approvals or waivers sought by any Covered Officer must be considered by the Trust’s Audit Committee.

 

The Trust will follow these procedures in investigating and enforcing this Code:

 

•                  the Trust’s Chief Legal Officer will take all appropriate action to investigate any violations and potential violations reported to him;

 

•                  if, after such investigation, the Trust’s Chief Legal Officer believes that no violation has occurred, the Chief Legal Officer is not required to take any further action; any matter the Trust’s Chief Legal Officer believes is or may be a violation will be reported to the Trust’s Audit Committee;

 

•                  if the Audit Committee determines that a violation has occurred, it will inform and make a recommendation to the Trustees, which will consider appropriate action which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of GMO or its board; or a recommendation to dismiss the Covered Officer as an officer of the Trust; and

 

•                  any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

3


 

V.                                     OTHER POLICIES AND PROCEDURES

 

The Trust’s and GMO’s Code of Ethics under Rule 17j-1 under the Investment Company Act and GMO’s more detailed policies and procedures are separate requirements applying to the Covered Officers and others, and are not part of this Code. This Code does not, and is not intended to, repeat or replace these programs and procedures.

 

VI.                                 AMENDMENTS

 

This Code may not be amended except in written form, which is specifically approved or ratified by a majority vote of the Trustees, including a majority of independent Trustees.

 

VII.                             CONFIDENTIALITY

 

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Audit Committee, the Trustees, their respective counsel, and GMO and its counsel.

 

VIII.                         INTERNAL USE

 

The Code is intended solely for the internal use by the Trust and does not constitute an admission, by or on behalf of any Trust, as to any fact, circumstance, or legal conclusion and does not create any rights of third parties.

 

4


 

Approved: November 20, 2003

 

Amended:

 

5


 

EXHIBIT A

 

Persons Covered by this Code of Ethics at November 20, 2003:

 

Scott Eston

 

Susan Randall Harbert

 

6


 

EXHIBIT B

 

Acknowledgement of Receipt of Code

 

Section IV of the Code requires that each Covered Officer, upon adoption of the Code, affirm in writing to the Trust that the Covered Officer has received, read, and understands the Code. By executing this Exhibit B, the undersigned hereby makes such affirmation.

 

 

 

/s/ Scott Eston

 

 

 

 

Name: Scott Eston

 

 

 

Title:

Chief Executive Officer

 

 

 

Date:

February 9, 2004

 

 

 

 

 

 

/s/ Susan Randall Harbert

 

 

 

 

Name: Susan Randall Harbert

 

 

 

Title:

Chief Financial Officer

 

 

 

 

Date:

February 9, 2004

 

 

7

 EX-99.CERT 3 a06-8937_19ex99dcert.htm EX-99.CERT

EX-99.CERT

 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002:

 

I, Scott Eston, Principal Executive Officer of the Registrant, certify that:

 

1. I have reviewed this report on Form N-CSR of the Covered Series of GMO Trust;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Covered Series of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Covered Series of the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Covered Series of the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the Covered Series of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d) Disclosed in this report any change in the Covered Series of the registrant’s internal control over financial reporting 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 Covered Series of the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Covered Series of the registrant’s ability to record, process, summarize, and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Covered Series of the registrant’s internal control over financial reporting.

 

Date:

May 17, 2006

 

/s/ Scott Eston

 

Scott Eston, Principal Executive Officer

 


 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002:

 

I, Susan Randall Harbert, Principal Financial Officer of the Registrant, certify that:

 

1. I have reviewed this report on Form N-CSR of the Covered Series of GMO Trust;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Covered Series of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Covered Series of the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Covered Series of the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the Covered Series of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d) Disclosed in this report any change in the Covered Series of the registrant’s internal control over financial reporting 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 Covered Series of the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Covered Series of the registrant’s ability to record, process, summarize, and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Covered Series of the registrant’s internal control over financial reporting.

 

Date:

May 17, 2006

 

/s/ Susan Randall Harbert

 

Susan Randall Harbert, Principal Financial Officer

 

 EX-99.906CERT 4 a06-8937_19ex99d906cert.htm EX-99.906CERT

EX-99.906 CERT

 

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

Scott Eston, Chief Executive Officer of GMO Trust (the “Registrant”), certifies to the best of his knowledge that:

 

1.     The Covered Series of the Registrant’s periodic report on Form N-CSR for the period ended February 28, 2006 (the “Form N-CSR”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.     The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Covered Series of the Registrant.

 

 

 

/s/ Scott Eston

 

 

 

 

Scott Eston

 

 

 

 

Chief Executive Officer

 

 

 

 

 

 

 

 

 

Date:

May 17, 2006

 

 

 

 

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission (the “Commission”) or its staff upon request.

 

This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Commission.

 


 

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

Susan Randall Harbert, Principal Financial Officer of GMO Trust (the “Registrant”), certifies to the best of her knowledge that:

 

1.     The Covered Series of the Registrant’s periodic report on Form N-CSR for the period ended February 28, 2006 (the “Form N-CSR”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.     The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Covered Series of the Registrant.

 

 

 

/s/ Susan Randall Harbert

 

 

 

 

Susan Randall Harbert

 

 

 

 

Principal Financial Officer

 

 

 

 

 

 

 

 

 

Date:

May 17, 2006

 

 

 

 

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission (the “Commission”) or its staff upon request.

 

This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Commission.

 

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